Terms of Use
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Terms of Use

PROSOX LLC · Effective date: October 26, 2026 · Last updated: October 26, 2026

1. Agreement and Parties

1.1. Parties. These Terms of Service (the “Terms,” “Terms of Use,” or “ToS”) form a binding agreement between PROSOX LLC, a Delaware limited liability company with its address at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, United States (“Prosox,” “we,” “us,” or “our”), and the individual or entity that accepts these Terms (the “Customer” or “you”).

1.2. Scope. These Terms govern access to and use of prosox.io, the Prosox dashboard, the API Services, and all Services ordered by the Customer.

1.3. Acceptance. The Customer accepts these Terms by affirmatively checking the acceptance box or clicking the acceptance button presented with a conspicuous link to these Terms during registration or checkout, or by signing an Order or other written agreement that references these Terms, in each case as described in Section 24. Merely visiting the website does not create any payment obligation.

1.4. Authority and Age. An individual accepting these Terms on behalf of an entity represents and warrants that they have authority to bind that entity, and “Customer” then refers to that entity. The Services are available only to persons who are at least 18 years of age and have legal capacity to enter into binding contracts.

1.5. Consumers. “Consumer” means an individual who acquires the Services primarily for personal, family, or household purposes. Nothing in the Agreement limits any right of a Consumer that cannot be waived or limited by contract under the law applicable to that Consumer.

1.6. The Agreement. These Terms, the policies incorporated under Section 3, each Order, and any executed DPA or individually signed agreement together form the “Agreement.”

2. Definitions, Services, and Orders

2.1. Definitions. In these Terms and in each document incorporated under Section 3:

  • “Applicable Law” means all laws, regulations, binding regulatory requirements, and court or administrative orders that apply to the Customer, to Prosox, to the relevant Target Resource, or to the relevant activity or data.
  • “API Services” means the Prosox application programming interface through which the Customer manages Proxy Services, orders Managed Data Services, or receives their results or Datasets. Prosox’s role in connection with API Services is determined by the Service to which the API provides access, as described in Section 1.5 of the AUP.
  • “Datasets” means pre-compiled datasets that Prosox has collected or prepared on its own initiative, rather than on the Customer’s individual instructions, and makes available to the Customer under an Order.
  • “End User” means any person who accesses or uses the Services through the Customer’s account, credentials, API keys, integration, or resale offering, including the Customer’s employees, contractors, and, where resale is authorized, the Customer’s own customers.
  • “Managed Data Services” means Services under which Prosox, in accordance with an Order, statement of work, or API specification, configures, performs, or delivers the results of data-collection or data-processing operations on the Customer’s behalf and on its instructions, including through API Services, and includes custom data-collection projects ordered by the Customer. Datasets are not Managed Data Services.
  • “Order” means any order form, plan selection, checkout page, dashboard confirmation, subscription, statement of work, or other ordering document accepted by Prosox under these Terms.
  • “Proxy Services” means residential, mobile, datacenter, ISP, IPv6, UDP, and other proxy and network-connectivity Services through which the Customer itself directs Traffic to Target Resources.
  • “Services” means the Proxy Services, the Managed Data Services, the API Services, the Datasets, the Prosox dashboard, and all related products and services provided by Prosox.
  • “Target Resource” means any website, application, API, server, network, device, or other system to which Traffic is directed or from which data is collected.
  • “Traffic” means all requests, connections, communications, and data transmitted through the Services under the Customer’s account, credentials, or integration.
  • “Upstream Supplier” means any independent third party that supplies to Prosox IP addresses, network capacity, proxy infrastructure, or other resources used to provide the Services.

2.2. Orders. Each Order specifies the Service, term, usage limits, price, and any agreed service levels. Marketing descriptions, website statements, and documentation are informational only. A commitment regarding performance, availability, or service levels exists only if it is expressly stated in these Terms (including Section 18.1), in an Order, or in a written service-level agreement (“SLA”).

2.3. Variable Characteristics. Performance, geographic coverage, IP availability, rotation, success rates, and throughput depend on third-party networks, Upstream Suppliers, locations, Target Resources, and technical conditions, and may vary.

2.4. Third-Party Infrastructure. Prosox may use infrastructure and services of Upstream Suppliers and other third parties to provide the Services. No ownership of, or other right in, any IP address or infrastructure passes to the Customer.

3. Incorporated Documents and Order of Precedence

3.1. Incorporated Documents. The following documents published at prosox.io, as amended under Section 21, are incorporated into and form part of the Agreement: the Acceptable Use Policy (“AUP”), the Refund and Cancellation Policy, and the KYC/KYB Policy. The Privacy Policy and the Cookie Policy are notices describing Prosox’s processing of personal data and use of cookies; they are referenced in, but are not incorporated as contractual terms of, the Agreement, except to the extent Applicable Law requires otherwise. These five documents are together the “Policies.”

3.2. Allocation of Subject Matter. Each document governs its own subject matter as follows:

  • these Terms: the contractual relationship, including fees, payment, warranties, limitation of liability, indemnification, suspension and termination, governing law, and dispute resolution;
  • the AUP: permitted and prohibited use of the Services, Customer conduct obligations, and Prosox’s investigation and enforcement measures, including the handling of complaints and governmental requests;
  • the Refund and Cancellation Policy: eligibility for, and the amount and procedure of, cancellations and refunds;
  • the KYC/KYB Policy: the procedures for verifying Customers;
  • the Privacy Policy and the Cookie Policy: the description of Prosox’s own processing of personal data and use of cookies; these Policies are informational notices, do not create contractual obligations of either party beyond those imposed by Applicable Law, and do not expand the data that Prosox actually collects;
  • an executed Data Processing Agreement (“DPA”): Prosox’s processing of personal data on the Customer’s behalf.

