These General Conditions (hereinafter – “GC”), together with any current or future statement of work for one or several of our Services (hereinafter – “SoW”), constitute ByteZero Services Agreement (hereinafter – the “Agreement”).

This Agreement is by and between ByteZero, a company based in the Netherlands, registered at Keulenstraat 12 Room 1.07, 7418 ET Deventer, Netherlands (hereinafter – “ByteZero”, “our”, “we” or “us”), and the organization or natural person agreeing to the GC by signing the SoW for our Services, making a payment for Services, or starting to use the Services in any way, and whose details are indicated in the SoW, invoices, or otherwise provided to us before starting to use the Services (hereinafter – “Customer”, “you” or “your”). This Agreement governs access to and use of the Services.

ByteZero provides services related to:

• Provision and maintenance of residential proxies;
• Provision and maintenance of web unblocker proxies;
• Provision and maintenance of datacenter proxies;
• Provision and maintenance of IPv6 proxies;
• Provision and maintenance of IPv6 residential proxies;
• Provision and maintenance of ISP proxies;
• Provision and maintenance of mobile proxies; and
• Automated data gathering tools for search engines and e-commerce websites.

Both parties agree that ByteZero will provide one or more of the listed Services as the parties may agree pursuant to future or current SoWs.

You agree to this Agreement by signing a SoW, paying for ByteZero Services, or starting to use the Services in any way. If you are agreeing to this Agreement on behalf of an organization, you must have the authority to bind that organization to the Agreement.

Without our written consent, you may not access the Services for purposes of monitoring their availability, performance, or functionality, or for any other competitive purposes.

ByteZero may amend these GC from time to time. If ByteZero materially changes this Agreement, it shall post an amended version on the website and send a relevant notice to the Customer. Such an amendment will become effective 14 days after such notice. The Customer’s continued use of the Services after such a 14-day notice period will confirm the Customer’s consent to such amendment.

For clarification, it is indicated herein that the GC is valid and applicable to all current and future SoWs concluded between ByteZero and the Customer, as well as to the Customer’s use of the Services in general. The GC is provided for the Customer to review before signing the SoW (either via hyperlink or physically as required by the Customer) or before starting to use the Services.

The Agreement becomes effective between ByteZero and you as of the date indicated in the SoW, the date you pay for the Services, or the date you start to use the Services in any way.

2.1. If the parties have not agreed otherwise in writing, the Agreement for ByteZero Services shall consist of these documents:

2.1.1. GC of this Agreement – This part of the Agreement exclusively applies to all agreements, SoWs, addendums executed between ByteZero and the Customer, as well as to the Customer’s use of the Services in general. The GC establishes general rights and obligations of the parties when using the Services, general payment terms, liability, and other general clauses. The GC is not separately signed but is considered accepted by the Customer signing the SoW for Services, making a payment for Services, or starting to use the Services in any way. The GC is provided on the website and always disclosed to the Customer for familiarization. If requested by the Customer, the GC can be sent electronically to them prior to signing the SoW.

2.1.2. SoW of this Agreement – This part of the Agreement establishes provisions that govern and are applied to the relationship between the Customer and ByteZero regarding the provision and use of particular Services. These provisions inter alia include information about the parties to the Agreement, the Services to be provided, price, pricing conditions, etc. By signing a SoW, making a payment for the Services, or starting to use the Services in any way, the Customer also agrees to be bound by the terms of the GC as if it were an original party hereto.

2.1.3. Acceptable Use Policy – This outlines the Customer’s responsibilities when using the Services.

2.1.4. Documentation of the Provided Services – This describes the means by which the Services may be accessed by the Customer.

2.2. If ByteZero provides any automated data gathering services (SAPI Services) to the Customer, the Agreement shall also include the following documents:

2.2.1. Data Processing Agreement (DPA) (applicable only in cases when the Customer uses automated data gathering Services listed in clause 1.5.6 and processes personal data). If applicable, the DPA forms an inseparable part of the Agreement, establishing provisions that govern and are applied to the data processing relationship of the Customer and ByteZero when the Customer uses automated data gathering Services to process personal data (as defined in the EU General Data Protection Regulation). These provisions inter alia describe the Customer’s data processing instructions and the rights and obligations of the parties related to the processing of personal data. The DPA is not separately signed but is considered accepted as an inseparable part of the GC by the Customer signing the SoW for Services, making a payment for Services, or starting to use the Services to process personal data.

