1. GENERAL INFORMATION Please read carefully our PUBLIC OFFER for further successful cooperation with us. By using the Services of the https://proxy-seller.com, you automatically confirm your informed consent to this PUBLIC OFFER.
1.1 Read this PUBLIC OFFER of PROXY-SELLER (hereinafter referred to as the “Agreement”) carefully, since this Agreement applies to PROXY-SELLER’s Services available on the website located at the https://proxy-seller.com (hereinafter referred to as the “Website”).
1.2 By accessing and/or using the Services, you agree to this Agreement and conclude a legally binding agreement with SSV IT PROVIDER ONLINE SERVICES LTD (hereinafter referred to as “PROXY-SELLER”), regardless of whether you register your Personal Account or not.
1.3 You may be referred to as “you” or the “Customer” in this Agreement.
1.4 You have the right to visit the Website and/or use PROXY-SELLER’s Services only if you fully agree with this Agreement. If you use PROXY-SELLER’s Services, this means that you confirm your informed consent to this Agreement, any other appendices to this Agreement related to the use of any PROXY-SELLER’s Services, as well as any other documents referred to in this Agreement.
1.5 If you do not carefully read, do not fully understand, or do not agree with this Agreement, you must immediately leave the Website and stop using PROXY-SELLER’s Services.
1.6 By accepting this Agreement, you agree with its terms. You accept this Agreement when (1) you check the box indicating acceptance of the Agreement at the moment of the creation of your Personal Account, or (2) you complete and confirm the Order Form that refers to this Agreement.
1.7 Access to Services is prohibited for such purposes: monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.8 PROXY-SELLER’s direct competitors are prohibited from accessing the Services, except with PROXY-SELLER’s prior written consent.
1.9 This Agreement becomes effective between the Customer and PROXY-SELLER as of the date of the Customer’s acceptance of this Agreement.
2. DEFINITIONS Review the terms we use in order to fully understand the text and meaning of this Agreement.
2.1 “Customer” - 1) an individual who has reached the age of 18 and accepts this Agreement on their own behalf, or 2) a legal entity represented by an individual who accepts this Agreement on behalf of such a legal entity, that has placed and paid for an order intending to use the Services.
2.2 “Form “Order Form” (hereinafter - Order Form) - an online form that allows the Customer to make an order for PROXY-SELLER’s Services on the Website and which specifies the country of proxy servers, the purpose of their use, the version of Internet protocol, number of proxy servers, rental period, as well as the method of authorization and form of payment.
2.3 “Personal Account” - the Customer’s account on the Website through which the Customer can use the Services. Personal Account allows the Customer to track the expiration date of use of the Services, to renew them, to place an order for new Services.
2.4 “PROXY-SELLER” - SSV IT PROVIDER ONLINE SERVICES LTD with a registered address at Agias Faneromenis, 143-145 PATSIAS COURT, Flat/Office 201, Larnaca, Cyprus, 6031.
2.5 “PROXY-SELLER’s Services” or Services - provision of the sole access to the Services, which become available to the Customer in the Personal Account within 24 (twenty-four) hours from the moment of the Ordering and paying for the Services.
2.6 “Ordering” - online order, which is carried out by filling out the “Order Form” on the Website to place an order for PROXY-SELLER’s Services, and by subsequent payment for the order.
2.7 “User” - 1) in case of an individual accepting this Agreement on their own behalf, such an individual, or 2) in case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by such a legal entity (by Customer) to use purchased Services, and to whom the Customer has supplied a user identification and password. Users may include, for example, the Customer, employees, consultants, contractors, and agents of the Customer, as well as third parties with whom the Customer runs a business.
3. THE SUBJECT OF THE AGREEMENT This Agreement governs the PROXY-SELLER’s Services provision to the Customer.
4. PROVISION OF PROXY-SELLER’S SERVICES We do our best to make it convenient for you to use our Services, therefore, we can change, update and set restrictions on the use of our Services, carry out preventive maintenance and gain access to your Personal Account without your consent.
We endeavor to provide Customers with 24/7 access to the Website under normal circumstances, but we shall not be liable if, for any reason, the Services are unavailable at any time or for any period. Access to the Services may be temporarily terminated without notice due to system failure, maintenance, repair, or for reasons beyond our control.
4.1 PROXY-SELLER makes the Services available to the Customer pursuant to this Agreement, namely, provides the Customer with access to the Personal Account: transfers a unique login and password that allows to get sole access to the Services of the list of proxy servers that the Customer has access to.
4.2 In order to facilitate the use of the Services by the Customer, PROXY-SELLER may provide the necessary consultations on connecting to the Services and setting up the software via e-mail, telephone or PROXY-SELLER’s support chat.