3.3. Order of Precedence. In the event of a conflict, the following order applies:

  • (a) mandatory provisions of Applicable Law;
  • (b) an individually negotiated agreement signed by authorized representatives of both parties, or an Order (including an SLA), but only to the extent it expressly identifies the provision of these Terms or of a Policy that it modifies;
  • (c) an executed DPA, with respect to processing of personal data on the Customer’s behalf;
  • (d) the document to which the relevant subject matter is allocated under Section 3.2;
  • (e) in all other cases, these Terms.

Section 15.4 of the AUP contains the same order of precedence.

3.4. Non-Waivable Rights. No provision of the Agreement limits any right that cannot be limited under Applicable Law. These Terms do not limit any cancellation or refund right expressly granted in the Refund and Cancellation Policy.

4. Account and Security

4.1. Accurate Information. The Customer shall provide and maintain accurate, complete, and current registration, payment, and contact information.

4.2. Credentials. The Customer is responsible for safeguarding its passwords, API keys, IP allowlists, and other access credentials, and for all activity conducted through its account, as further provided in Sections 2.2 and 2.3 of the AUP, except to the extent such activity results from Prosox’s breach of these Terms, gross negligence, or willful misconduct.

4.3. Compromise. The Customer shall notify Prosox at support@prosox.io without undue delay, and in any event within 24 hours after becoming aware, of any actual or reasonably suspected compromise of its account or credentials.

4.4. Prohibited Account Practices. Sharing access other than as permitted by an Order, impersonating any person, and circumventing account restrictions are prohibited.

5. Customer Verification and Sanctions

5.1. Initial Verification. Before activation of the Services, the Customer must complete initial identity and eligibility verification under the KYC/KYB Policy. The scope of verification is determined by Applicable Law and Prosox’s risk assessment.

5.2. Additional, Periodic, and Enhanced Verification. Prosox may at any time require:

  • (a) additional verification where risk factors arise, including changes in the Customer’s use case, volume, payment method, ownership, or location;
  • (b) periodic re-verification;
  • (c) enhanced due diligence for Customers, transactions, or use cases that Prosox considers high-risk.

5.3. Refusal and Suspension. Prosox may refuse, limit, suspend, or terminate the Services

  • (a) where required by Applicable Law;
  • (b) while verification is pending or if it is not completed;
  • (c) where Prosox reasonably suspects sanctions or export-control violations, fraud, abuse, or material legal or contractual risk.

5.4. Sanctions and Export Controls. The Customer shall comply with Section 8 of the AUP and makes the representations and warranties set out in Section 8.4 of the AUP, which are incorporated into these Terms. The Customer shall notify Prosox immediately if any of them ceases to be true.

5.5. Blocked Funds. Where Applicable Law requires Prosox to block, reject, or report funds or property, Prosox will do so, and no refund, credit, or payment will be made to the extent prohibited by Applicable Law.

5.6. Verification Data. Verification data is processed in accordance with the Privacy Policy and Applicable Law.

6. Acceptable Use and Customer Obligations

6.1. Compliance. The Customer shall comply with the AUP and with all Applicable Law relating to its use of the Services, including laws governing access to Target Resources, intellectual property, privacy, cybersecurity, sanctions, and export controls.

6.2. Responsibility for Use. The Customer is responsible for the lawfulness of its instructions, its selection of Target Resources, its requests, its collection of data, and its subsequent use of data, and for having all necessary rights and legal bases.

6.3. No Authorization. Nothing in the Agreement authorizes unauthorized access, credential attacks, fraud, unlawful surveillance, prohibited data collection, or interference with third-party systems. Prosox makes no representation or warranty that access to any particular Target Resource is authorized or that any intended use case is lawful.

7. Resale and End Users

7.1. Resale. Resale, redistribution of access, or use by third parties is permitted only to the extent expressly authorized in an Order and subject to Upstream Supplier restrictions and Section 10.6 of the AUP. Nothing in these Terms implies that all Services may be resold.

7.2. End Users. The Customer is responsible for its End Users, for their compliance with the Agreement, and for taking reasonable measures to detect and stop abuse, as provided in Sections 2.2 and 2.3 of the AUP.

7.3. Reseller Verification. Prosox may require additional verification of any reseller.

8. Fees, Taxes, Payment, and Prepaid Balances

8.1. Fees. Prices, currency, billing units, prepaid-balance terms, usage metrics, and payment terms are stated at checkout or in the Order.

8.2. Payment Authorization. The Customer authorizes Prosox and its payment processors to charge the selected payment method for the agreed amounts, applicable taxes, and, only where the Customer has expressly consented to a subscription under Section 9, recurring charges. Where recurring charges are debited from a Consumer’s bank account by electronic fund transfer, Prosox will obtain authorization and provide a copy as required by the Electronic Fund Transfer Act and Regulation E (12 C.F.R. § 1005.10(b)).

8.3. Usage Measurement. Unless otherwise agreed, usage is measured by Prosox’s systems using reasonable methods and is subject to correction upon a demonstrated error.

8.4. Price Changes. Price changes apply prospectively after notice given in accordance with Applicable Law and the Order, and do not retroactively increase the price of a fixed term already paid. Notice of price changes for subscriptions is given as provided in Section 9.5.

