You agree that, except as expressly provided in these Terms, you will not: (i) copy the FrostProxy Services or Site Materials or any portion thereof; (ii) distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works based on, print any part of, or otherwise attempt to discover the source code, compiled executables, intermediate files, or underlying structure, ideas, know-how or algorithms relating in any way to the FrostProxy Services or Site Materials; (iii) rent, transfer, resell, lease, license, assign, grant any rights in, or otherwise make available the FrostProxy Services or Site Materials to third parties or offer it on a standalone basis; (iv) use the FrostProxy Services or Site Materials in a fashion that could reasonably be deemed to compete with the business of FrostProxy; (v) use the FrostProxy Services or Site Materials to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates third party rights; (vi) use the FrostProxy Services or Site Materials to conduct “phishing” or other similar activities or in any other manner that could be misleading to third parties; (vii) use the FrostProxy Services or Site Materials to create, use, send, store, or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the FrostProxy Services or Site Materials; (viii) use the FrostProxy Services or Site Materials in any manner that violates any applicable foreign, federal, state or local law, rule or regulation; or (ix) use the FrostProxy Services or Site Materials in any manner that violates any third party rights or this Agreement.
We may terminate or suspend access to the Services immediately, without prior notice or liability (other than refunding pre-paid fees to the extent we terminate based on no action or omission on your part), for any reason whatsoever, including, but not limited to, if you breach any of the Terms. All provisions of the Terms which, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnifications and limitations of liability.
You are solely responsible for your actions and omissions, the actions and omissions of all users of your account, and any data that is created, stored, displayed by, or transmitted through your account while using FrostProxy. You will not engage in any activity that interferes with or disrupts the Services or networks connected to FrostProxy.
FrostProxy exclusively owns and reserves all rights, title, and interest in and to the FrostProxy Services and the materials associated with the Services, including, without limitation, all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials"), and all are protected by U.S. and international copyright laws. FrostProxy, and any other product or service name or slogan contained in the Site are trademarks of FrostProxy and its suppliers or licensors (unless otherwise indicated), and may not be copied, imitated or used, in whole or in part, without the prior written permission of FrostProxy or the applicable trademark holder. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of FrostProxy and may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
You are granted a limited, non-sublicensable license to access and use the Site and the FrostProxy Site Materials solely in connection with the Services. Such license is subject to this Agreement and does not include: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the distribution, public performance or public display of any Site Materials except in connection with your authorized use of the Site and the Services; (c) modifying or otherwise making any derivative uses of the Site and/or the Site Materials, or any portion thereof; (d) use of any data mining, robots, page scraping or similar data gathering or extraction methods; (e) reverse engineering or attempting to reverse-engineer any functionality provided on the Site or Site Materials or (f) any use of the Site or the Site Materials other than for their intended purpose.
The FrostProxy Service may invite or enable you and other users to create, submit, record, post, display, transmit, perform, publish or distribute communications (including but not limited to voice communications), content and materials (including without limitation text, writings, photographs, graphics, images, comments, chat text, personally identifiable information, etc.), including by making the foregoing available to FrostProxy and other users of the FrostProxy Service, whether via e-mail or through online forums, chat rooms or features, message boards, messaging services, blogs or other functionality of the FrostProxy Service or portions thereof (collectively, “User Content”). FrostProxy has no obligation to accept, display, review, maintain or otherwise exploit any User Content. You understand that all User Content available in connection with the FrostProxy Service is the sole responsibility of the person from whom such User Content originated. FrostProxy has no obligation to pre-screen, review, examine, evaluate or otherwise monitor any User Content for accuracy, validity, legality, decency, integrity or any other quality. FrostProxy makes no, and hereby disclaims any and all, warranties or other guarantees with respect to User Content. You understand that your use of the FrostProxy Service is at your own risk and that by using the FrostProxy Service, you may be exposed to User Content that is offensive, indecent, objectionable or that does not otherwise meet your needs. You bear all risks associated with the use of any User Content available in connection with the FrostProxy Service. FrostProxy shall not be liable in any way for any User Content made available via the FrostProxy Service, including, but not limited to, any errors or omissions in any such User Content, or any loss or damage of any kind incurred as a result of the use of such User Content. Notwithstanding the foregoing, FrostProxy reserves the right in its sole discretion to pre-screen, review, monitor, refuse, remove from the FrostProxy Service, censor, edit, alter, delete, disable access to or otherwise make unavailable any User Content (including without limitation Your Content) without notice for any reason, including without limitation the violation of these Terms, or for no reason, at any time. You may bring User Content that you believe violates these Terms, or other inappropriate user behavior, to FrostProxy’s attention by contacting FrostProxy at [email protected]. User Content that you make available in connection with the FrostProxy Service is referred to herein as “Your Content.” You agree that Your Content is not confidential. You further agree that Your Content will not be returned to you. You represent and warrant that Your Content is original to you and that you exclusively own the rights to Your Content, including the right to grant all of the rights and licenses in these Terms without FrostProxy incurring any third party obligations or liability arising out of its exercise of such rights and licenses. FrostProxy does not claim any ownership rights in Your Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit Your Content. FrostProxy has no obligation to monitor or enforce your intellectual property rights in or to Your Content. FrostProxy shall not be responsible for another user’s misuse or misappropriation of any of Your Content. You hereby grant to FrostProxy a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, (with the right to sublicense), to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit for any purpose Your Content via the FrostProxy Service or by any other means. You also hereby grant to FrostProxy the right to sublicense and authorize others to exercise any of the rights granted to FrostProxy under these Terms. You further hereby irrevocably grant to FrostProxy the unconditional right to use and exploit your name, voice, persona and likeness included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in Your Content, regardless whether Your Content is altered or changed in a manner not agreeable to you.