4.3 PROXY-SELLER uses commercially reasonable efforts to make the purchased Services available 24 hours a day, 7 days a week, except for:
4.3.1. planned maintenance;
4.3.2. any unavailability caused by circumstances beyond PROXY-SELLER’s reasonable control, including, for example, natural disasters, an act of government, flood, fire, earthquake, civil unrest, an act of terrorism, strike or other labour problem, inability to provide the Service due to the fault of third parties (for example, Internet service provider failure or delay or denial of service).
4.4 PROXY-SELLER provides the Services in accordance with laws and governmental regulations applicable to PROXY-SELLER’s provision of its Services to its Customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement and the applicable Order Form(s).
4.5 PROXY-SELLER does not control the activities of the Customer related to its use of the Services, or any other matters related to any services that the Customer provides or receives.
4.6 PROXY-SELLER may collect statistical data, including the number of orders and other data related to the general activity of the Customer.
4.7 PROXY-SELLER creates the Customer’s Personal Account while Ordering. PROXY-SELLER may create and delete such a Personal Account in case of violation of the terms of this Agreement by the Customer and/or at the Customer’s request.
4.8 PROXY-SELLER may change, modify and update the Website without the notification and consent of the Customer.
4.9 PROXY-SELLER has the right to set restrictions on the use of the Services based on the type of proxy servers.
4.10 PROXY-SELLER may send messages, requests, advertising, informational or other notices to Customers, including notices about the expiration of the use of PROXY-SELLER’s Services.
4.11 In order to ensure the security of the Website and the use of the Services by Customers, as well as to improve the quality of the provision of such Services, PROXY-SELLER may carry out preventive maintenance, which may entail the suspension of the Website.
4.12 PROXY-SELLER may return the Customer access to its Personal Account in case of hacking, loss, or change of login.
4.13 The Customer acknowledges and agrees that, despite the measures taken by PROXY-SELLER, the Website may be compromised, including by hackers, Internet viruses, malware, system and software viruses, etc. Under such circumstances, PROXY-SELLER may take corrective actions it deems necessary at its sole discretion, and the Customer acknowledges and agrees that PROXY-SELLER shall not be liable to the Customer for any damage that it may suffer due to such corrective actions or compromises.
4.14 PROXY-SELLER may assign its rights and/or obligations under this Agreement and/or transfer ownership of the Website to third parties without the consent of the Customer.
4.15 PROXY-SELLER has the right to refuse or cancel access to the Services, at its sole discretion.
4.16 PROXY-SELLER can provide the Customer with the Services only of the proxy type and quantity that PROXY-SELLER has available at the moment of the Ordering. If PROXY-SELLER does not have the Services of quantity that were ordered and paid by the Customer, PROXY-SELLER reserves the right to offer, and the Customer is obliged to make one of the following decisions (at their own discretion):
4.16.1. PROXY-SELLER may order proxy servers necessary for the provision of the Service and make them available to the Customer within the period mutually agreed by the parties;
4.16.2. PROXY-SELLER may change the country of proxy servers completely or in that part that is not available;
4.16.3. PROXY-SELLER can refund the money fully or partly (for that part of the proxy servers that is not available).
4.17. Discount coupons and promotional codes are not applicable for the Service: Mobile LTE proxy.
5. USE OF PROXY-SELLER’S SERVICES Please do not take actions that may negatively affect the Website and disrupt our operation.
5.1 After the Ordering, the Customer can use PROXY-SELLER’s Services, namely:
5.1.1. obtain sole access and use the Services of the list of proxy servers to which the Customer has access for the period specified in the Order Form.