8.5. Taxes. The Customer shall pay all applicable taxes, other than taxes based on Prosox’s net income.

8.6. Billing Disputes. The Customer should submit any billing dispute to support@prosox.io with supporting documentation promptly, and for non-Consumer Customers within 60 days after the charge. This Section does not limit any statutory right of a Consumer to dispute a charge.

8.7. Prepaid Balances. Prepaid balances and credits are non-transferable, bear no interest, and may be used only for the Services. A prepaid balance expires only if, and as, the expiration was clearly disclosed before purchase and is permitted by Applicable Law. Treatment of unused prepaid balances upon cancellation or termination, including termination for the Customer’s breach, is governed by the Refund and Cancellation Policy and mandatory Applicable Law, including applicable unclaimed-property laws.

8.8. Set-Off. To the extent permitted by Applicable Law, Prosox may set off undisputed amounts that the Customer owes under the Agreement, including amounts under Section 19.5 and Section 14.2 of the AUP, against any prepaid balance or other amount held for the Customer.

8.9. Late Payment. Prosox may suspend the Services under Section 17 for non-payment of undisputed amounts.

8.10. Cryptocurrency Payments. Where Prosox accepts payment in cryptocurrency, the Customer is responsible for sending the correct amount to the correct address on the correct network, and payments sent otherwise may be unrecoverable. Prosox may screen sending wallets and transactions under Section 5 and may reject or hold any payment as required by Applicable Law. Any refund due for a cryptocurrency payment is made, at Prosox’s election, in the same cryptocurrency or in the U.S. dollar amount of the original charge, less network fees, as provided in the Refund and Cancellation Policy.

9. Subscriptions, Automatic Renewal, and Cancellation

9.1. Purchase Models. The Services may be provided on a one-time purchase basis, as prepaid usage, or as a recurring subscription, but only where the applicable model is expressly stated at checkout or in the Order. If checkout does not provide for a subscription, nothing in this Section 9 creates a subscription or authorizes recurring charges.

9.2. Disclosure and Consent. Before the Customer enrolls in a subscription, Prosox clearly and conspicuously discloses the amount or method of calculating the charge, the billing frequency, the renewal term, any trial or promotional terms, and how to cancel, and obtains the Customer’s express affirmative consent to the recurring charges, separately from acceptance of these Terms where Applicable Law requires. The Customer authorizes recurring charges only for the subscription it selected.

9.3. Automatic Renewal. Unless cancelled, a subscription renews automatically at the end of each term for the renewal term and at the price disclosed at enrollment or as changed under Section 9.5.

9.4. Cancellation. The Customer may cancel a subscription online through the Prosox dashboard, and by any other means required by Applicable Law, including the same medium used to enroll. Cancellation takes effect at the end of the then-current billing period unless the Refund and Cancellation Policy or Applicable Law provides otherwise; it stops future renewals and charges but does not, by itself, cancel amounts properly accrued. Refunds for unused or partially used periods are governed by the Refund and Cancellation Policy.

9.5. Notices. Prosox provides renewal reminders, notices of material changes to subscription terms, and notices of price changes in the form and within the time required by Applicable Law, including state automatic-renewal laws such as Cal. Bus. & Prof. Code § 17600 et seq.

9.6. Free Trials. If a free or discounted trial converts into a paid subscription, Prosox discloses, before collecting payment information, that the Customer will be charged unless it cancels, the amount and date of the first charge, and how to cancel before being charged, and provides any pre-conversion reminder required by Applicable Law.

9.7. Records. Prosox retains records of consent to automatic renewal as required by Applicable Law.

9.8. Contact. Questions concerning cancellation and disputed charges may be sent to support@prosox.io.

9.9. Consumers in the EU, EEA, and United Kingdom. A Consumer resident in the European Union, the European Economic Area, or the United Kingdom may have a statutory right to withdraw from a distance contract within 14 days without giving any reason, as described in the Refund and Cancellation Policy. Where such a Consumer expressly requests that performance of a Service begin during the withdrawal period, the Consumer acknowledges that, to the extent permitted by Applicable Law, (a) the Consumer must pay an amount proportionate to the Services provided before withdrawal, and (b) the right of withdrawal is lost once the Service has been fully performed. Nothing in this Section limits any such statutory right.

10. Trials, Credits, and Changes to the Services

10.1. Trials and Credits. Trials and bonus credits are subject to their published terms and may be limited by time, traffic, features, or eligibility. Section 9.6 applies to trials that convert into paid subscriptions.

10.2. Changes to the Services. Prosox may modify the Services for security, legal compliance, Upstream Supplier availability, maintenance, and product development, as further described in Section 10.3 of the AUP.

10.3. Material Degradation. If a change materially degrades an active paid Service, Prosox will, where practicable, notify the Customer in advance, and the Customer’s remedies are those provided in the Order, the Refund and Cancellation Policy, and mandatory Applicable Law.

10.4. Immediate Measures. Temporary restrictions may be imposed immediately where necessary to prevent abuse or security threats.

10.5. Free Services. Free proxies, test access, and other Services provided without charge, including through messaging channels such as Telegram, are subject to the Agreement, including the AUP, are provided “as is” without any commitment as to availability, speed, or duration, and may be modified, limited, or discontinued at any time without notice. To the extent permitted by Applicable Law, Prosox has no liability in connection with free Services.

11. Data Protection and Roles of the Parties

11.1. Prosox’s Own Processing. Prosox processes account, payment, support, verification, and network-metadata information for the purposes described in the Privacy Policy, as an independent controller (or business).

