Massive ISP Proxy License Agreement
Last updated: September 1, 2024

This Massive ISP Proxy License between the purchaser of Massive  ISP Proxy License (such entity, “Subscriber” and this agreement, this “Agreement”) and Massive Computing, Inc. (“Massive”) consists of the following Overview, Further Term and Conditions, and any mutually signed Statement of Work, and takes effect when Subscriber signs up to use Massive or accesses or uses any of its services. It may or may not be accompanied by an additional Statement of Work.

1. Overview

This Agreement outlines the terms under which Massive shall provide and Subscriber shall purchase the Service. This Agreement includes the General Terms, Further Terms and Conditions, any Statement of Work (SOW), and any representations from Massive’s online signup portal. The terms are binding upon both parties, referred to as “Parties,” and capitalized terms not defined within Sections 2-22 shall have the meanings ascribed in Section 23.

2. Massive’s Provision of the Service

‍2.1 Subject to Subscriber’s compliance, Massive grants a non-exclusive, non-transferable, non-assignable (except as permitted), and revocable license during the Term to:

• Access and utilize the Service to manage IP addresses and provide Subscriber Service.
• Allow Subscriber Users to manage and utilize the Service Functionality for Subscriber Service.
• Permit Customer Users to use the Service in accordance with agreements between Subscriber and its Customers.

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2.2 Subscriber shall not:

• Exploit the Service for unauthorized purposes.
• Reverse engineer, disassemble, or decompile the Service or Software.
• Transfer, sell, or sublicense the Service to any third party.
• Use the Service in a way that imposes an unreasonable load on the Service.
• Fail to treat the Service and related information as Confidential Information.

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2.3 Massive has the right to monitor the use of the Service for billing and misuse detection.

2.4 Massive shall have no responsibility for any actions or failures by Subscriber or its Customers that violate this Agreement.

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3. Service Activation and Deactivation

Commercial use of the Service commences when the Subscriber starts using the Service, triggering billing. Billing periods will be calculated from the initiation date through the end of each month.

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4. Use Fees, Payment, and Taxes

4.1 Use Fees for the Service are as specifiedin the General Terms or SOW.

‍4.2 Massive will invoice Subscriber upfront for Fees in U.S. Dollars that will be provided in the subsequent payment period. Payment is due within ten (10) business days via ACH, card payment, or as otherwise mutually agreed payment forms.

‍4.3 Subscriber may dispute an invoice by providing written notice within thirty (30) days of the invoice date. The Parties will work to resolve disputes in good faith.

‍4.4 Interest will accrue on late payments at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Massive may suspend or terminate Service for non-payment after providing written notice and a 10-day cure period.

‍4.5 Each Party is responsible for taxes or fees imposed on them by their respective governments.

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5. Service Level Agreement (SLA)

‍5.1 Massive commits to a Service uptime of 99.9%, measured on a monthly basis.

‍5.2 In the event of Service disruption, Massive will respond to and begin working on the issue within the following timeframes:

• High-priority issues: Within 8 hours
• Standard issues: Within 24 hours

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5.3 If Massive fails to meet the uptime commitment in any given month, Subscriber will be entitled to service credits in the following payment period in proportion to the downtime of the network.

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6. Maintenance and Support

6.1 Maintenance and Support are provided as part of the Service, including error corrections and updates necessary for Service functionality.

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7. Privacy and Data Protection

7.1 Subscriber and Customers should only provide business contact information to Massive. Personal information beyond this requires prior written consent.

‍7.2 Massive shall comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA) where applicable.

‍7.3 Massive’s data processing activities are outlined in Appendix B: Data Processing Agreement, which forms an integral part of this Agreement.

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8. Intellectual Property Rights

Massive retains all rights to the Service, Software, and Documentation. No ownership is transferred to Subscriber beyond the licensed uses specified in this Agreement.

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9. Confidential Information and Feedback

‍9.1 Each Party agrees to maintain the confidentiality of the other Party’s information. Disclosure is restricted to those with a need to know, and unauthorized disclosure is prohibited.

‍9.2 Subscriber may provide feedback voluntarily, which Massive may use to improve the Service without compensation to Subscriber.

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10. Acknowledgments

‍10.1 Subscriber is responsible for ensuring compatibility with the Service.

‍10.2 The Service is provided “as is,” and performance may vary depending on third-party factors.

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11. Representations, Warranties, and Disclaimers

‍11.1 Massive represents and warrants that it has all necessary rights, licenses, and permissions to provide the Service as described in this Agreement.

‍11.2 Subscriber represents and warrants compliance with all laws and regulations relevant to its use of the Service.

‍11.3 The Service is provided “as is” with no warranties beyond what is explicitly stated in this Agreement.

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12. Indemnification

‍12.1 Subscriber agrees to defend and hold Massive harmless against third-party claims arising from Subscriber’s use of the Service.

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13. Limitation of Liability

Liability is limited to the total amount of Use Fees paid by Subscriber in the six (6) months preceding the event giving rise to the liability.

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14. Term, Suspension, and Termination

‍14.1 The Term of the Agreement begins on the Effective Date and remains in effect until Service deactivation.

‍14.2 Massive may suspend Service for non-compliance or security risks.

‍14.3 Either Party may terminate the Agreement with proper notice if the other Party fails to comply.