5.2 The Customer is obliged:
5.2.1. to be responsible for Users’ compliance with this Agreement and terms of Order Forms;
5.2.2. to comply with all applicable laws and any other contractual terms governing the use of PROXY-SELLER’s Services (and/or any related activities or transactions), including specific legal rules applicable to the Customer;
5.2.3. not to take actions that may be considered as a violation of applicable law or international law, as well as any actions that lead or may lead to a disruption of the proper functioning of the Website;
5.2.4. to be personally liable for the use of the Services;
5.2.5. to be responsible for the accuracy, quality and legality of the Customer’s personal data provided by Users;
5.2.6. to make payments in a timely manner and in accordance with the terms of this Agreement and the applicable Order Form;
5.2.7. to use commercially reasonable efforts to prevent unauthorized access to or use of the Services by third parties and notify PROXY-SELLER promptly of any such unauthorized access or use;
5.2.8. to use the Services only in accordance with this Agreement, Order Forms and applicable laws and governmental regulations;
5.2.9. not to take actions that could harm PROXY-SELLER or other Customers, namely:
(1) modify, create derivative products, adapt, process, imitate, transfer to other resources, translate, compile, decompile, disassemble the Website (or any part thereof), any content offered by PROXY-SELLER;
(2) use robots, web spiders or other automated devices, applications, scripts, algorithms, methodologies or similar processes to access, purchase, modify PROXY-SELLER or in any way reproduce or circumvent PROXY-SELLER’s navigation structure to obtain or attempt to obtain any materials, documents, services or information in ways not permitted to the Customer for general access;
(3) impersonate any other person or entity;
(4) use PROXY-SELLER and/or the Website to distribute spam, junk mail, fraudulent messages, phishing, chain letters, pyramid schemes, or otherwise engage in unethical marketing or promotional activities;
(5) upload to the Website system and software viruses, actual or potentially harmful spyware or hacking programs, destructive or aggressive codes or components, other computer codes, files or applications designed to, or which otherwise could, intercept or destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment, as well as use PROXY-SELLER to design, distribute and/or otherwise transmit or reproduce any of the foregoing;
(6) access PROXY-SELLER, accounts of other Customers using any means or technologies (for example, web scraping and automatic collection of information), except through the public interface of PROXY-SELLER in a lawful way;
(7) use PROXY-SELLER for benchmarking or similar competitive analysis purposes, or to create a competitive website.
Any person who is not a Customer under this Agreement, and who uses the Services and/or the Website, undertakes to follow the procedure for use of PROXY-SELLER’s Services to the same extent as the Customer.
5.3 Any use of the Services in breach of the foregoing by the Customer or Users that in PROXY-SELLER’s judgment threatens the security, integrity, or availability of PROXY-SELLER’s Services, may result in PROXY-SELLER’s immediate suspension of the Services, however, PROXY-SELLER will use commercially reasonable efforts under the circumstances to provide the Customer with notice and an opportunity to remedy such breach or threat prior to any such suspension, unless the actions of the Customer led to the need for immediate action on the part of PROXY-SELLER.
5.4 Usage Restrictions. The Customer shall not:
5.4.1. make any Service available to anyone other than Users, or use any Service for the benefit of anyone other than the Customer, unless expressly stated otherwise in the Order Form or specifically agreed between the Customer and PROXY-SELLER;
5.4.2. sell, resell, license, sublicense, distribute, make available, rent or lease any Service, without PROXY-SELLER’s prior written consent;
5.4.3. use the Services to store or transmit material that infringes a copyright and/or other intellectual property rights, defamatory or otherwise illegal or harmful material, or to store or transmit material that violates the privacy rights of third parties;
5.4.4. use the Services to store or transmit malicious code;
5.4.5. interfere with or disrupt the integrity or operation of the Services or third-party data contained therein, take action to expose the vulnerability of the Website or aimed at hacking the Website;
5.4.6. attempt to gain unauthorized access to any Service or its related systems or networks;
5.4.7. permit direct or indirect access to or use of any Services in a way that circumvents contractual usage restrictions, or use any Services to access or use any of PROXY-SELLER’s intellectual property except as permitted under this Agreement, the Order Form;
5.4.8. modify, copy, or create derivative works based on the Service and/or the Website or any part, feature, function or user interface thereof, without PROXY-SELLER’s prior written consent;
5.4.9. frame or mirror any part of the Website and/or any Service, other than framing on the Customer’s own intranets or otherwise for its own internal business purposes, without PROXY-SELLER’s prior written consent;
5.4.10. disassemble, remodel, or decompile the Service 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 Service and/or the Website;
(3) copy any ideas, features, functions, or graphics of the Service and/or the Website; or
(4) determine whether the Services are within the scope of any patent;
5.4.11. register fictitious Personal Accounts to receive payments under the referral program;
5.4.12 use the Services to:
(1)download materials via torrent clients (uTorrent, BitLord, etc.);
(2)distribute intellectual property of others without the knowledge of the copyright holder (video and audio files, software, games, etc.);
(3)review, download or distribute pornographic content;
(4)create phishing sites;
(5)make brute-forcing attacks;
(6)commit Internet fraud and other illegal activities.
6. REGISTRATION, SECURITY, AND ACCESS TO THE PERSONAL ACCOUNT You are solely responsible for your Personal Account. Make sure that the information about you is correct and you keep your Personal Account safe.
We reserve the right to suspend or terminate the Customer’s Personal Account. Please write to email@example.com if you think that the suspension or termination of access occurred erroneously.