11.2. Customer Data. The Customer is responsible for its decisions regarding personal data that it collects or processes through the Services. The allocation of roles for Proxy Services, Managed Data Services, and Datasets is set out in Section 6.3 of the AUP.

11.3. Prosox as Processor or Service Provider. Depending on the actual processing and Applicable Law, Prosox may act as a processor under the GDPR or UK GDPR, a “service provider” or “contractor” under the California Consumer Privacy Act, or a “processor” under other U.S. state privacy laws, including the Delaware Personal Data Privacy Act (6 Del. C. ch. 12D), with respect to certain Customer data. Where Applicable Law requires, the parties shall enter into a DPA before such processing begins.

11.4. Datasets. To the extent Datasets contain personal data, Prosox acts as an independent controller (or business) with respect to its own compilation of the Datasets, and the Customer acts as an independent controller (or business) with respect to its receipt and use of them.

11.5. No Exclusion of Statutory Roles. Nothing in the Agreement excludes any role or obligation of Prosox as a controller or processor that arises by operation of law.

11.6. Privacy Policy. The Privacy Policy describes Prosox’s logging, retention, international transfers, and data-subject rights.

12. Customer Content and Data

12.1. Ownership. As between the parties, the Customer retains its rights in data that it lawfully provides or collects through the Services, subject to third-party rights.

12.2. License to Prosox. The Customer grants Prosox a limited, non-exclusive license to process such data only to the extent reasonably necessary to perform the Order, maintain security, investigate abuse, comply with Applicable Law, and for any other purposes permitted by an applicable DPA.

12.3. Sensitive Data. The Customer shall not provide to Prosox sensitive or specially regulated data unless the relevant Service and a written agreement expressly permit it.

13. Security, Logs, and Retention

13.1. Security. Each party shall implement security measures appropriate to its role and the risks involved.

13.2. Logs. Prosox may retain the categories of connection and usage metadata described in the Privacy Policy for lawful operational, billing, security, and legal purposes. These Terms do not establish a fixed logging period and do not state that the content of all Traffic is retained.

13.3. Deletion and Preservation. Deletion, extended retention, legal holds, and lawful disclosure are governed by the Privacy Policy, Applicable Law, Section 12 of the AUP, and any applicable DPA.

13.4. No Anonymity Guarantee. The Services are not a guarantee of anonymity or of protection from lawful process.

14. Governmental and Legal Requests

14.1. Procedure. Prosox handles requests from courts, regulators, law-enforcement authorities, and private litigants in accordance with Section 12 of the AUP, the Privacy Policy, and Applicable Law, including the Stored Communications Act (18 U.S.C. §§ 2701–2713).

14.2. Foreign Requests. A request from a foreign authority does not, by itself, create a legally enforceable obligation under U.S. law. An executive agreement under 18 U.S.C. § 2523 may permit, but does not by itself require, Prosox to disclose information in response to such a request. Foreign requests are handled as described in Section 12.3 of the AUP.

14.3. No Promise of Non-Disclosure. Nothing in the Agreement is a promise that Prosox will not disclose information where Applicable Law requires disclosure. Customer notice of a request is not guaranteed.

15. Intellectual Property

15.1. Prosox Property. Prosox and its licensors retain all rights, title, and interest in and to the website, software, documentation, trademarks, API, and underlying infrastructure.

15.2. License to the Customer. During the term of the relevant Order, Prosox grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services in accordance with the Agreement.

15.3. Restrictions. Except as expressly permitted by Applicable Law, the Customer shall not reverse engineer, decompile, copy, resell (except under Section 7), sublicense, or interfere with the Services or Prosox’s systems.

15.4. Feedback. The Customer grants Prosox a perpetual, irrevocable, worldwide, royalty-free license to use any feedback or suggestions concerning the Services for any purpose, without obligation to the Customer, provided that Prosox does not disclose the Customer’s Confidential Information.

15.5. Copyright Complaints and Repeat Infringers. Prosox handles notices of claimed copyright infringement and counter-notices under 17 U.S.C. § 512 in accordance with Section 13 of the AUP. Prosox has adopted, and reasonably implements, a policy that provides for the termination, in appropriate circumstances, of the accounts of Customers and End Users who are repeat infringers.

15.6. Datasets License. Unless an Order provides otherwise, Prosox grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license, for the term stated in the Order, to use Datasets for the Customer’s internal business purposes. The Customer shall not resell, redistribute, publish, or make Datasets available to third parties except as expressly permitted in the Order. The Customer is solely responsible for ensuring that its use of Datasets complies with Applicable Law, including data-protection and intellectual-property laws, and Datasets are subject to Sections 18.2 and 18.3.

16. Confidentiality

16.1. Obligation. Each party shall use the non-public business, technical, commercial, and security information of the other party that is marked or reasonably understood to be confidential (“Confidential Information”) only to perform the Agreement and shall protect it with at least reasonable care.

16.2. Exclusions. Confidential Information does not include information that becomes public without breach, was lawfully known to the recipient before disclosure, is independently developed, or is lawfully obtained from another source without a duty of confidentiality.

16.3. Permitted Disclosures. A party may disclose Confidential Information to its advisers, Upstream Suppliers, and service providers bound by confidentiality obligations, and to authorities where required or permitted by Applicable Law, subject to any notice restrictions.

16.4. Duration. These obligations continue for three years after termination of the Agreement and, for trade secrets, for as long as they remain trade secrets under Applicable Law.

