AstroProxy License Agreement
Last Updated: February , 2022
Present AstroProxy License Agreement (Agreement) is a legally binding agreement between you (You, User) and the Cyberzilla LLC., incorporated under the laws and regulations of the Armenian Republic (Company, We, Us), that regulates Your use of the System (as defined below).
You unequivocally and unconditionally agree to be bound by the terms of this Agreement and its annexures by registering an Account at the System.
Annexures to the Agreement (Annexures) include, but not limited to the following documents:
Please note, some of the provisions of the aforementioned documents could be further elaborated within the System.
The complex of the terms and conditions foreseen by present Agreement, its Annexures and the System comprise the entire understanding and agreement between You and the Company.
In case You do not agree to any of the conditions foreseen by this Agreement and its Annexures, You shall immediately stop Account registration and terminate any use of the System.
The Company hereby reserves the right to amend the Agreement and its Annexures by publishing their updated version within the System. The date on their first page signifies the date of the last update of the documents.
You hereby undertake to keep yourself updated with the Agreement, on a regular basis check for the updates within the System and make Yourself acquainted with amended text in case of update.
Where upon amendment of the Agreement and(or) its Annexures You do not agree to any of the amendments, You shall immediately terminate any use of the System and close Your Account.
TERMS AND DEFINITIONS
In case any of the words used in the text of the Agreement starts from the capital letter it shall be understood and interpreted in the way foreseen by the present section of the Agreement.
Company, We, Us
The private company Cyberzilla LLC., registration number 53111969, addressed at Republic of Armenia, Yerevan city, Grigor Lusavorich street 7
A set of information, web forms, software and hardware and intellectual property objects (including computer software, database, graphic interface design, content, etc.) that belong to the Company, can be accessed from various User devices connected to the Internet through special web browsing software (browser) at “astroproxy.com” domain, including domains of the following levels, as well as all IP addresses to access the System, and be utilized in accordance with the permitted uses as set out in the Agreement for anonymous use of the Internet.
Individuals and legal entities that conform to the eligibility requirements foreseen by present Agreement, have a registered Account, use the System.
The set of the data recorded in the System under the specific User from the moment of its successful registration and includes all User interactions with the System.
The Personal Data of the User provided by the individual to the Company by filling in the registration form to register an Account, the full list of which is provided in the relevant section of present Agreement and its Annexures.
User’s account registered on the third-party platforms and websites, such as Gmail, Facebook, Google+, etc., that per User's confirmation can be used for the registration of an Account within the System.
Any information that relates to an identified or identifiable living individual that Users provide Company during Account registration, information which is collected about User automatically by System, information Users shared with the Company for registration and communication purposes, as well as information that Company obtains from third parties.
The remuneration of the Company for granting rights to use the System to the Users.
The payments option where User agrees to the payment of the License Fee on the recurring payment basis.
Legal entities that are not affiliated to the Company and provide services enabling Users to pay the Licensing Fees to the Company.
Services provided by the legal entities not affiliated to the Company, information on which can be found within the System.
In case this document uses any terms that have not been defined above or under the remaining part of the document, such terms need to be understood in the way they are interpreted in the Annexures, applicable laws, and regulations and only as a last resort according to common practice.
To be eligible to use the System, You shall simultaneously correspond to all following conditions
during the whole period of use of System:
- Reach the age of 18 years old;
- Have power to represent the legal entity that is intended to use the System (in case where User is a legal entities);
- Have full legal capacity to enter into legally binding agreements, including but not limited to present Agreement;
- Use the System only for the lawful purposes, that are not related to the terrorism, fraudulent, scam or any other type of illegal activity and does not interfere with the limitations foreseen by the Agreement, laws and regulations of the country of Your citizenship and residence, country where Our Company is registered, as well as any other jurisdiction applicable to Our relationships under the Agreement.
- We hereby reserve the right to refuse You in registration of the Account and(or) suspend Your access to the System, where We have any grounds to believe that any of the requirements provided in the present chapter of the Agreement are not fulfilled or any other conditions required such actions and provided by the Agreement and its Annexures are present.
- To be eligible to use the System, You shall simultaneously correspond to all following conditions during the whole period of use of System:
ACCEPTANCE OF THE AGREEMENT
- You shall be deemed as You carefully studied the entire text of the Agreement and all its Annexures and unconditionally and unequivocally accepted present Agreement and its Annexures once You execute registration of an Account with use of the System functionality.
- To register an Account within the System You can elect to use the manual registration procedure in the System or registration with a designated third-party website or service.