6.1 After completing all the necessary actions for the Ordering, the Customer receives a login and password to access the Personal Account. The Customer’s login and password are sent to the e-mail specified by the Customer in the Order Form.
6.2 Prior to placing the Ordering, a potential Customer can complete the registration form on the Website and create a Personal Account.
6.3 Any individual or legal entity that can be a Customer or User in accordance with this Agreement can create a Personal Account.
6.4 In order to create a Personal Account, the Customer must go through the registration process: create a unique login and password, provide an e-mail address.
6.5 While registering a Personal Account and using PROXY-SELLER’s Services, it is necessary to provide information. It is recommended to provide valid contact details as PROXY-SELLER may use them to communicate with the Customer.
6.6 A Personal Account can be created only once. If the Customer uses two or more types of Services, it continues to use the same Personal Account. Relevant information is entered into the Personal Account for all types of the Services that the Customer uses.
6.7 PROXY-SELLER does not recommend posting or storing personal or confidential information in the Personal Account/on the Website and does not bear any responsibility in case of compromise, loss, or damage to any such information.
6.8 PROXY-SELLER may change, suspend, terminate access to the Customer’s Personal Account or access to the Website:
6.8.1. if the Customer violates the applicable law or international law;
6.8.2. if PROXY-SELLER, at its own discretion, determines that the Customer has violated this Agreement;
6.8.3. when the use of the Services expires;
6.8.4. under other circumstances, if PROXY-SELLER deems it necessary.
7. FEES AND PAYMENT PROXY-SELLER provides paid Services. Prices for the Services are determined in accordance with the tariffs available on the Website.
7.1 PROXY-SELLER’s Services are paid in advance.
7.2 The Customer shall pay all fees specified in Order Form(s). Except as otherwise specified herein or in the Order Form,
7.2.1. fees are based on the Services purchased and not actual usage;
7.2.2. payment obligations are non-cancelable and fees paid are non-refundable after 24 (twenty-four) hours from the Ordering;
7.2.3. quantities purchased cannot be decreased after payment.
7.3 Prices for the Services are indicated in USD, as well as in other currencies (conversion on the Website occurs automatically at the current rate).
7.4 Payments are made by the Customer through the online banking or payment systems provided for in the Order Form. In some cases, by prior arrangement, PROXY-SELLER may issue an invoice to the Customer.
7.5 The Customer bears all costs for the transfer of funds, including the services of a banking institution and a financial agent.
7.6 The Customer is solely responsible for the correctness of payments made by it.
7.7 The Customer is responsible for providing PROXY-SELLER with complete and accurate information about the Customer’s payment details, as well as for notifying PROXY-SELLER of any changes in such information. If the Customer’s payment details change, the Customer is solely responsible for payments made using outdated details.
7.8 Prices for the PROXY-SELLER’s Services may be reviewed and changed by PROXY-SELLER at its sole discretion unilaterally. New tariffs for the Services take effect from the moment they become available on the Website.
7.9 PROXY-SELLER reserves the right to refund paid fees at its sole discretion in case of the Customer’s technical inability to use the Services.
8. PROPRIETARY RIGHTS AND LICENSES We are the sole owner of the Website and all of its components.
8.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, PROXY-SELLER reserves all the rights, titles and interests in and to the Services, including all of their related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.
8.2 License by Customer to Use Feedback. The Customer grants to PROXY-SELLER a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or Users relating to the operation of PROXY-SELLERS’s Services and/or PROXY-SELLER.
8.3 License by Customer to Use Name, Commercial Name, Trademarks, and Logos. The Customer grants to PROXY-SELLER a worldwide, perpetual, irrevocable, royalty-free license to place its name, commercial name, trademarks, and logos on the Website.
9. RESPONSIBILITY You are responsible for your actions, as well as for the settlement of issues relating to claims of third parties against you. We are not responsible for your obligations to third parties.
9.1 PROXY-SELLER is not responsible for the Customer’s actions committed as a result of using PROXY-SELLER’s Services, including the Customer’s use of the Services in violation of applicable law or international law, violation by the Customer of its obligations to third parties, etc.
9.2 PROXY-SELLER is not responsible and cannot provide any guarantees for the inconsistency of information about the geolocation of IP addresses, identified by the Customer while checking such information on other websites. Such inconsistencies may be explained by outdated databases and other reasons beyond the control of PROXY-SELLER.
9.3 PROXY-SELLER is not responsible for the information published by the Customer using the Website.
9.4 The Customer agrees to release PROXY-SELLER’s Website and other third-party partners from claims based on negligence on the part of other Customers and third parties.