17. Suspension and Termination

17.1. Suspension. Prosox may suspend or restrict access to the Services, in whole or in part:

  • (a) as a temporary protective measure, where reasonably necessary to prevent or mitigate a security incident, abuse, harm to Prosox, its Upstream Suppliers, or third parties, or a sanctions or export-control risk;
  • (b) pending investigation, where Prosox reasonably suspects a violation of the AUP or these Terms;
  • (c) for non-payment of undisputed amounts;
  • (d) where required by Applicable Law, a court or governmental order, or an Upstream Supplier.

A suspension is not a termination, continues only for as long as its cause reasonably requires, and ends when the cause is remedied or an investigation concludes without a finding of violation. The procedure and notice of enforcement measures are governed by Section 11.5 of the AUP, and Prosox’s liability for enforcement measures is limited as provided in Section 11.6 of the AUP, which is incorporated into this Section 17.

17.2. Notice and Cure. Where practicable, Prosox will give notice of a suspension and, for a breach capable of cure, an opportunity to cure. Prosox may act without prior notice:

  • in the cases described in Section 17.1(a) and (d);
  • for an Egregious Violation (as defined in Section 7.5 of the AUP);
  • where notice is prohibited by Applicable Law or would reasonably be expected to compromise an investigation or cause harm.

17.3. Termination for Breach. Either party may terminate an Order for the other party’s material breach that remains uncured 15 days after written notice describing the breach. Any violation of the AUP is a material breach of these Terms; however, a violation entitles Prosox to terminate without a cure period only in the cases listed in clauses (a) through (d) below, and any other violation is subject to the 15-day cure period. The cure period does not apply, and Prosox may terminate the Agreement or any Order immediately upon written notice, where:

  • (a) Prosox reasonably believes that an Egregious Violation or fraud has occurred, or reasonably suspects a sanctions or export-control violation or that continuing to provide the Services would expose Prosox to such a violation;
  • (b) the breach is not capable of cure;
  • (c) the Customer commits a further violation of the AUP after receiving a written warning or notice of a prior violation within the preceding 12 months;
  • (d) termination is required by Applicable Law, a court or governmental order, or an Upstream Supplier.

A suspected violation that has not been established permits suspension under Section 17.1(b), but not termination, except under clause (a) of this Section 17.3 or Section 5.3.

17.4. Termination by the Customer. The Customer may terminate the Agreement at any time by closing its account or cancelling its subscriptions under Section 9.4, subject to the Refund and Cancellation Policy.

17.5. Effect. Upon termination, access to the Services ends. Accrued amounts remain payable, subject to the Refund and Cancellation Policy and Section 11.8 of the AUP. Data is handled in accordance with the Privacy Policy, the Order, any DPA, and Applicable Law.

17.6. Discontinuation of Services. Prosox may discontinue any Service, or terminate the Agreement for convenience, upon at least 30 days’ notice, or upon shorter notice where an Upstream Supplier terminates or materially restricts the resources used for that Service or where Applicable Law requires. In that case, the Customer’s sole remedy is a refund of prepaid fees attributable to the unused portion of the discontinued Service, as provided in the Refund and Cancellation Policy, subject to Sections 5.5 and 8.8.

18. Warranties and Disclaimers

18.1. Limited Commitment. Prosox will provide the Services in a manner consistent with generally accepted industry standards for comparable services. The Customer’s exclusive remedy, and Prosox’s sole obligation, for a breach of this Section 18.1 is for Prosox to use commercially reasonable efforts to re-perform the affected Services or, if Prosox cannot do so within a reasonable time, to refund the fees paid for the affected Services for the affected period, subject to mandatory Applicable Law.

18.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 18.1 OR IN AN ORDER OR SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DATASETS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND PROSOX AND ITS UPSTREAM SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

18.3. NO GUARANTEE OF RESULTS. WITHOUT LIMITING SECTION 18.2, PROSOX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY TARGET RESOURCE WILL BE ACCESSIBLE OR THAT ANY REQUEST WILL SUCCEED; THAT ANY PARTICULAR IP ADDRESS, LOCATION, CARRIER, OR POOL SIZE WILL BE AVAILABLE; THAT THE SERVICES WILL NOT BE BLOCKED BY THIRD PARTIES; THAT ANY DATASET OR COLLECTED DATA WILL BE ACCURATE OR COMPLETE; OR THAT ANY USE OF THE SERVICES OR DATA IS LAWFUL.

18.4. Website Statements. Statements on the website or in marketing materials regarding uptime, availability, success rates, response times, pool size, number of IP addresses or locations, speed, or coverage, including statements described as guaranteed, are general descriptions of the Services and not warranties or an SLA, unless they are expressly included in an Order or SLA.

18.5. Non-Excludable Warranties. Some jurisdictions do not allow the exclusion of certain implied warranties. In those jurisdictions, such warranties are limited to the minimum scope and duration permitted by Applicable Law.

19. Limitation of Liability and Indemnification

19.1. EXCLUSION OF CERTAIN DAMAGES. SUBJECT TO SECTIONS 19.3 AND 19.4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

19.2. LIABILITY CAP. SUBJECT TO SECTIONS 19.3 AND 19.4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE ORDER GIVING RISE TO THE LIABILITY DURING THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE LIABILITY.

19.3. Exclusions Applicable to Both Parties. Sections 19.1 and 19.2 do not apply to

  • (a) a party’s fraud or willful misconduct;
  • (b) a party’s gross negligence, to the extent liability for it cannot be excluded or limited under Applicable Law;
  • (c) any other liability that cannot be excluded or limited under Applicable Law.

