Halopro Service Agreement

“This Master Services Agreement (the “Agreement”) is entered into between Halopro and the individual or entity using Halopro's Services (the “Customer”). This Agreement is effective as of the date Customer registers with Halopro or begins using any of the Services, whichever comes first (the “Effective Date”). If Customer is acting on behalf of an organization, Customer confirms that it has the authority to enter into this Agreement on behalf of that organization.

Halopro agrees to provide the services described in this Agreement or on its platform (collectively, the “Services”) to the Client, in line with the terms here and any applicable Service Level Agreements. Halopro may monitor Client activity for billing accuracy and to prevent any misuse or abuse of its network, although this is at Halopro's discretion. If necessary, Halopro may disclose relevant Client information to authorities in response to any legal or governmental inquiry, investigation, or legal process.

Certain services may require a compliance review by Halopro prior to activation, which may involve identity verification or other necessary checks as determined by Halopro. The Client agrees to participate and provide any requested information as part of this compliance process.

Halopro reserves the right, at its sole discretion, to suspend the Client's access to the Services with immediate effect if:

Halopro believes the Client's use or registration for the Services (i) could pose security risks to Halopro, its clients, or third parties, (ii) may negatively impact Halopro or its clients, potentially causing access issues with specific sites or networks, (iii) might expose Halopro, its affiliates, or third parties to legal liability or regulatory breach, (iv) appears fraudulent, or (v) risks damaging Halopro's reputation or goodwill;

The Client fails to meet the Agreement's terms, such as payment obligations;

The Client misrepresents any warranties or statements under this Agreement or in any other agreement or document connected to the Services.

3.1.The Client confirms that the Services may only be accessed by individuals who are at least 18 years of age or the legal age required by applicable laws. If the Client is an individual user, they affirm that they meet this age requirement. Halopro reserves the right to request age verification before providing Services.

3.2.If any personal data is to be processed by Halopro as part of the Client's use of the Services, and Halopro is considered a “processor” under applicable privacy laws, the Client agrees that such processing will also be subject to a Data Protection Addendum.

3.3.The Client is solely responsible for all actions it takes through the use of the Services.

3.4.The Client must safeguard its username and password, refraining from sharing account access or privileges with others. If Halopro detects account sharing, access for all involved may be restricted.

3.5.The Client agrees not to use the Services in violation of any laws, regulations, or third-party rights, including intellectual property rights. Services will only be used as defined in the approved use case provided to Halopro, if applicable.

3.6.Additionally, the Client agrees to use the Services in alignment with Halopro's Acceptable Use Policy, which may be updated periodically.

When using Proxy Services, the Client agrees to:

4.1. Avoid using the Services to: (i) distribute viruses, malware, adware, worms, spyware, or any similar malicious software; (ii) disrupt network resources, including through Denial-of-Service (DoS) or Distributed Denial-of-Service (DDoS) attacks; (iii) disseminate unlawful content or promote unlawful activity; (iv) cause harm or disruption to any third-party computer systems or services; or (v) operate or support a service that competes with Halopro's Services without authorization.

4.2. Not use other systems, products, or services that infringe on Halopro's intellectual property rights, including patents.。

4.3. Not resell the Services, in full or in part, without obtaining prior written consent from Halopro.

4.4. Not, and will not allow others to, copy, decompile, reverse engineer, disassemble, attempt to derive source code from, decrypt, alter, or create derivative works of the Services or any component provided by Halopro, including IP addresses. Unauthorized access or use of IP addresses provided through the Services is strictly prohibited and may be a breach of applicable laws and/or third-party rights.

5.1.Following any free trial period (if provided by Halopro), the Client must enter a valid payment method to continue accessing the Services, with fees as specified in the Client's dashboard, a specific order form, or another statement of work (“Subscription Fees”). Subscription Fees are non-refundable and cannot be canceled.

5.2.All payments under this Agreement are to be made in U.S. dollars. If payments are made in a different currency, conversion to U.S. dollars will be based on the exchange rate on the invoice date. All payments shall be made without deductions for currency exchange, collection, or other fees.