2.3. Over the course of time, multiple SoWs can be agreed and signed, for example, to deal with changes or complementary orders.

2.4. If any contradictions occur between the GC and SoWs, the conditions established in the SoW will take precedence, or the conditions of the document that was signed, agreed, or amended later.

3.1. The Customer shall pay ByteZero all applicable fees for the Services, in the currency and pursuant to the prices, pricing rules, and other payment terms set forth in each SoW.

3.1.1. All payments under this Agreement shall be free and clear of any and all taxes, levies, duties, imports, fees, or other charges. The Customer shall pay the full amount due to ByteZero, regardless of any withholding taxes to be paid by the Customer to the tax authorities.

3.1.2. ByteZero shall charge applicable taxes (including sales, use, excise, value-added, goods and services, consumption, or any other taxes of a similar nature) on top of all applicable fees for the Services in all appropriate taxing jurisdictions where legally required. Such taxes shall be remitted by ByteZero to the appropriate tax authority, unless the Customer provides valid proof of tax exemption or otherwise as permitted by law.

3.2. The Customer authorizes ByteZero to charge the Customer for all applicable fees using the Customer’s chosen payment method and will issue the required payment documentation.

3.3. The payment methods supported by ByteZero are the following:

1. a) Wire transfer;
   b) Manual payment via credit/debit/pre-paid card;
   c) Third-party payment providers listed on our website.

3.4. By authorizing recurring payments, you are authorizing ByteZero to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for automated clearing house or similar payments), or as charges to your designated account (for a credit card or similar payments).

3.5. If you provide credit or other card information to ByteZero, you authorize ByteZero to charge such card for all agreed Services for the SoW term.

3.6. By choosing a payment method, you (i) represent that you are authorized to use the payment method you have chosen and that any payment information you provide is true and accurate; (ii) authorize ByteZero to charge you for the Services using your payment method.

3.7. Depending on what is specified in the SoW, there could be two types of payment plans: Monthly payments and Pay-as-you-go (hereinafter – “PAYG”). PAYG payment terms are specified in Clause 3.15 of this Agreement. For monthly payments, ByteZero will bill the Customer in the following way:

3.7.1. For the fixed monthly minimum volume of usage Service fee, the Customer will be billed one (1) month in advance on the 1st business day of each calendar month;

3.7.2. For the agreed rate of actual usage of Services, the agreed rate for the Services exceeding the fixed amount of Services fee or any agreed additional fees, the Customer will be billed on the 1st business day of the following month for the usage of the Services during the past calendar month (with the exceeding part being calculated and billed together with the next month’s advanced payment);

3.7.3. The first invoice shall be calculated proportionally for the Services rendered until the end of the month on a pro-rata basis, and subsequent invoices shall be for the whole calendar month as described above.

3.8. Unless otherwise stated in the SoW, the Customer is obliged to make the payment for the Services to ByteZero within 7 (seven) calendar days from the moment of receiving an invoice.

3.9. If any invoiced amount is not received by ByteZero by the due date, then without limiting ByteZero’s rights or remedies, those charges may accrue late interest at the rate of 2 (two) % of the outstanding balance per month.

3.10. If any amount owing by the Customer under this Agreement for ByteZero Services is 14 (fourteen) or more days overdue (or 7 (seven) or more days overdue in the case of amounts the Customer has authorized ByteZero to charge to the Customer’s credit card), ByteZero may, without limiting its rights and remedies, accelerate the Customer’s unpaid fee obligations under this Agreement so that all such obligations become immediately payable, and suspend Services to the Customer until such amounts are paid in full. If any amount owing by the Customer under this Agreement for ByteZero Services is 30 (thirty) or more days overdue, ByteZero may, at its sole discretion, change the Customer’s payment plan to PAYG.

3.11. If the Customer defaults in any of its payment obligations under this Agreement, the Customer agrees to pay ByteZero’s reasonable expenses, including but not limited to legal and collection agency fees, incurred by ByteZero in enforcing its rights.