The exclusions in this Section 19.3 are exhaustive and are the only exclusions referred to in Section 29.1.

19.4. Exclusions Applicable to the Customer. Sections 19.1 and 19.2 do not limit

  • (a) the Customer’s obligations to pay fees and other amounts due;
  • (b) the Customer’s defense, indemnification, and reimbursement obligations under Section 19.5 and Section 14 of the AUP;
  • (c) the Customer’s liability for any violation of the AUP or of Sections 5.4 or 15.3 of these Terms by the Customer or its End Users;
  • (d) the Customer’s infringement or misappropriation of Prosox’s intellectual property.

These exclusions reflect the parties’ allocation of risk arising from the Customer’s exclusive control over its Traffic, instructions, and use of data. Where the Customer is a Consumer and mandatory consumer-protection law does not permit clause (c) to apply to a particular violation, clause (c) applies only to violations committed intentionally or with gross negligence, and Sections 19.1 and 19.2 otherwise apply to that Consumer.

19.5. Indemnification by the Customer. The Customer shall defend, indemnify, and hold harmless Prosox, its affiliates, and their respective members, managers, officers, employees, and agents, and Prosox’s Upstream Suppliers (the “Indemnified Parties”), from and against any and all third-party claims, demands, suits, and proceedings, including claims by rights holders, operators of Target Resources, Upstream Suppliers, and data subjects, and regulatory and governmental investigations and proceedings (each, a “Claim”), and all resulting losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, and fines and penalties imposed on an Indemnified Party as a result of the acts or omissions of the Customer or its End Users, to the extent permitted by Applicable Law and not contrary to public policy (collectively, “Losses”), to the extent arising out of or relating to:

  • (a) the Customer’s or its End Users’ breach of the Agreement, including the AUP;
  • (b) the Customer’s or its End Users’ violation of Applicable Law or of the rights of any third party;
  • (c) Traffic transmitted through the Customer’s account, credentials, or integration;
  • (d) the Customer’s selection of Target Resources, its instructions under Managed Data Services, and its collection, processing, use, sale, or disclosure of data obtained through the Services, including Datasets;
  • (e) the conduct of the Customer’s resale customers.

Fines and penalties imposed on an Indemnified Party for its own violations are not indemnifiable. Section 14.3 of the AUP supplements this Section 19.5.

19.6. Exclusions and Comparative Fault. The Customer has no obligation under Section 19.5 to the extent a Loss is caused by Prosox’s breach of the Agreement or by an Indemnified Party’s gross negligence or willful misconduct, or by Prosox’s failure to perform Managed Data Services in accordance with the Customer’s lawful instructions. Where a Loss results from the combined acts of the Customer (or its End Users) and such acts of an Indemnified Party, the Customer’s obligation is reduced in proportion to the share of the Loss attributable to such acts of the Indemnified Party and continues for the remainder.

19.7. Procedure. The procedure in Section 28 applies to all defense and indemnification obligations under the Agreement.

19.8. Basis of the Bargain. The parties acknowledge that the fees reflect the allocation of risk in Sections 18 and 19 and that Prosox would not provide the Services without these limitations.

20. Governing Law and Disputes

20.1. Governing Law. The Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except to the extent the mandatory law of another jurisdiction applies. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2. Informal Resolution. Before commencing arbitration or other proceedings, a party shall send a written notice describing the dispute to the other party (to Prosox at info@prosox.io, Attn: Legal), and the parties shall attempt in good faith to resolve it for 30 days.

20.3. Arbitration. Any dispute, controversy, or claim arising out of or relating to the Agreement or the Services, including its formation, validity, interpretation, performance, or termination, will be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules in force when the request for arbitration is filed. The seat of arbitration is the Dubai International Financial Centre (DIFC), the tribunal consists of one arbitrator, the language of the arbitration is English, and hearings may be held by video conference. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. If this Section 20.3 is held unenforceable as to any claim, that claim will be resolved exclusively by the state or federal courts located in the State of Delaware, and each party submits to their jurisdiction.

20.4. Court Relief. Without waiving Section 20.3, either party may seek interim, conservatory, or injunctive relief, including to protect its intellectual property, its Confidential Information, or the security of the Services, and may bring proceedings to recover undisputed amounts due, in any court of competent jurisdiction. All other claims on the merits remain subject to Section 20.3.

20.5. Mandatory Rights. Sections 20.3 and 20.8 apply to a Consumer only to the extent permitted by the mandatory law applicable to that Consumer, and nothing in the Agreement prevents a Consumer from bringing proceedings in the courts that such law makes available. Nothing in the Agreement limits any individual’s right to lodge a complaint with a supervisory authority or to seek a judicial remedy under applicable data-protection law.

20.6. JURY WAIVER (NON-CONSUMERS). TO THE EXTENT PERMITTED BY APPLICABLE LAW, A CUSTOMER THAT IS NOT A CONSUMER AND PROSOX EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

20.7. Limitation Period (Non-Consumers). To the extent permitted by Applicable Law, any claim by a Customer that is not a Consumer arising out of or relating to the Agreement must be commenced within one year after the claim accrues.

20.8. CLASS ACTION WAIVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF DIFFERENT CUSTOMERS.

21. Changes and Notices

21.1. Changes. Prosox may amend these Terms or any Policy for legal, security, operational, or commercial reasons by publishing the amended version and updating the “Last updated” date.