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15. Force Majeure

Neither Party is liable for delays caused by events beyond their control, including but not limited to natural disasters, acts of government, labor disputes, or internet service provider failures. The affected Party shall promptly notify the other Party of the force majeure event and use reasonable efforts to mitigate its effects.

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16. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware. Disputes may be resolved through mediation or litigation in Miami, Florida.

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17. Equitable Relief

Subscriber acknowledges that breaches may cause irreparable harm, and Massive may seek injunctive relief.

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18. Successors and Assigns

This Agreement binds successors and assigns, with assignment requiring prior written consent.

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19. Notices

Notices must be in writing and delivered as specified in the Agreement.

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20. No Third-Party Beneficiaries

This Agreement benefits only the Parties and their successors or permitted assigns.

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21. Entire Agreement and Amendments

This Agreement constitutes the entire understanding between the Parties and may only be amended by mutual written consent. Massive reserves the right to update the Service, and any such updates will be communicated to the Subscriber with at least 30 days’ notice. If the Subscriber does not agree with the updates, they may terminate the Agreement without penalty within the 30-day notice period.

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22. Acceptable Use Policy

Subscriber agrees to comply with Massive’s Acceptable Use Policy, which is attached as Appendix A to this Agreement. Massive reserves the right to update this policy from time to time, and will provide notice of any material changes as outlined in Section 21.

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23. Definitions

• “Service” means the ISP proxy service provided by Massive, including all associated software, systems, and networks.
• “Software” means any software provided by Massive as part of the Service.
• “Documentation” means any user manuals, technical specifications, or other documentation provided by Massive related to the Service.
• “Subscriber” means the entity purchasing and using the Service.
• “Customer” means any end-user of the Subscriber’s services that utilizes the Service.
• “Use Fees” means the fees payable by Subscriber for use of the Service, as specified in Massive ISP Proxy Statement of Work.
• “SOW” means Statement of Work, a document that defines project-specific activities, deliverables, and timelines for Massive providing the Service to Subscriber.
• “Effective Date” means the date on which this Agreement becomes effective, typically the date of the last signature.
• “Term” means the duration of this Agreement, as specified in Section 14.
• “Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement.
• “Subscriber Service” means the services provided by Subscriber to its Customers using the Service
• “High-priority issues” means disruptions that significantly impact core services or cause severe degradation of service performance.
• “Standard issues’” means disruptions that cause minor or moderate service degradation or have a lesser impact on overall service functionality.

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Appendix A: Acceptable Use Policy (AUP) for Massive ISP Proxy Network

1. Introduction

This Acceptable Use Policy ("AUP") outlines the terms of use for the ISP proxy services provided by Massive Computing, Inc. ("we," "us," or "our"). By using our services, you agree to comply with this AUP. We reserve the right to modify this policy at any time, with changes effective upon posting to our website.

2. General Prohibitions

Users of our service agree not to use it for any purpose that is unlawful or prohibited by this AUP. Prohibited activities include, but are not limited to:

2.1. Illegal Activities

• Any activity that violates local, state, national, or international law or regulation
• Unauthorized access to or use of data, systems, or networks
• Interference with service to any user, host, or network

2.2. Abusive Behavior

• Harassment or abuse of any kind towards any individual or entity
• Distribution of malicious content, including but not limited to malware, viruses, or harmful code

2.3. Network Integrity and Security

• Any activity that may disrupt or interfere with the integrity, performance, or security of our service or connected networks
• Attempting to circumvent user authentication or security of any host, network, or account

2.4. Content and Communication

• Transmission, distribution, or storage of any material in violation of any applicable law or regulation
• Spam, unsolicited bulk email, or any form of unwarranted marketing communications

2.5. Fraudulent Activities

• Any form of fraudulent activity, including impersonation, misrepresentation, or creation of fake accounts or content
• Unauthorized collection of user information or non-public data

2.6. Intellectual Property and Privacy

• Infringement of intellectual property rights
• Violation of the privacy or publicity rights of others

2.7. Reselling and Commercial Use

• Reselling of our services without our explicit written permission
• Use of our service in a manner that interferes with or disrupts other users

3. User Responsibilities

3.1. Users are responsible for ensuring their use of our service complies with this AUP and all applicable laws and regulations. 

3.2. Users must maintain the security and confidentiality of their account credentials. 

3.3. Users must promptly report any suspected unauthorized use of their account or any security breach.

4. Monitoring and Enforcement

4.1. We reserve the right to monitor use of our service for compliance with this AUP. 

4.2. We may investigate any suspected violation of this AUP. 

4.3. We may take any action we deem appropriate in response to violations, including but not limited to warning, suspending, or terminating service. 

4.4. We may report illegal activities to appropriate law enforcement authorities.

5. Reporting Violations

If you become aware of any violation of this AUP, please report it to support@joinmassive.com.

6. Disclaimer

We are not responsible for any user's actions in connection with our service. Users agree to indemnify and hold us harmless from any claims resulting from their use of the service.

7. Modifications to this Policy

We reserve the right to modify this AUP at any time. Changes will be effective upon posting to our website. Continued use of our service after changes constitutes acceptance of the modified AUP.

8. Contact Information

If you have any questions about this AUP, please contact us at support@joinmassive.com.

By using our proxy service, you acknowledge that you have read, understood, and agree to comply with this Acceptable Use Policy.

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