3.12. Payments received by ByteZero shall be credited first against accrued interest until all accrued interest is paid in full before any such payment is credited against the amount payable pursuant to issued invoices.

3.13. Refund Policy
Refunds for ByteZero’s proxy services are subject to the following conditions:

1. We believe in transparency and fairness. Refunds are available for all proxy types and plans if bandwidth usage does not exceed 1GB. We strive to build trust and ensure fairness while remaining open to evaluating individual cases for exceptions when appropriate.
2. Abuse of Services:
   ByteZero reserves the right to reject any refund request if it suspects abuse of its services. This includes, but is not limited to:
   • Submitting multiple refund requests for the same or similar services.
   • Misuse or exploitation of the refund policy.
   • Any other reason deemed reasonable and accompanied by an explanation from ByteZero.
3. Time Limit for Refund Requests:
   • For bandwidth-based plans: Refund requests must be submitted within 7 days of the original purchase date.
   • For unlimited plans: Refund requests must be submitted within 7 days of the original purchase date.
4. ByteZero’s Discretion:
   ByteZero reserves the sole right to determine whether a refund request will be approved or rejected. ByteZero has no legal obligation to provide a refund beyond the specified conditions.

3.14. If the invoiced Customer disputes the accuracy of the amount invoiced, the Customer shall pay such amount as it in good faith believes to be correct and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation. In the event the parties are unable to resolve such a dispute, either party may pursue any remedy available at law or in equity to enforce its rights hereunder. If it is determined or agreed that the party that is disputing an invoice must or will pay the disputed amount, then such party shall pay interest from and including the original payment due date.

3.15. Pay-as-you-go (PAYG): The Customer pays based on actual usage for the preceding month, as applicable, with no upfront commitment. The following terms are applied:

3.15.1. After paying the fee for the Services, the Customer shall receive a corresponding amount of Services which shall be valid for 3 (three) months after the purchase (hereinafter – the “PAYG Term”).

3.15.2. The Customer shall be able to start using the Services within 1 (one) business day after the receipt of the fee by ByteZero.

3.15.3. Should the Client fail to use the Services within the PAYG Term, the remaining amount of Services will expire and will not be transferred to the following Term.

3.15.4. The Customer may purchase an additional amount of Services at any time. In that case, the PAYG Term shall extend automatically for a further period of 3 (three) months.

4.1. General obligations of the parties:

4.1.1. Parties shall not solicit to employ other party’s employees that are involved or were involved whilst providing the Services during the validity of this Agreement and 1 (one) year after the end of this Agreement;

4.1.2. Parties agree to act in good faith, honestly, and seek to ensure that both parties and their employees cooperate with each other to ensure the provision of ByteZero Services.

4.2. The Customer’s rights and obligations:

4.2.1. To meet all of the Customer’s obligations set out in this Agreement and in any relevant SoW properly and on time;

4.2.2. The Customer, confirming its understanding that its, as well as its employees’ participation, is necessary in order for ByteZero to provide the Services to the Customer, ensures its and its employees’ active participation;

4.2.3. To properly and in a timely manner, as foreseen in the GC or SoW, pay ByteZero for the Services;

4.2.4. As Services might be subject to usage limits, including, for example, the quality (type) and quantity of Services as specified in SoWs or the Services’ internal documentation. Subsequently, the Customer ensures to not exceed these limits (unless permitted otherwise) or use Services in breach of other specifications;

4.2.5. The Services can only be used for lawful and legitimate purposes as defined by best practice standards and this Agreement. Pursuant to the preamble, the Services cannot be used for competitive purposes;

4.2.6. The Customer ensures to comply with laws, regulations, ByteZero’s Acceptable Use Policy, and any relevant terms of service (terms of use, other website or application-based documents) or third-party rights (including, without limitation, regulation, case-law practice, and best practice regarding automated data gathering, etc.) applicable to the Customer’s use of the Services;

4.2.7. The Customer will not take any action that would cause ByteZero to violate or be associated with any violation of EU, US, or any other applicable data protection laws or infringement of third parties’ intellectual property rights;

4.2.8. The Customer shall ensure that access credentials provided by ByteZero will not be shared with third parties and is solely responsible for the security and confidentiality of the access credentials provided. Accordingly, the Customer is responsible for all activities that occur under your account(s) and must immediately notify ByteZero in case of any unauthorized use of your access credentials or access to your account(s);

