This License Agreement (the “Agreement“) is an agreement between Secure Privacy Group Limited also known as “ProxyRack” or “Proxy Rack” and the entity you represent (“Customer“). This Agreement takes effect when you signed ProxyRack Service Order or , if early , when you access or use any component of ProxyRack System (the “Effective Date“).
ProxyRack offers a service which enables browsing the internet by redirecting users’ communication through ProxyRack and its Network Partners point of presence around the world (the “System“). By Signing the Service Order the Customer acknowledge that it wishes to utilize the System for certain purposes relating to its business operation (the “Purpose“).
1. Grant of License
1.1 During the term of this Agreement ProxyRack grants the Customer a limited license (with no right to sublicense, unless confirmed in writing) to access and use the System for the Purpose.
1.2 ProxyRack reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System.
2. Warranties and Representations by the Customer
The Customer warrants, represents and covenants to ProxyRack that it shall:
2.1 Not use the System intentionally in violation of applicable law or regulations or any third party rights (including intellectual property rights), or for governmental uses.
2.2 Not use the license to the System granted herein to: (i) distribute cracking, warez, ROM, virus, 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; (ii) cause any network resource to be unavailable to its intended users, including, without limitation, via “Denial-of-Service (DoS)” or “Distributed Denial-of-Service (DDoS)” attack; (iii) distribute any unlawful content or encourage any unlawful activity; or (iv) cause any damage or service disruption to any third party computers or service.
3.1 Following the free trial period, Customer who wishes to continue using the System will enter a valid payment method as a condition for further use or access to the Service, at the consideration stated in the ProxyRack Web site.
3.2 Prices are net of any withholding or other taxes and the customer shall be responsible for payment of all such applicable taxes, levies, or duties.
4. Temporary Suspension
ProxyRack in its sole discretion and at any time, may suspend Customer right to access or use the System immediately upon notice to Customer if ProxyRack determines that:
(a) Customer use of or registration for the Service (i) poses a security risk to the System or any third party, (ii) may adversely impact the System , ProxyRack Network Partners or any other ProxyRack customer, including by way of causing any user to be blocked from certain websites, networks or services, (iii) may subject ProxyRack, our affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent ; or (vi) is in breach of any of the terms stipulated in the “End User License Agreement”; or
(b) Customer is in breach of this Agreement, including if Customer is violating its payment obligations.
5. Disclosure of Information
ProxyRack shall have the right, but not the obligation, to monitor Customer’s use of the System for billing purposes and to verify no misuse or network abuse. ProxyRack may share the Customer’s relevant information with any authority in case of a complaint or a lawsuit, if ProxyRack determines that it is necessary to comply with law, regulation, subpoena or court order.
6. Term and Termination
6.1 This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
6.2 Either party shall have the right to terminate this Agreement immediately at any time by providing the other party an advance written notice. The agreement will terminate at the end of the calendar month at which the written notice was received, without the party incurring any liability towards the other party.
ProxyRack shall be entitled to terminate this Agreement immediately by written notice to the Customer if (a) any act or omission by Customer results in a suspension; (b) the Customer does not comply with any representation or warranty found in this Agreement; (c) the Customer engages in any action or activity that, in ProxyRack’s sole discretion, places ProxyRack at risk under any applicable laws or regulations. ProxyRack shall not be liable to the Customer or any third party for the termination of this Agreement.
6.3 Upon termination, any outstanding Consideration amounts shall immediately become due and payable, the license granted herein shall be terminated and the Customer shall immediately stop using the System.
7. Disclaimer of Warranties
ProxyRack is providing the use of the system on “as is” basis and it expressly disclaims any and all representations and warranties, whether express or implied to the condition, value or quality of the system, including, without limitation, any warranties of merchantability, suitability or fitness for a particular purpose, non-infringement, security, accuracy, absence of viruses or any defect therein, warranties arising from a course of dealing, usage or trade practice. ProxyRack further expressly disclaims any representations or warranties that the use of the system will be continuous, uninterrupted or error-free, or that any information contained therein will be accurate or complete.
8.1 This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein. No modification or other amendment to this Agreement shall be valid unless reduced to writing and signed by both parties.
8.2 All notices or other communications hereunder shall be given by email to addressee on signature below.
8.3 This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties.
8.4 If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
8.5 No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.