In order to use manual registration procedure in the System follow below steps:
- Go to the initial page of the System website;
- Find and press a button “Register” on the initial page of the Website;
Fill in following Registration Data on the page You will be transferred to:
- Your email address (it will be used as “Login” during Your further interaction with the System);
- Random set of letters, numbers, and symbols (it will be used as “Password” during Your further interaction with the System).
- Press the button “SIGN UP” on the same page of the System website;
In order to use registration with a designated third-party website or service follow below steps:
- Go to the initial page of the System website;
- Find and press a button “Register” on the initial page of the System’s website;
- Find and choose a button of signing up with the third party account on the System’s website;
- Follow the procedure for the confirmation of granting access of the System to Your Third-Party Account provided on the website of such third party where You will be redirected.
- Along with Your acceptance of present Agreement and its Annexures registration of an Account shall be deemed as the confirmation of Your conformance to the System eligibility criteria and providing other guaranties disclosed in the warranty section of this Agreement.
- In case You have any problems or questions regarding the System and(or) registration use please contact Us at the contact details provided in the present Agreement and within the System’s website.
GRANT OF LICENSE
- Company grants You a world-wide non-exclusive, non-transferable, paid license to access and use the System solely for Your direct personal non-commercial use during the term of present Agreement remain in force, unless the Agreement foreseen otherwise.
- You shall not (i) grant any rights provided under this Agreement and Annexures and (ii) permit or enable any third parties to use the System on Your behalf.
- Company reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System.
- You may use the System in accordance with the following permitted uses: (i) for the purpose of accessing the Internet using an Internet Protocol proxy address (IP proxy address) provided by other Users - this type of use may be chosen by You directly using the System’s functionality (Receiving Proxy), and (ii) for the purpose of providing Your Internet Protocol address (IP address) to other Users (Providing Proxy), for which the Company grants such Users the option to use the System under the terms of Receiving Proxy on special terms per written request of such Users.
- We will enable You to access the System under the Providing Proxy mode where We are technically able to do so, and upon successful submission by You of a form which We will provide upon Your written request. By using the System under the Providing Proxy mode You agree that some of Your Internet traffic and resources on your device may be used by other Users who are using the System under the Receiving Proxy mode. By using the System as the Providing Proxy User You agree that the consumption of Your Internet traffic will be subject to the terms of Your contract with Your internet service provider and that the amount of Your device resources consumed will depend on the amount of usage of the device by the Users who use the system under the Receiving Proxy mode.
- When using the System using the System under the Providing Proxy mode You have the rights to: (i) specify in the form the domains for which Your device may and may not be used by other Users accessing the System under the Receiving Proxy mode, (ii) terminate Your access to the System under the Providing Proxy mode at any time by sending Use a written request.
- Special conditions for using the System under the Receiving Proxy mode for those Users that have access to the Providing Proxy mode are stated in the initially submitted form, and depend on the actual use of the User's device by other Users. Please note that proxy granting is only possible if the following conditions are simultaneously met: (i) Your device is connected to WiFi, (ii) Your device is not in use by You, (iii) Your device is connected to the network, or is more than 60% charged.
- The Company may grant You the right to access and use the System on a trial, evaluation, beta or other free-of-charge basis (Free Trial). You hereby acknowledge and agree that You may only use the System under the terms of Free Trial on a temporary basis and within the scope specified by the Company under the conditions of Free Trial in the System.
- You hereby acknowledge and agree that where You fail to cancel Your access to the System under the terms of Free Trial by the end of it, You shall be deemed as (i) satisfied by the Your System experience quality of the System and (ii) willing to continue use of the System on the terms of Your Free Trial and be pay for use of the System.
- The Company reserves the right, in its own discretion, to cease providing the Free Trial at any time. In such case You will no longer have access to the functionality of the System provided under the Free Trial.
- In order to get access to the functionalities of the System under the Receiving Proxy mode Users are required to elect and pay the Licensing Fees using the functionalities of the System.
- The Licensing Fees rates and the payment terms are provided within the System.
- By electing the Autorenew Option You grant the Company a right to send orders to the Your Payment Provider for deduction of the Licensing Fee upon expiry of a certain period on a regular basis.
- The Company hereby reserves the right at its own discretion to amend the Licensing Fees rates (including increasing the Licensing Fees rates) and payments terms at any time without notification of the Users. The amended Fees rates and payments terms become applicable upon their publication in the System and(or) present Agreement.
- In case You do not agree to the amended Licensing Fees rates and(or) payments terms You need to immediately cease Your use of the System and cancel all the upcoming payments of the Licensing Fees if such are applicable to You under the terms of Autorenew.