9.5 PROXY-SELLER is not responsible for the behaviour of any other Customers or third parties, as well as for the accuracy, reliability and relevance of the information they provide. PROXY-SELLER is not responsible for any claims, damages or losses related to the use of the Website by the Customer.
9.6 PROXY-SELLER is not responsible for the enforcement of this Agreement by the Customer in relation to third parties. Although PROXY-SELLER encourages the Customer to report if the Customer believes that another Customer or a third party has violated this Agreement. PROXY-SELLER reserves the right to investigate and take appropriate actions at its sole discretion.
10.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
10.1.1. Confidential Information of the Customer includes the Customer’s data.
10.1.2. Confidential Information of PROXY-SELLER includes the Services and the terms and conditions of all Order Forms (including pricing).
10.1.3. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party and the content of communications between the parties.
However, Confidential Information does not include any information that:
10.1.4. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
10.1.5. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
10.1.6. is received from a third party without breach of any obligation owed to the Disclosing Party, or
10.1.7. was independently developed by the Receiving Party.
For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional PROXY-SELLER’s Services.
10.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:
10.2.1 not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement;
10.2.2 except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of Confidential Information than those herein.
Neither party will disclose the terms of any Order Form to any third party, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its legal counsel or accountants will remain responsible for such legal counsel’s or accountant’s compliance with this “Confidentiality” section.
Notwithstanding the foregoing, PROXY-SELLER may disclose the terms of any applicable Order Form to a subcontractor to the extent necessary to perform PROXY-SELLER’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
10.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
11. REPRESENTATIONS AND DISCLAIMERS
11.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
11.2 Disclaimers. Any Service is provided “as is”, and as available exclusive of any warranty whatsoever. Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
12. LIMITATION OF LIABILITY
12.1 Limitation of Liability. In no event shall the aggregate liability of each party arising out of or related to this Agreement exceed the total amount paid by the Customer hereunder for the Services giving rise to the liability.
12.2 PROXY-SELLER shall by no means be held liable for:
12.2.1. any problem, fault or error that occurs due to use of the Service in a way that does not comply with the instructions, procedures or other specifications given by PROXY-SELLER or due to breach by the Customer of any of its obligations under the Agreement,
12.2.2. problems occurring due to further use of the Service in conjunction with software or hardware that is incompatible with the Customer’s operating system for which the Service has been provided,
12.2.3. any loss or corruption or damage of software or data, whatever the cause and origin, if this loss or corruption or damage could have been avoided and corrected if the Customer had put in place a regular backup system,
12.2.4. change or design defect in the Customer’s website used in conjunction with the Service,
12.2.5. introduction of a computer virus affecting the correct operation of PROXY-SELLER’s Website,
12.2.6. the intrusion of a third party into the computer system affecting the correct operation of PROXY-SELLER’s Website,
12.2.7. a change in the host or hosting system,
12.2.8. a network failure making PROXY-SELLER’s website inaccessible,
12.2.9. an incident concerning the Customer’s technical infrastructure. In any case, in the context of this Agreement, PROXY-SELLER’s financial liability will be limited to one hundred per cent (100%) of the payment paid by the Customer for the Service during the twelve months preceding the occurrence of the event that has generated the damage or loss, it is specified that if one or more events generated the same damage or loss, all these events would then be considered as one single event.
13. TERM AND TERMINATION
We may delete your Personal Account if you request it, if you violate this Agreement, the law, or the rights of third parties, if you cease to be the Customer.
13.1 Term of the Agreement. This Agreement becomes effective when the Customer accepts this Agreement and is valid until the term for the provision of all Services under this Agreement expires or until the Services are terminated.
13.2 Services Provision Term. The term for the provision of each Service is indicated in the relevant Order Form and is also displayed in the Customer’s Personal Account. Upon the expiration of the term for the provision of the Services, the Customer receives a notification from PROXY-SELLER. At any time prior to the end of the term for the provision of the Services, the Customer can choose the type and amount of the Services that it prefers to renew. The Services can be renewed through the Personal Account by creating a new order. The renewal of the Services will be according to PROXY-SELLER’s applicable list price in effect at the moment of the applicable renewal.
13.3 Termination. If the Customer violates the terms of this Agreement, PROXY-SELLER may terminate this Agreement unilaterally and terminate the provision of PROXY-SELLER’s Services.
13.4 Surviving Provisions. The sections and subsections titled “General Information”, “Definitions”, “Fees and Payment”, “Proprietary Rights and Licenses”, “Confidentiality”, “Responsibility”, “Disclaimers”, “Limitation of Liability”, “Term and Termination”, “Disputes and Disagreements Resolution” and “Surviving Provisions” will survive in case of any termination or expiration of this Agreement, and the parties’ obligations under section titled “Confidentiality” will survive in case of any termination or expiration of this Agreement for so long as parties retain possession of data of the other party.