4.2.9. The Services shall be used only by and for the benefit of the Customer;

4.2.10. The Customer shall not: sell, resell (unless explicitly signing up and agreeing to the terms of a reseller customer), license, sublicense, distribute, make available, rent, or lease the Services; interfere with or disrupt the integrity or performance of the Services; permit direct or indirect access to or use of the Services in a way that circumvents the agreed usage limits or other specifications, or use the Services in a manner that violates our Acceptable Use Policy; access or use any of ByteZero’s intellectual property except as permitted under this Agreement; modify, copy, or create derivative works based on the Services or any part, feature, function, or interface thereof; disassemble, reverse engineer, or decompile the Services, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics of the Services, (3) copy any ideas, features, functions, or graphics of the Services; or (4) determine whether the Services are within the scope of any patent.

4.3. ByteZero’s rights and obligations:

4.3.1. To meet all ByteZero’s obligations set out in this Agreement and in any relevant SoW properly and on time;

4.3.2. To provide the Services using no less than a reasonable level of skill and care in accordance with industry standards;

4.3.3. If agreed, to provide support for the Services;

4.3.4. Use reasonable efforts to make the agreed Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which ByteZero shall give advance e-mail notice), and (ii) any unavailability caused by circumstances beyond ByteZero’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labor problem (other than the one involving ByteZero employees), the failure of or delay of Internet service providers, or a denial of service attack;

4.3.5. ByteZero shall be responsible for the performance of its personnel (including employees and contractors) and their compliance with ByteZero’s obligations under this Agreement;

4.3.6. To provide the Customer with sufficient information related to the use of the Services, terms, and conditions of the provision of the Services;

4.3.7. ByteZero retains the right, in its sole discretion, to monitor the Customer’s use of the Services if ByteZero deems so necessary in order to execute its rights and obligations set forth in this Agreement;

4.3.8. If ByteZero, in its sole discretion, believes that there is a security emergency or that the Customer has failed to execute its obligations under this Agreement, especially, but not limited to, obligations regarding the payment for the Services or the Acceptable Use Policy, then ByteZero reserves the right to stop offering and supporting the Services or part of them or any functionality constituent in the Services, at which point the Customer’s ability to use the Services or part thereof will be automatically suspended.

5.1. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

5.2. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”, AND NEITHER BYTEZERO NOR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES OR AS TO THE RESULT TO BE OBTAINED FROM THE USE OF THE SERVICES, UNDER THIS AGREEMENT OR OTHERWISE. THE SERVICES ARE PURCHASED WITH THE KNOWLEDGE OF THIS WARRANTY LIMITATION. BYTEZERO EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. BYTEZERO DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE CONTENT OBTAINED/TRANSMITTED BY THE CUSTOMER OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE SERVICES.

6.1. NEITHER BYTEZERO NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING, OR SUPPORTING THE SERVICES SHALL BE LIABLE TO THE CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, LOSS OF DATA, RIGHTS, OR SERVICES, WHETHER UNDER THEORY OF CONTRACT OR TORT.

6.2. IN NO EVENT SHALL THE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE CUSTOMER’S SERVICES FEE FOR THE MONTH DURING WHICH THE LOSS OR BREACH OCCURRED (or other period if the Customer will be billed more or less frequently than once a month, i.e. two weeks period).

6.2.1. NOTWITHSTANDING SECTION 6.2, BYTEZERO WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WITH RESPECT TO THE SERVICES PROVIDED TO THE CUSTOMER VIA FREE TRIAL. IF SUCH EXCLUSION OF LIABILITY IS HELD TO BE INVALID OR OTHERWISE UNENFORCEABLE UNDER THE APPLICABLE LAW, THE LIABILITY OF BYTEZERO ARISING OUT OF OR RELATED TO THIS AGREEMENT WITH RESPECT TO THE SERVICES PROVIDED TO THE CUSTOMER VIA FREE TRIAL SHALL BE LIMITED TO 50 EUR (FIFTY EUROS).

6.2.2. NOTWITHSTANDING SECTION 6.2, THE CUSTOMER SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WITH RESPECT TO THE SERVICES PROVIDED TO THE CUSTOMER VIA FREE TRIAL.