FrostProxy may use data provided by third parties in the content on the Site and in the Services and may provide links to web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. FrostProxy does not monitor or have any control over any Third Party Content or third party websites. FrostProxy does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site. To the extent you are allowed to post Third Party Content on the Site, you agree to abide by all terms of service and/or end-user license agreements of said third parties, and you further warrant that you have the right to post the Third Party Content on the Site and you indemnify and will hold FrostProxy harmless for any damages resulting from posting said Third Party Content on the Site.
Some Services are provided on a fee basis. You agree to pay FrostProxy the fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for such Service. You hereby authorize FrostProxy to charge your credit card or other payment method on a monthly, annual, or other agreed upon basis, as set forth in the pricing and payment terms presented to you for such Service, in advance of providing the Services. The Services may be interrupted on accounts that are past due. Fees paid by you are non-refundable, except as provided in these Terms or to the extent required by law. Accounts that are not collectable by FrostProxy may be turned over to an outside collection agency for collection. You may cancel your use of the Services at any time as noted on our dashboard. You understand and agree that you will not receive a refund or credit of any pre-paid fees. Subject to the Terms, certain FrostProxy Services are provided to you without charge, up to certain specified limits. Usage over these limits requires your purchase of additional resources or Services and FrostProxy may limit your access or usage until the required payment is made. You acknowledge that FrostProxy may prospectively change the specified rates and charges from time to time. FrostProxy is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by FrostProxy. Currency exchange settlements will be based on agreements between you and the provider of your credit card.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT FrostProxy's WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. FrostProxy MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FrostProxy DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, FrostProxy SHALL NOT BE LIABLE TO YOU UNDER BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (A) FOR ERRORS IN THE FrostProxy SERVICES OR MATERIALS, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF PROFITS OR BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FrostProxy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (C) FOR ANY MATTER BEYOND FrostProxy'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE GREATER OF (I) $100 OR (II) THE AMOUNT PAID OR PAYABLE BY YOU TO FrostProxy FOR THE FrostProxy SERVICES IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
You represent and warrant that your use of the FrostProxy website and Services will be in strict accordance with with this Agreement and with all applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. You acknowledge that the laws and regulations of the United States and other jurisdictions restrict the export and re-export of commodities and technical data of the United States or other origin, including the FrostProxy Services and Materials. You agree to comply with all such restrictions and will not deviate from them in any way without the appropriate United States and foreign government licenses.
YOU AGREE TO DEFEND, HOLD HARMLESS AND INDEMNIFY FrostProxy, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SUPPLIERS OR PARTNERS FROM AND AGAINST ANY THIRD PARTY CLAIM ARISING FROM OR IN ANY WAY RELATED TO YOUR OR YOUR LICENSEES' (INCLUDING BUT NOT LIMITED TO THE CUSTOMER LICENSEES’) (A) BREACH OF THESE TERMS, (B) USE OF THE SERVICES OR MATERIALS OR (C) VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS IN CONNECTION WITH THE SERVICES, OR ARISING FROM CONTENT MADE AVAILABLE OVER YOUR OR YOUR LICENSEES' (INCLUDING BUT NOT LIMITED TO THE CUSTOMER LICENSEES’) TUNNELS, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ANY CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE.
You agree that FrostProxy may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the FrostProxy Site. You agree to provide FrostProxy with your current email and regular mail address at all times. Except to an acquirer of, or other successor in interest to, your entire business, you shall not assign or otherwise transfer any of your rights or obligations hereunder and any such attempt is void. FrostProxy and you are independent contractors and are not legal partners or agents.
These Terms (including any policies, guidelines or amendments that are referenced herein or may be presented to you from time to time) constitute the entire agreement between you and FrostProxy regarding their subject matter and govern your use of the FrostProxy Services, superseding any prior agreements between you and FrostProxy for the use of the FrostProxy Services.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law rules. Any action or proceeding arising out of this Agreement shall be brought only in a competent state or federal court located in the City and County of San Francisco, California. Customer hereby consents to the jurisdiction of, and laying of venue in, such court(s) and waives any objection thereto. The Parties specifically exclude the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction that may be implemented in connection with this Agreement.
The failure of FrostProxy to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the party's intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the FrostProxy Services or the Terms must be filed within one (1) year after such claim or cause of action arises or be forever barred.