21.2. Notice of Material Changes. For amendments that materially and adversely affect the Customer’s rights or obligations, Prosox will give at least 30 days’ prior notice to all registered Customers by email to the account email address or through the Prosox dashboard. Prosox may require the Customer to accept a materially amended version in accordance with Section 24 as a condition of continued use.

21.3. Immediate Changes. Amendments required by Applicable Law, a court or governmental order, or an Upstream Supplier, or reasonably necessary to address security threats, fraud, or abuse, may take effect immediately upon publication or notice, and Prosox will give notice as soon as practicable.

21.4. Effect. Amendments apply prospectively and do not apply to disputes or conduct arising before their effective date. Continued use of the Services after an amendment takes effect constitutes acceptance to the extent permitted by Applicable Law. A Customer that does not agree to a material amendment may terminate the affected Services before it takes effect; for a fixed-term Order, the Customer’s rights to terminate and to a refund are determined by the Order, the Refund and Cancellation Policy, and Applicable Law. Price changes for subscriptions are subject to Section 9.5.

21.5. Electronic Notices. Prosox sends notices electronically to the contact details in the Customer’s account, which the Customer shall keep current. Notices to Prosox must be sent to the addresses in Section 23. Communications through messaging applications, chat widgets, or social media are not notices under the Agreement.

22. General Provisions

22.1. Force Majeure. Neither party is liable for any delay or failure caused by events beyond its reasonable control, including failures of Upstream Suppliers, telecommunications networks, or utilities, cyberattacks, governmental actions, and natural disasters, except for payment obligations that have already accrued. The affected party shall take reasonable steps to mitigate the effects.

22.2. Assignment. The Customer may not assign or transfer the Agreement without Prosox’s prior written consent, which will not be unreasonably withheld. Prosox may assign the Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the relevant business, provided the Customer’s rights are not adversely affected.

22.3. Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and reformed to the minimum extent necessary, and the remaining provisions remain in effect.

22.4. No Waiver. A failure or delay to exercise any right is not a waiver of it. Any waiver must be in writing.

22.5. Entire Agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior understandings. Terms in any purchase order or other Customer document do not apply.

22.6. Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

22.7. No Third-Party Beneficiaries. Except for the Indemnified Parties under Section 19.5, the Agreement confers no rights on any third party.

22.8. Survival. The following survive termination or expiration of the Agreement:

  • Sections 4.2, 5.5, 6.2, 7.2;
  • 8 (as to amounts accrued and prepaid balances), 10.5;
  • 11, 12, 13.3, 14;
  • 15.1, 15.3, 15.4, 15.5, 16, 17.5, 17.6;
  • 18, 19, 20, 22, 24.3, 25.3, 25.6, 27.3, 28, and 29;
  • the provisions of the AUP listed in its Section 16.2;
  • any other provision that by its nature is intended to survive.

22.9. Language. The English version of the Agreement is the official and binding version. Any translation is provided for convenience only. In the event of any inconsistency, the English version prevails, except where mandatory Applicable Law requires otherwise.

22.10. Headings. Headings are for convenience only and do not affect interpretation.

23. Contact Information

23.1. Prosox. PROSOX LLC, 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, USA.

  • General, contractual, and legal notices: info@prosox.io (Attn: Legal).
  • Technical support and billing: support@prosox.io.
  • Personal data: privacy@prosox.io.
  • Abuse and intellectual-property reports: abuse@prosox.io.
  • Website: https://prosox.io.

Where Regulation (EU) 2022/2065 (the Digital Services Act) applies, info@prosox.io is the single point of contact for authorities and recipients of the Services, and communications may be made in English.

23.2. California Users. Under Cal. Civ. Code § 1789.3, California users are entitled to the following consumer-rights notice: complaints may be directed to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

24. Electronic Acceptance, Communications, and Records

24.1. Acceptance Mechanism. At registration and checkout, Prosox presents conspicuous links to these Terms and the Policies immediately next to either:

  • (a) a separate acceptance box that is not pre-checked;
  • (b) an acceptance button accompanied by a clear statement that clicking it constitutes acceptance.

The Customer accepts the Agreement by affirmatively checking that box or clicking that button.

24.2. Consent to Electronic Communications. The Customer consents to receive the Agreement, notices, disclosures, invoices, and other communications electronically. This consent applies to all such records provided during the Customer’s relationship with Prosox. A Customer that is a Consumer may:

  • (a) request a paper copy of any such record by contacting support@prosox.io, for which Prosox may charge a reasonable fee where permitted by law;
  • (b) withdraw this consent at any time by contacting support@prosox.io, in which case Prosox may close the account if it cannot provide the Services without electronic communications;
  • (c) update its contact information in the dashboard.

Accessing these records requires a device with internet access, a current web browser, and an email account; Prosox will notify the Customer of any change to these requirements that creates a material risk that the Customer will not be able to access or retain electronic records. This Section is intended to satisfy 15 U.S.C. § 7001(c).

24.3. Records. Prosox may retain records of electronic acceptance in accordance with Applicable Law and the Privacy Policy. Electronic records and signatures have the same effect as written ones to the extent permitted by the E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state law.

24.4. Individual Orders. An individually negotiated Order is binding on Prosox only when accepted by an authorized representative of Prosox.

25. Upstream Suppliers, Proxy Sourcing, and IP Rights

25.1. Third-Party Resources. The Services may be provided using infrastructure, IP addresses, software, and capacity of independent Upstream Suppliers, as further described in Section 10 of the AUP.

25.2. Replacement of Resources. Prosox may replace, rotate, or withdraw resources and IP addresses, subject to any commitments expressly made in an Order.