6.3. THE LIABILITIES LIMITED BY SECTIONS 6.1 AND 6.2 APPLY TO: (a) LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF BYTEZERO IS ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF THE CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION 6, BYTEZERO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE.

6.4. The limitations of liability in Section 6 do not apply to: (a) the Customer’s obligation to pay fees pursuant to relevant SoW and to Section 3 of the GC (Payment terms); or (b) any claims against the Customer for infringement of ByteZero’s intellectual property; or (c) claims pursuant to Section 7 (Indemnification).

7.1. By ByteZero: ByteZero shall defend and indemnify the Customer against any third-party claim, suit, or proceeding (the “Indemnified claim”) arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the software of the Services to the Customer. BYTEZERO’S LIABILITY ARISING OUT OF OR RELATED TO SECTION 7 (Indemnification) IS LIMITED TO THE CUSTOMER’S SERVICES FEE FOR THE CURRENT MONTH (OR MOST RECENT PAYMENT AMOUNT) FOR THE RELEVANT SOW (OR IN CASE IT IS NOT CLEAR WHICH SOW SHOULD BE HELD RELEVANT – THE MOST RECENT).

7.2. ByteZero’s obligations set forth in clause 7.1. do not apply to the extent that Indemnified claim regarding intellectual property infringement arises out of:

1. a) The Customer’s use of the Services or third-party content accessed through ByteZero Services in an unlawful manner or in violation of this Agreement (including Acceptable Use Policy);
2. b) Modifications to the technology/software of the Services made without ByteZero’s written consent;
3. c) ByteZero’s modifications of the technology/software of the Services in compliance with specifications provided by the Customer.

7.3. By the Customer: The Customer shall defend and indemnify ByteZero against any Indemnified claim, meaning any third-party claim, suit, or proceeding arising out of, related to: (i) non-compliance by the Customer with its obligations under this Agreement, including Acceptable Use Policy, the DPA (if applicable); (ii) any and all claims by any third party in connection with the Customer’s use of Services and related to copyright infringement and all manner of intellectual property claims, defamation claims, claims of publication or transmission or gathering of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material, and claims of infringement of data protection legislation, to the extent such claims and/or losses are based upon (i) the third-party content of any information accessed, transmitted, distributed, published, gathered or any other way used by the Customer; or (ii) the use of Services by the Customer in a manner inconsistent with the terms of this Agreement, including without limitation the AUP.

7.4. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE BYTEZERO’S AND THE CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS.

8.1. By using the Services, you might be able to access, transmit, distribute, gather, reproduce, or in any other way use (“Access”) third-party data, content, and resources (“Data”). When you Access any Data by using ByteZero Services, you ensure that you have consulted the property, persons, and entities in question for consents, rights, information, and restrictions that may be applicable to such content and Access to it. You are solely responsible for the Data you Access by using the Services. As one of the conditions to your use of the Services, you agree not to use the Services in a way that would infringe any applicable laws or third-party rights, including privacy and intellectual property rights, this Agreement, including but not limited to the Acceptable Use Policy. We reserve the right, at any time, in our sole discretion, without notice, to suspend the use of the Services by any users who would act contrary to what is established above. As long as you use the Services and Access Data legally (i.e., with consent or in accordance with Data owner terms of services, policies, copyrights, etc.), ByteZero will not be able to suspend your use of the Services on these grounds.

10.1. The term of this Agreement will commence once both parties have automatically signed the SoW, after the payment for the Services is made by the Customer or when the Customer starts using the Services in any way, and will continue for the period set forth in any outstanding SoW or for the duration of the use of the Services.

10.2. Termination for Cause: Either party may terminate this Agreement by providing written notice in the event of a material breach by the other party. The notice must specify in detail the nature of the breach, and termination will take effect after 14 (fourteen) days unless the breaching party remedies the breach within this period. If the breach is not subject to cure, termination will take effect immediately. However, termination of the service by the Customer will no longer be allowed once the Customer exceeds the usage thresholds outlined in the Refund Policy (Clause 3.13).

10.3. Termination for Convenience:
Either party may terminate this Agreement at any time for convenience by providing 90 (ninety) days’ advance written notice to the other party.