14. DISPUTES AND DISAGREEMENTS RESOLUTION If we have disputes or disagreements with you, we prefer to resolve them through negotiations. If it is not possible to resolve it peacefully, we will refer the disputes to the court at the location of SSV IT PROVIDER ONLINE SERVICES LTD.
14.1 All disputes or disagreements between the parties regarding the execution of the Agreement shall be resolved through negotiations.
14.2 If the Parties do not reach an agreement within 30 (thirty) days, the dispute may be referred to the court at the location of SSV IT PROVIDER ONLINE SERVICES LTD.
14.3 The rights and remedies provided for in this Agreement, any claims and disputes related to it and/or PROXY-SELLER, its interpretation or violation, termination or validity, relations arising out of or pursuant to the Agreement or related transactions or purchases, are regulated, interpreted and performed in accordance with the laws of Cyprus.
15. OTHER PROVISIONS Check out our other provisions to make sure you don't miss anything. If you have any questions, write to our support team, we will be happy to answer.
15.1 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between PROXY-SELLER and the Customer regarding the Customer’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:
(1) the applicable Order Form,
(2) this Agreement.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
15.2 The Agreement may be amended or supplemented by PROXY-SELLER at any time without notifying the Customer. The new version of the Agreement comes into force from the moment it becomes available on the Website.
15.3 If the Customer continues to use the Website and the Services after such amendments and/or supplements to the Agreement, the Customer automatically accepts them and agrees with such amendments and/or supplements.
15.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
15.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
15.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if the Customer is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
15.7 This Agreement is made in English and it is governed, construed, and interpreted in accordance with the laws of Cyprus.
15.8 If you have any questions about our Website or your interaction with this Website, please contact us. We look forward to a successful cooperation!
PROXY-SELLER AFFILIATE PROGRAM TERMS AND CONDITIONS
These Terms are a legal agreement between SSV IT PROVIDER ONLINE SERVICES LTD (“PROXY-SELLER”, “we”, “us”) and You (the “Affiliate”, “you”).
We reserve the right to update and change the Terms from time to time without notice. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by us from time to time shall be subject to these Terms. Continued use of the Program after any such changes shall constitute your consent to such changes.
Any violation of these Terms may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding affiliate referral fee payments earned during the violation.
In these Terms, the following words have the meanings attributed to them:
1.1 “Affiliate” (“you”; “your”) means you, as a PROXY-SELLER’s affiliate.
1.2 “Personal Account” - the User’s account on the Website through which the User can use the Services. Personal Account also allows the Users/ Affiliates to receive their referral link and withdraw their referral fees.
1.3 “Affiliate Programme” means our programme for promotion of our brand by persons who register with us as Affiliates.
1.4 “Confidential Information” means all documents, information and materials and any other proprietary information which we provide to you, and which ought reasonably to be considered as confidential information.
1.5 “Intellectual Property Rights” means all intellectual property rights (including without limitation patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how) whether or not registered or registrable and also includes applications for registration of any of these rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.
1.6 “Referee” means an individual or legal entity referred by PROXY-SELLER's Affiliate. 1.7 All terms used below but not defined in these Terms shall be interpreted according to the Terms and Conditions.
2. ENROLLMENT IN THE AFFILIATE PROGRAMME
2.1 The Affiliate Program allows Affiliates to promote PROXY-SELLER's services using only promotional materials approved by us and thereby receive commissions as set out in this Agreement. Any improper activity that may harm PROXY-SELLER, our Users and/or our Affiliates shall be considered as a violation of these Terms.
2.2 PROXY-SELLER and the Affiliate agree that they enter into this Agreement as independent parties. Affiliates acknowledge that no partnership, franchise, or employment relationship will be established between them and SSV IT PROVIDER ONLINE SERVICES LTD.
2.3 During your participation in our Affiliate Program, we may provide you with confidential information, including, but not limited to, our company, operations, and technologies. You acknowledge and agree not to disclose the confidential information to any third parties or use it for purposes other than promoting our Services unless you have our written consent.
3. ACCOUNT REGISTRATION & TERMS
3.1 If you agree with these Terms and Conditions and want to become an Affiliate, you must sign up for the Personal Account. In order to complete the signup process you should provide your valid email address.
3.2 We reserve the right to validate your information at any time, including but not limited to verification of one or more official government or legal documents that confirm your identity (such as your current passport, national id card, driver’s license or any other valid government-issued document).