- The Licensing Fees rates does not include taxes and any side commissions of the Payment Providers. The User shall be responsible for payment of all such applicable taxes, levies, duties, and commissions. The charging of such commissions, if any, is regulated by the agreement between such Payment Providers and the User.
- Users hereby agree to receive electronic invoices and receipts from the Company.
- Users hereby agree and warrant to inform the Company on any errors and flaws in the System that enable Users’ free of charge use of the System. Where the User fails to commit to the warranty Company is eligible to charge User for the use of the System during the term of such errors and flaws were presented based on the Licensing Fees rates applicable.
- You hereby acknowledge and agree that to the extent permitted by law the Company can refuse You to refund Licensing Fees. You can find detailed terms on the Licensing Fees refund in the AstroProxy Refund Policy.
INTELLECTUAL PROPERTY RIGHTS
- All Company’s intellectual property assets contemplating the System, including but not limited to all copyrights, trademarks, patents, trademarks, software code, icons, logos, characters, layouts, trade secrets, color scheme, graphics, images, and texts are protected by intellectual property laws and treaties.
- Name “AstroProxy”, logotype and corporate identity represent the intellectual property of the Company.
- All the above-mentioned objects belong to the Company and are its sole property, including all the material rights on the texts, graphics, content, trademarks, databases, etc. created by third-party contractors, employees, Company consultants, and other Company partners.
- You hereby represent and guarantee that You will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the intellectual property without the explicit written consent of the Company.
- You hereby agree that all the above-mentioned objects are protected by copyrights, trademarks, or other respective intellectual property rights.
- Nothing within the Agreement, its Annexures and the System should be construed as transfer, by implication, estoppel or otherwise, any rights for any intellectual property displayed or used within the System to the Users.
- For the avoidance of doubt, the Company prohibits the use of any of its or its affiliates logos as part of a link to or from any website unless the Company approves such use of its or its affiliates logos in advance and in writing.
- Third-Party Services include the Payment Providers services and any other services, information and links on which in any form are provided within the System. These services are provided by external service providers that are not related to the Company.
- Any information on the Third-Party Services and the links to websites/platforms where Users can get the Third-Party Services (e.g., in the form of buttons, System sections) is provided exclusively for the information purposes of the Users and in no case shall be regarded as recommendations to use such Third-Party Services or any other services provided by such external service providers.
- The Users shall always remember that such Third-Party Services are the subject to user agreements and other documentation provided on the websites/platforms of external service providers. They are not subject to the present Agreement and their Annexures. It is Users' sole responsibility to find, carefully study such documents and understand all relevant terms and conditions on which they will be rendered Third-Party Services. In no case Company shall bear any liability for the losses of the Users derived from the use of the Third-Party Services.
USER WARRANTIES AND OBLIGATIONS
Users hereby guarantee and warrant following:
- To respect and follow the Agreement and its Annexures, as well as other rules provided within System;
- To restrain from furthering, performing, undertaking, or engaging in any unlawful activity through User’s relationship with Us or through User’s utilization of the System;
- To restrain from furthering, performing, undertaking, or engaging in using the System for distributing 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;
- To restrain from furthering, performing, undertaking, or engaging in activities that may cause (i) 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; (ii) distribution of any unlawful content or encouraging of any unlawful activity; or (iii) any damage or service disruption to any third-party computers or service;
- To comply with the Agreement and its Annexures, laws, and regulations of the country of User’s citizenship and residence, country where Our Company is registered, as well as any other jurisdiction applicable to Our relationships under the Agreement;
- All the information that User provided Us during the Account registration, as well as during User’s utilization of the System is accurate and up to date;
- To immediately update the Company on any changes in the Registration Data and any other information provided during User’s utilization of the System;
- To restrain from using the System in the name of any third party, unless it is agreed with the Company, meaning that they are fully responsible for all activity that occurs under their Account.
Users that access the System under the Receiving Proxy mode are hereby further warrant on the
- To restrain from using the System to send threats, insults, other messages, the distribution of which is restricted or prohibited by law or contrary to the general principles of morality, ethics;
- To restrain from using the System for a breach or attempt of breach of the Internet security, security of Internet users (including, but not limited to, committing or attempting to commit the following acts (i) obtaining unauthorized access to third party data for which User is not supposed to be the original recipient, (ii) using illegally obtained data to access third party servers for authorisation purposes; including using technologies: port scans, flood pings, packet spoofing and forged routing information;
- To restrain from using the System to gain unauthorized access to third party resources (sites, accounts, pages, etc.), and/or use them;
- To restrain from using the System for sending unsolicited e-mail messages (Spam), as well as any e-mail messages to individuals who have not specifically requested such materials and/or have not expressly consented to receive relevant materials from the User. In this context, Spam generally means mass emails unless the list of recipients is generated using the double opt-in method with a record of the IP address from which the subscription was validated which must match the IP address of the proxy. Spam and contributing actions also equate to (i) sending emails without an unsubscribe link; (ii) providing links to servers and subnets used for mailings and other actions (including indirect actions) that enable or facilitate the uncoordinated sending of messages (collection/transfer of addresses, distribution of programs, sites), (iii) committing actions that lead to blacklisting spamhaus.org.