5.3.Prices do not include taxes, duties, or levies. The Client is responsible for paying all applicable taxes.

5.4.The Client agrees to receive electronic invoices and receipts from Halopro.

5.5.If the Client fails to pay Subscription Fees on time, the Client agrees to cover any collection costs incurred by Halopro, including attorney fees, court costs, and other expenses.

If either Party (the “Receiving Party”) accesses Confidential Information (defined below) from the other Party (the “Disclosing Party”) in connection with this Agreement, the Receiving Party agrees to the following:

Ownership of all Confidential Information remains with the Disclosing Party, and the Receiving Party obtains no rights in it, except for the limited right to use it under this Agreement.

The Receiving Party will protect the Confidential Information with the same level of care it uses to protect its own confidential information, but with no less than reasonable care. This includes safeguards against unauthorized access, use, disclosure, or loss.

Unless specified otherwise, the Receiving Party will not share Confidential Information with third parties, except with a consultant, attorney, subcontractor, or potential subcontractor directly involved in the Agreement's performance who agrees to confidentiality obligations similar to those in this section. The Receiving Party is liable for any violations of confidentiality by these third parties.

“Confidential Information” includes all information, whether oral, visual, or written, that is shared by the Disclosing Party in connection with this Agreement. This includes specifications, formulas, prototypes, programs, data, ideas, methods, plans, marketing materials, financial statements, analyses, legal documents, trade secrets, know-how, client lists, user information, and any information provided to the Disclosing Party under a confidentiality agreement with a third party. Subscription Fees under this Agreement are also considered Confidential Information.

Confidential Information does not include information that:

Was lawfully obtained from a third party who has the right to share it;
Was already lawfully known to the Receiving Party without confidentiality obligations;
Becomes public knowledge through no wrongful act by the Receiving Party; or
Is developed independently by the Receiving Party without using the Disclosing Party's Confidential Information.
The Receiving Party may disclose Confidential Information if required by subpoena, law, or governmental order and will not be liable for damages for such disclosures.

Confidentiality obligations under this Agreement will remain in effect after the Agreement ends.

HALOPRO PROVIDES ACCESS TO ITS SERVICES AND ANY RELATED DATA ON AN “AS IS” BASIS, EXPRESSLY DISCLAIMING ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE CONDITION, VALUE, OR QUALITY OF THE SERVICES OR ANY ACCOMPANYING DATA. THIS INCLUDES, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, VIRUS-FREE OPERATION, OR THE ABSENCE OF DEFECTS. HALOPRO ALSO DISCLAIMS WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HALOPRO DOES NOT GUARANTEE THAT SERVICE USE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR THAT ANY INFORMATION CONTAINED WILL BE COMPLETE OR ACCURATE.

Halopro shall not be liable for any consequential, special, indirect, or punitive damages, or any loss of profits or revenue (whether in contract, tort, negligence, or any other legal theory) related to this Agreement (an “Event”), even if Halopro was informed of the possibility of such damages. Halopro's total liability under this Agreement for any claim, damage, or series of claims is limited to the total fees actually received by Halopro from the Client within one month prior to the Event.

The Client agrees to defend Halopro against any claim, demand, lawsuit, or proceeding made by a third party alleging that the Client's use of any Service infringes on intellectual property rights, violates applicable privacy laws, or breaches any other applicable law, causing damage to that third party (a “Claim Against Halopro”). The Client will indemnify Halopro for any direct damages, attorney fees, and costs awarded against Halopro due to a court-approved settlement or final judgment resulting from a Claim Against Halopro. Halopro will (a) provide prompt written notice of the Claim Against Halopro, (b) allow the Client full control of the defense and settlement of the Claim Against Halopro (unless the settlement requires an unconditional release of Halopro from all liability), (c) give reasonable assistance to the Client at the Client's expense, and (d) refrain from negotiating or entering any settlement for the matter without the Client's prior written consent. The Client's indemnity obligations do not cover Claims Against Halopro based solely on Halopro's breach of this Agreement.

10.1.This Agreement begins on the Effective Date and continues until terminated as specified within this Agreement.