25.3. No Rights in IP Addresses. The Customer acquires no ownership of, and no right to continuous access to, any particular IP address, source, or geographic location, unless expressly agreed in an Order. Where a Service is offered as static or dedicated, the assigned IP address is intended to remain assigned to the Customer for the term of the Order, but Prosox may replace it where required by Applicable Law, an Upstream Supplier, security or abuse concerns, or block-listing, and will provide a comparable replacement where reasonably available.

25.4. Lawful Sourcing. Prosox does not knowingly use infrastructure or IP resources obtained in violation of Applicable Law, including networks of compromised devices.

25.5. Supplier Restrictions and Remedies. Upstream Supplier restrictions and the Customer’s remedies if a supplier event materially alters a paid Service are governed by Section 10 of the AUP, the Order, the Refund and Cancellation Policy, and mandatory Applicable Law.

25.6. Independent Supplier Operations. Prosox is not the owner or operator of all infrastructure used to provide the Services. Upstream Suppliers are independent businesses, and Prosox is not liable for their acts or omissions to the extent they act independently and not on Prosox’s behalf, including outages, changes to their networks, and their own logging, retention, or disclosure practices, except to the extent caused by Prosox’s breach of the Agreement or where Applicable Law provides otherwise. This Section does not limit Prosox’s own obligations under Applicable Law, including with respect to Upstream Suppliers that process personal data on Prosox’s behalf.

26. Third-Party Resources, Data Collection, and Prohibited Instructions

26.1. Independent Assessment. The Customer independently assesses the lawfulness of accessing Target Resources, extracting content, using credentials, and processing personal data. The public availability of information does not, by itself, confer an unlimited right to collect or use it.

26.2. Prohibited Instructions. The Customer shall not instruct Prosox to bypass authorization, exploit vulnerabilities, unlawfully circumvent access restrictions, guess credentials, distribute malicious code, or collect regulated personal data without a legal basis, or to perform any activity prohibited by the AUP.

26.3. Refusal. Prosox may refuse or suspend any suspicious or unlawful instruction and may request confirmation of the Customer’s authority, as further provided in Section 6.6 of the AUP and, for Managed Data Services, Section 1.5 of the AUP, and may take the measures described in Section 11.5 of the AUP.

27. Payment Disputes and Consumer Protections

27.1. Disclosure. The material terms of payment and the billing model are disclosed before purchase.

27.2. Erroneous Charges. The Customer may contact support@prosox.io regarding erroneous charges. These Terms do not limit any statutory right to dispute a charge, obtain a refund, or receive consumer protection.

27.3. Chargebacks. Prosox may investigate indications of fraud and prevent duplicate refunds, but will not impede the good-faith exercise of statutory rights. A chargeback initiated without a good-faith basis is a breach of the Agreement, and Prosox may suspend the affected account while the chargeback is pending and, to the extent permitted by Applicable Law, recover the amount charged back and reasonable chargeback fees for chargebacks determined to be unfounded.

28. Defense and Indemnification Procedure

28.1. Notice. The Indemnified Party shall notify the Customer of a Claim promptly after becoming aware of it. A delay in notice relieves the Customer of its obligations only to the extent the Customer is materially prejudiced by the delay.

28.2. Defense. The Customer shall assume the defense of the Claim with qualified counsel reasonably acceptable to Prosox within 15 days after notice, or sooner if necessary to protect the Indemnified Party’s interests.

28.3. Participation. The Indemnified Party may participate in the defense with its own counsel at its own expense, except that the Customer shall bear the reasonable cost of separate counsel where a conflict of interest exists.

28.4. Control by Prosox. Prosox may assume or control the defense at the Customer’s expense if the Customer fails to assume it in time, if the Claim involves a criminal or regulatory matter, or if the Claim seeks injunctive relief against an Indemnified Party.

28.5. Settlement. The Customer shall not settle any Claim without Prosox’s prior written consent if the settlement admits fault on behalf of an Indemnified Party, imposes any obligation or restriction on an Indemnified Party, or does not include a full release of the Indemnified Parties. Prosox’s consent will not be unreasonably withheld for a settlement that requires only the payment of money by the Customer and includes such a full release.

28.6. Cooperation. The Indemnified Party shall provide reasonable cooperation at the Customer’s expense.

28.7. Payment and Final Allocation. The Customer shall pay amounts it bears under Section 19.5 and Section 14 of the AUP, including reasonable defense costs, as they are incurred, within 30 days after invoice. If a final judgment, a final arbitral award, or the parties’ written agreement establishes that all or part of a Loss falls within Section 19.6, the parties will make an adjusting payment within 30 days so that each bears its share as so established.

29. Mandatory Rights and Limits on Exclusions of Liability

29.1. Non-Excludable Liability. Nothing in the Agreement excludes or limits liability that falls within the exclusions in Section 19.3.

29.2. Mandatory Consumer Rights. Mandatory rights of Consumers, including rights relating to refunds, cancellation, forum, and remedies, prevail over any inconsistent contractual term.

29.3. New Jersey Consumers. If you are a Consumer residing in New Jersey, nothing in the Agreement limits any right you have under New Jersey law, and any provision of Sections 18 or 19 that is held unenforceable under New Jersey law does not apply to you, without affecting the remaining provisions.

29.4. Other Jurisdictions. Certain provisions of Sections 18, 19, and 20 may not apply to the Customer to the extent the law of the Customer’s jurisdiction does not permit them, and in that case they apply to the maximum extent that law permits.