3.3 If you are an individual, you must be 18 years of age or older to join this Program.
3.4 Each Personal account is for use by either a single legal entity (e.g. a company or a partnership) or an individual. We do not permit you to share your login and password with any other person nor with multiple users on a network. Responsibility for the security of any logins and passwords issued rests with you.
3.5 Each individual or legal entity may sign up for only one Personal Account. Signing up for a few Personal accounts by the same individual, legal entity and/or their affiliate persons shall be considered as a violation of these Terms and shall result in terminating this Agreement, closing your account and withholding any unpaid commissions.
3.6 You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws in your jurisdiction (including but not limited to copyright laws).
3.7 In our sole discretion we may request your identity information. Failure to provide your identity information is a violation of this Agreement and may result in your termination from the Program and withholding any unpaid commissions.
4. WEBSITE AND/OR FORUM RESTRICTIONS
Your participating website(s), forums and/or other platforms where you can use the Link ("Your Website") may not:
4.1 Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
4.2 Violate any law, rule or regulation.
4.3 Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.
4.4 Contain any Internet viruses, malware, system and software viruses, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
4.5 Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
4.6 Mislead Users as to the products or services available on Your Website or on the PROXY-SELLER’s website, located at https://proxy-seller.com/.
5. REFERRAL LINKS & PROMOTION
5.1 Once you have signed up for the Personal Account you will be provided with the Link that must be used to identify you when placing a link from your website, email or other communications to PROXY-SELLER. It is your responsibility to ensure each such Link is correctly used by your Referee.
5.2 We also provide graphical images (the “banners”) that can be used within the links to promote PROXY-SELLER. The banners are available in your Personal Account. You may not modify the banners in any way. We reserve the right to change the banners at any time without notice.
5.3 You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website.
5.4 You may not use our name or banners in any bulk email whatsoever and in any type of contextual advertising (Google Ads and Yandex.Direct and the like) unless we have given our advanced written consent. We may terminate the Agreement if any meaningful spam complaints naming us or our Services result from your marketing activities.
5.5 You may not issue any press release with respect to this Agreement or your participation in the Program; such actions may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our Services, say you are part of PROXY-SELLER or express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement.
5.6 To attract new Users you are entitled to:
Share the Link with your friends, acquaintances, partners in messengers and on your email.
Place the Link and/or banner on your website, blog, forum.
Share the Link in social networks.
Leave the Link under video reviews.
Post the Link in the signatures on the forums.
Place the Link or banners in reviews and rating sites.
Share the Link in comments below the videos, articles, etc.
6. ORDER PROCESSING
6.1 We will process orders placed by Users who follow your affiliate links. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements according to our Terms and Conditions.
6.2 We will track the orders generated by you and will make this information available in your Personal Account. To permit accurate tracking, reporting, and commission accrual, you must ensure that your Referees properly use the Link.
6.3 It is our sole decision to collect orders and to have a list of available payment methods for the Users. We keep the right to either add or remove a payment method without any prior notice.
6.4 You are not allowed to add any payment method other than that offered by PROXY-SELLER. You are also not allowed to accept payments for our Services. You may not integrate any of your scripts into order processing. You may not pass the personal and billing information specified by the Users on the payment page to any of your scripts and you may not save these data. You may not pass the modified information to the payment gateways.
6.5 Any violations of the terms surrounding order processing shall constitute a material breach of this agreement, and may result in your termination from the program and withholding any unpaid commissions.
7. REFERRAL FEES
7.1 You are eligible to earn a referral fee if the User clicked-through the Link from your website, email, or other communications to the PROXY-SELLER, made an Order and did not return or request a refund during 5 days after making an Order. If they fail to complete making an order, return the Services or request a refund, you will not earn a referral fee.
7.2 We will only pay referral fees on links that are automatically tracked and reported by our systems. We will not pay referral fees if someone says they signed up through you but it was not tracked by our system.
7.3 The referral fee is a part of our revenue from Users that you refer. The referral fee will be calculated solely based on PROXY-SELLER's accounting. The referral fee will be credited to your Personal Account in 5 days after the User pays for our Services. You acknowledge and agree that you are only entitled to the referral fee only earned if a User makes a payment in full. If, for any reason, PROXY-SELLER does not receive payment from the User or credits such payment back to the User, you are not entitled to be paid any associated referral fee.
7.4 Our service has a such system of commissions:
7.4.1 Referral fees are payable to you in the case you generate Services sales derived from Users referred directly by you. The referral fee is up to 30% of the first order of each new referee and 10% from all the subsequent ones.