- To restrain from using the System in conjunction with software enabling the automated purchase of goods, works or services (including tickets, articles of clothing, etc.);
- To restrain from using the System for the purpose of imitating advertising traffic;
- To restrain from using the System for the purpose of unauthorized automated data collection (Parsing). Parsing shall be deemed abusive if the following conditions are met: (i) it is made in breach of the robots.txt file instructions, (ii) it is made in breach of the terms of the agreement or other document governing the User's use of the data, (iii) it is made in breach of personal data laws.
Users that access the System under the Providing Proxy mode are hereby further warrant on the
- He/she/it has all relevant rights and permissions in respect of the device in order for it to be used for access to the System under Providing Proxy mode and shall have such rights and permissions for the duration of his/her/its access to the System under Providing Proxy mode, failing which the User shall immediately terminate access to the System under Providing Proxy mode;
- He/she/it will adequately monitor Internet traffic consumption, use of the device's resources and other aspects of the use of the device for access to the System under Providing Proxy mode.
- The above list of restrictions is not exhaustive. The Company reserves the right to independently determine in some cases whether the use of the System is lawful or in violation of the terms of the Agreement. In case of breach of the Agreement terms, the Company has the right to limit (temporarily or completely) the User's access to the Account and to perform other actions specified in the Agreement and/or the implementation of which has been considered necessary by the Company.
- The Company reserves the right to investigate all violations of the Agreement and its Annexures, threats and unauthorized use of the System and will act accordingly and in a manner that is considered appropriate, including, among other things, reporting on the suspicion of illegal activities to the competent law enforcement authorities or other authorized third parties. If necessary and bound by the law, the Company will disclose all the relevant information to the above-stated authorities, including personal names, emails, IP address, search history, etc.
- Where the User violates any laws that apply to him regarding using the System, or the above-stated requirements, the Company has the right to take all necessary measures directly, including but not limited to cancellation of the User Account, and even through the form of action to prosecute the User legal responsibility. In such a case, the Company shall inform legal authorities about such User and reserves the right to announce such User publicly to ensure the safety of other Users, people, institutions, governments, and states.
- Users hereby guarantee and warrant following:
LIMITATION OF COMPANY’S LIABILITY, EXCLUSION OF ANY WARRANTIES
- The Company provides access to the System on an "AS IS" and "AS AVAILABLE" basis, with no further promises and guarantees from the Company, whether express or implied to the condition, on 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.
- Company 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.
- The User hereby acknowledges and agrees to bear any loss resulting in his/her own fault or error of ordering the extended access to the System and payment of the Licensing Fees.
- Although the Company does everything possible to provide accurate and timely information within the System, it may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors.
- The Company shall not be liable for any direct, indirect, punitive, incidental, consequential, and other damages or loss of data, profits, goodwill or reputation, personal injury or any other damage resulting from the following: (i) Your access and use of the System, (ii) Your inability to use the System (iii) any information or content contained within the System.
- The Company does not make any representations and excludes any warranties, expressed or implied, to the fullest extent possible under the applicable law regarding the relevance, reliability, availability, timeliness, and accuracy of the System information, the content of the System and links to third party websites within the System.
- The Company shall not be liable for failure to fulfill its obligations under the Agreement, if such failure is the result of any reason beyond its reasonable control, which includes, inter alia, force majeure, hacker attacks, mechanical, electoral and communication impairments or deterioration.
- Access to the System, information and content on it, are provided without any warranty of any kind.
- During Users access to the System under Receiving Proxy mode the Company does not assume any responsibility for the legal treatment of the devices of the Users accessing the System under the Providing Proxy mode. In cases where a device has been used for access to the System under the Receiving Proxy mode in breach of the warranties and conditions set out in the Agreement, the User who access the System under the the Providing Proxy mode shall be personally liable for this and undertakes to indemnify the Company against any kind of claims from third parties and/or authorities and/or institutions.
- To the maximum extent permitted by the applicable law, You hereby agree to indemnify the Company and its partners against any action, liability, cost, claim, loss, damage, proceeding, or expense suffered or incurred if direct or not directly arising from Your use of the System or from Your violation of this Agreement and its Annexures.