10.2.Unless another specified term is agreed upon between the Parties, either Party may terminate this Agreement at any time with written notice, effective at the end of the calendar month in which the notice is received. No further liability will be incurred by either party due to such termination.

10.3.Halopro may terminate this Agreement immediately “for cause” if (a) any action by the Client results in Halopro suspending access or use of the Services as described in Section 2, (b) the Client breaches any representation or warranty outlined in this Agreement, or (c) the Client engages in any activity that, in Halopro's sole judgment, poses legal or regulatory risks for Halopro. Halopro will not be liable to the Client or any third party for termination.

10.4.Upon termination, any unpaid amounts become immediately due. The license granted in this Agreement will be revoked, and the Client shall cease all use of the Services and System immediately.

The following terms apply specifically to the individual services that the Client may use under this Agreement with Halopro, in addition to the general terms:

11.1. Halopro has developed, owns, and provides a service that enables clients to browse the internet anonymously by redirecting their communication through a network of devices (“System”). This System is available for commercial use under this Agreement.

11.2. Halopro grants the Client a limited, revocable, non-transferable license (without the right to sublicense) to access and use the System solely for the Client's internal business purposes, for the duration of the Agreement.

11.3. All rights not expressly granted herein, including all rights to the System, remain with Halopro.

11.4. Halopro may retain data collected by the Client and may use it at its discretion for its own purposes.

11.5. To enhance data retrieval performance, Clients may opt to implement a “cache proxy” solution, acknowledging that such data may not reflect the most current available information.

12.1.Halopro has developed, owns, and provides a data collection service that gathers and supplies publicly available information to users, under this Agreement's terms.

12.2 Halopro may withhold services or data if, in its discretion, the provision of these might infringe upon or violate any applicable laws, regulations, or third-party rights.

12.3. The Client's use of this data collection tool must comply with all relevant legal standards, including data protection and privacy laws. The Client is solely responsible for establishing lawful grounds, notifying relevant parties, upholding data subject rights, and other obligations related to data processing.

12.4. Halopro may retain data it has collected and use it for its own purposes as it sees fit.

13.1.Halopro may offer, at varying prices, digital datasets containing information on various categories (“Datasets”).

13.2.The Client may only use the Datasets for lawful purposes in compliance with applicable laws, including privacy and marketing communications regulations, both domestic and international.

13.3.Some Datasets may come with additional terms governing their use.

13.4.For Datasets purchased through subscription, updates will be provided as and when available.

13.5.Requests to alter Datasets will require Halopro's prior approval and may incur extra charges as agreed between Halopro and the Client.

14.1.Halopro may offer services that provide data insights based on predefined datasets supplied by Halopro.

14.2.The terms of this Agreement, particularly regarding Disclaimer of Warranties and Limitation of Liability, will apply to the use and provision of these insights.

14.3.The insights are not intended as legal, financial, commercial, or any other form of advice, and reliance on them is at the Client's sole discretion and risk.

14.4.Any information obtained through Halopro's insights may not be shared with third parties without prior written approval from Halopro.

This Agreement represents the entire understanding between Halopro and the Client regarding the subjects discussed herein.

All notifications or communications shall be delivered via email to the addresses provided by both parties during the registration for the Service.

To the extent permitted by law, the Client waives the right to litigate any dispute related to this Agreement as a class action, either as a member of a class or as a representative.

This Agreement is governed by the laws of [Applicable Jurisdiction], excluding its conflict of law provisions. The courts of [Specified Location] shall have exclusive jurisdiction over any disputes between the parties.

If any provision of this Agreement is deemed invalid or unenforceable by a competent court, the remaining provisions will continue in full effect as if the invalid provision had never been included.

Failure or delay by either party in exercising any rights, powers, or remedies will not operate as a waiver of those rights.

Halopro may, at its discretion, modify this Agreement at any time, with or without notice to the Client. Modifications will be effective immediately upon being posted publicly. Continued use of the Services following any modification constitutes acceptance of the revised Agreement.

Halopro reserves the right to use the Client's name and/or logo in promotional materials and on its website.