7.4.2 Referral fees are not payable to you in the case the Services sales derive from Users referred by your Referees.
7.4.3 Referral fees are payable to you only in the case the Services sales derive from the new Users. If these Users had already ordered our Services before they were referred by you, they are not considered to be the new Users and even if they make their new orders using your Link, referral fees shall not be payable to you.
7.4.4 The referral fee structure is subject to change at our sole discretion.
7.5 You are not allowed to participate in our Affiliate Program and receive referral fees for the order placed by you or your affiliate persons. If such an action is attempted then we have the right to terminate your affiliate membership, terminate all associated Personal Accounts, and withhold any unpaid commissions.
7.6 We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. We reserve the right to withhold commissions and terminate Personal Accounts for affiliates that repeatedly refer users that ask for refunds.
8.1 Provided that your Referee made an Order, did not return the Services and did not request a refund as prescribed in clause 7.1, the referral fee will become payable to You in 5 days after the day when User made an Order. If PROXY-SELLER is investigating your compliance with these Terms or you have been suspended or terminated, your payment may be delayed or withheld according to these Terms and/or applicable law.
8.2 PROXY-SELLER are carried out payments to Affiliates exclusively via the payment methods available in your Personal Account. You may receive a payment only if you chose the payment method available in your Personal Account and provided us with your payment information through linking your payment details in your Personal Account.
8.3 For some payment methods, the minimum payment threshold may be applied. Information about the minimum payment threshold shall be available in the Personal Account. If the minimum payment threshold is applied, payments will be made only after the amount of the referral fees reaches the specified threshold.
8.4 User payments refunded or payments charged-back due to credit card fraud do not qualify for referral fees. We may delay crediting of referral fees subject to risk analysis considerations and Anti-Money Laundering procedures.
8.5 All referral fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your involvement in these Terms and shall be the responsibility of, and payable by you.
9. USER DEFINITION
10. COPYRIGHTED AND TRADEMARKED MATERIAL
10.1 You are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your website) obey all applicable copyright, trademark, and other laws. PROXY-SELLER will not be responsible if you use another party's copyrighted or trademarked material in violation of the law.
11. TERM OF THE AGREEMENT AND PROGRAM
11.1 The term of this Agreement will begin upon you sign up the Personal Account and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your address on our records, is considered sufficient notice to terminate this Agreement.
11.2 We reserve the right to end the Program at any time. Upon Program termination, we will pay any legitimate outstanding earnings unless other prescribed by these Terms and/or applicable law.
12.1 PROXY-SELLER, in its sole discretion, has the right to suspend or terminate your Personal Account and refuse any and all current or future use of the Program, or any other PROXY-SELLER’s Services, for any reason at any time. Such termination will result in the deactivation or deletion of your Personal Account, and the forfeiture and relinquishment of all potential or accrued referral fees in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. PROXY-SELLER reserves the right to refuse service to anyone for any reason at any time. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our website and all our images and other materials provided under the Program.
13. RELATIONSHIP OF PARTIES
13.1 You and PROXY-SELLER are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Agreement.
14. LIMITATIONS OF LIABILITY
14.1 PROXY-SELLER and any of the PROXY-SELLER's officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program.
15. DISCLAIMER OF WARRANTIES
15.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PROGRAM AND THE PROXY-SELLER’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROXY-SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PROXY-SELLER OR THE CONTENT OF ANY SITES LINKED TO THE PROXY-SELLER AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PROXY-SELLER, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION.
16.1 All notices given by you to us must be given to SSV IT PROVIDER ONLINE SERVICES LTD at firstname.lastname@example.org. We may give notice to you at the e-mail address you provided to us when registering. Notice will be deemed received and properly served 24 hours after an email is sent. In proving the service of any notice, it will be sufficient to prove in the case of an email, that such email was sent to the specified email address of the addressee.
17.1 If we fail, at any time to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled hereunder, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
17.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
17.3 No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
18.1 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
19. GOVERNING LAW AND JURISDICTION
19.1 In all other respects that are not provided for by the provisions of the Terms, PROXY-SELLER and You are guided by the current legislation of the Republic of Cyprus, applicable international law, and the established fair business practice.
19.2 If there is a dispute, You and we are obligated to settle it through peaceful negotiations within 60 (sixty) days.
19.3 Dispute (s) regarding a breach of obligations are sent in writing with the attachment of documents confirming the claim. It shall be sent to our e-mail address indicated above.
19.4 If such dispute(s) is/are not resolved by negotiations, any dispute(s) arising out of or in connection with the Terms, You and PROXY-SELLER agree that the dispute may be referred to the court at the location of SSV IT PROVIDER ONLINE SERVICES LTD.