Company in its sole discretion and at any time, may suspend User right to access or use the System
immediately upon notice to User in case Company determines that:
- User's use of the System (i) poses a security risk to the System or any third party, (ii) may adversely impact the System or any other User, including by way of causing a user to be blocked from certain websites, networks or services, (iii) may subject Company, our affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, or (v) may disparage or devalue Company's reputation or goodwill; or
- User is in breach of this Agreement, including if User is delinquent on payment obligations.
- Company in its sole discretion and at any time, may suspend User right to access or use the System immediately upon notice to User in case Company determines that:
- The Company shall have the right, but not the obligation, to monitor User's use of the System for billing purposes and to verify no misuse or network abuse.
- The Company may share the User's relevant information with any authority in case of a complaint or a lawsuit, where the Company determines that it is necessary to comply with law, regulation, subpoena or court order.
TERM AND TERMINATION
- This Agreement shall remain in force until terminated by either of the parties in accordance with 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 until the end of the calendar month. The Agreement shall be deemed as terminated on the last day of the calendar month in which the written notice was received, without the party incurring any liability towards the other party by virtue of such termination.
- The delivery of aforementioned written notice shall be executed to the email address provided by the parties during the execution of the Agreement. For such purposes, the Company can use User email address provided during the Account registration, while the User shall use the email address provided by the Company at the end of present Agreement
- The Company shall be entitled to terminate this Agreement immediately by the written email notice to the User where the Company has any doubts that (a) the User is in breach of any representation or warranty found in this Agreement; (c) the User engages in any action or activity that, in Company’s sole discretion, places Company at risk under any applicable laws or regulations. Company shall not be liable to the User or any third party for the losses caused by the termination of this Agreement.
- Upon termination of the Agreement, any outstanding consideration amounts shall immediately become due and payable, the license granted herein shall be terminated and the User shall immediately stop using the System.
APPLICABLE LAW AND DISPUTE RESOLUTION
- The Agreement shall be governed by and interpreted in accordance with the laws and regulations of the Armenian Republic.
- User and Company hereby agree to notify each other in writing of any dispute within sixty (60) days of when it arises. For such purposes, the Company can use User email address provided during the Account registration, while the User shall use the email address provided by the Company at the end of present Agreement
- Users agree that any dispute, controversy, difference, or claim arising out of or relating to the Agreement, including the existence, validity, interpretation, performance, breach, or termination thereof shall be tried to be resolved via negotiations, before taking them before the court.
- Should the dispute not be settled during negotiations, then the interested party can present the dispute before the relevant court of the Armenian Republic in accordance with the Company location.
- The parties may only bring an action against the other party in any dispute on their own behalf, and not on behalf of another person or entity or group of persons. Users and the Company agree not to participate in consolidated proceedings in disputes involving any other person or entity (class action).
TRANSFER AND ASSIGNMENT
- You may not assign or transfer any of your rights or obligations under this Agreement and its Annexures without prior written consent from the Company, including by operation of law or in connection with any change of control.
- Company may transfer or assign its rights and(or) obligations under present Agreement and its Annexures at any time without User’s approval, including as part of a merger, acquisition or other corporate reorganization involving the Company.
- The Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
- The Agreement contains the entire agreement of the parties regarding the use of the System and supersede all prior and contemporaneous understandings between the User and the Company regarding the same subject.
- In the event of any conflict between the Agreement and any other Your written agreement with the Company, the terms of that other agreement will prevail only if the Agreement are specifically identified and declared to be overridden by such other agreement.
- Company’s failure or delay in exercising any right, power or privilege under the Agreement shall not be deemed as a waiver thereof.
- The invalidity or unenforceability of any of the Agreement shall not affect the validity or enforceability of any other of the Agreement, all of which shall remain in full force and effect.
- The Company hereby reserves the right to amend the Agreement at its own discretion at any reasonable rate of frequency by posting the amended text of the Agreement within the System. The new version of the Agreement will include an update date on its first page.
- The User undertakes at own risk to keep himself/herself updated with the Agreement amendments, and do the following: (i) to memorize/make a note of the date of last update provided in the Agreement (e.g., to save a copy of the Agreement and its Annexures, etc.) upon the initial registration of his/her Account and any time after the amendment, (ii) to visit on a regular basis the relevant page of the System website and study the entire document of amended Agreement in case of change in the update date.
- In case You do not agree to any of the amendments on the Agreement, You shall immediately terminate use of the System.
If anything is left unclear in the text of the Agreement or any of its Annexures, we will be glad to clarify its provisions for You.
For questions related to the Agreement, its Annexures and System, please contact us via the following email: [email protected].