10.4. Immediate Termination by ByteZero:
ByteZero may, at its sole discretion, immediately suspend the Services or terminate this Agreement (or any associated Statement of Work) if it determines that the Customer has breached ByteZero’s Acceptable Use Policy or engaged in any activity that poses a risk to ByteZero’s systems, network, or reputation.

10.5. Automatic Renewal:
Unless explicitly stated otherwise in the applicable Statement of Work, this Agreement and the associated Services will automatically renew for successive terms equal to the initial term specified in the SoW. Either party may prevent automatic renewal by providing written notice of termination to the other party at least 30 (thirty) days prior to the end of the current term.

10.6. Survival of Obligations:
The following provisions will survive the termination or expiration of this Agreement:
(a) Any obligation of the Customer to pay outstanding fees incurred prior to termination.
(b) Section 5.2 (Warranty Disclaimers), Section 6 (Limitations of Liability and Exceptions), and Section 7 (Indemnification).
(c) Any other provisions of this Agreement that by their nature or purpose must survive to ensure their continued enforceability or fulfill their essential intent.

11.1. “Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks as “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within 5 (five) business days; (c) your access credentials or any source code disclosed by ByteZero, whether or not marked as confidential; and (d) any other non-public, sensitive information disclosed by Discloser. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without the use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser.

11.2. Recipient shall not use Confidential Information for any purpose other than to facilitate the fulfillment of obligations under this Agreement (the “Purpose”). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this section; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, the Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority.

11.3. Injunction: Recipient agrees that a breach of this section would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

11.4. Termination and Return: The obligations of section 11 (Nondisclosure) will terminate 2 (two) years after the termination of the last SoW or the end of the use of the Services, whichever is later. Upon termination of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.

11.5. Retention of Rights: This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Except to the extent that another section of this Agreement specifically provides to the contrary, Discloser will retain all right, title, and interest in and to all Confidential Information.

11.6. ByteZero has not agreed to and does not agree to treat as confidential any Feedback (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of ByteZero’s Services) that the Customer provides to ByteZero, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict ByteZero’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Customer. Notwithstanding the provisions of Section 11, Feedback will not be considered Confidential Information.

12.1. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE NETHERLANDS.

12.2. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures established in Clause 13.3. If a dispute is not resolved within 30 (thirty) days of notice, the Customer and ByteZero may bring a formal proceeding to the courts of the Netherlands.

12.3. In any case, the Customer may only resolve disputes with ByteZero on an individual basis and will not bring a claim in class, consolidated, or representative action.

13.1. This Agreement supersedes any prior agreements or understandings between ByteZero and the Customer and constitutes the entire Agreement between the parties related to this subject matter. All attachments to the Agreement (i.e., SoWs, etc.) are hereby incorporated into the Agreement by this reference.

13.2. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

13.3. Notices must be sent via e-mail and are deemed given when received. Notices to ByteZero must be sent to the e-mail specified in the SoW.

13.4. The Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of ByteZero. ByteZero may not assign this Agreement without the written consent of the Customer, except in the cases when the transfer of ByteZero’s rights and obligations is related to or connected with a merger, acquisition, or any type of corporate reorganization, or sale of all or substantially all of its assets. In the latter case, ByteZero must provide the Customer with 14 (fourteen) days’ notice. Any other attempt to transfer or assign is void.

13.5. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in the explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

13.6. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.

13.7. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

13.8. Neither party is the agent or legal representative of the other party, and this Agreement does not create a partnership, joint venture, or fiduciary relationship between ByteZero and the Customer. Neither party shall have any authority to agree for or bind the other party in any manner whatsoever. This Agreement confers no rights, remedies, or claims of any kind upon any third party.

13.9. The Services and their proprietary features, functionality, interfaces, source code, or included software may be subject to export controls and economic sanctions laws, regulations, and requirements of certain jurisdictions. By using ByteZero Services, the Customer represents and warrants that the Customer is not located in, under the control of, or a national or resident of, any such jurisdiction.

If you have questions about this Privacy Policy or your personal data, please contact us:

ByteZero contact: [email protected] or [email protected]

Chamber of Commerce/ KVK: 94499764

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