GENERAL TERMS AND CONDITIONS

Last updated: July 11th 2025

1. Preamble

CoreDump Engineering, a joint-stock company ("société par actions simplifiée") with registered address located at 61 rue de Lyon – 75012 Paris and registered before the Company House of Paris under number 943070755 ("CoreDump Engineering" or the "Provider") has developed a software solution available at https://scrapoxy.io (the "Software" or "Scrapoxy") providing proxy management services (the "Services").

The present terms and conditions of service (the "General Conditions") govern the contractual relationship between CoreDump Engineering and any natural person aged at least 18 years old with full and complete legal capacity acting in the scope of their professional activity or being the legal representative of a legal entity empowered to enter into legally binding commitments which use the Software (hereinafter the "User"). User acknowledges and accepts that the Software is dedicated to professional activities and as such consumer law is not intended to be applicable. The General Conditions, the Data Processing Agreement, the AUP, and their exhibits form altogether the "Agreement".

2. Definitions

For the purposes of these General Conditions, the following terms shall have the meanings defined below:

"Documentation" means the latest versions of all online Software technical documentation available at https://scrapoxy.io/help/, or other documentation available at the CoreDump Engineering Website.

"CoreDump Engineering Website" means the website at https://scrapoxy.io and any other website operated by CoreDump Engineering.

"Machine" means a computing device used by You for running the Software.

"Software" means the Scrapoxy software licensed to You under this Agreement.

"Redistributable Software" means an independent module of the Software designated by CoreDump Engineering as 'Redistributable' in its name or in its official description.

"Third-Party Software" means any third-party software program that is owned or licensed by someone other than CoreDump Engineering.

"Subscription" means the recurring payment plan selected by the User for accessing Support Services for the Software.

"User's Data" means data generated by the Software during Your use of the Software.

3. Purpose and Acceptance

The General Conditions govern the access, consultation, browsing, and more generally the use of the Services. The applicable General Conditions are those in force when the User creates an Account and/or when they subscribe to the Services. The use, registration, subscription, or payment entails the User’s full and complete acceptance of the General Conditions in force. Any User who does not wish to adhere to and comply with the applicable General Conditions must refrain from using the Services in any way and if applicable, close their Account.

CoreDump Engineering may modify the Services and the Agreement at any time as provided herein. Consequently, the User undertakes to regularly consult the Agreement to be aware of any changes that may be made, being specified that any material modification of the Agreement will be notified to the User. By continuing to access or use the Services after those revisions become effective, the User will be bound by the revised Agreement.

The Agreement prevails over any other document such as User's general terms and conditions of purchase, advertising, or marketing material. By accepting the General Conditions, the User acknowledges that they have been able to obtain all necessary information from CoreDump Engineering in order to ensure that the Services comply with their own needs.

4. Description of the Services

The Agreement defines the terms and conditions governing the use of the Software namely:

(i) Access to and the right to use the Software including the management of the User's proxy configurations and data generated by the Software (the "User's Data") during the term of the Agreement. (ii) Create proxy configurations using Scrapoxy developed and owned by CoreDump Engineering. (iii) Access and use proxy configurations developed by other Users. (iv) Any other services provided by the Provider such as training, animation, content production, and specific development ("Professional Services") is subject to a specific purchase order or particular conditions ("Purchase Order).

The “Plug and Play” functionality provides the ability to connect the proxy configurations to any existing infrastructure and network to route traffic through the configured proxies.

Where creating their own configurations, the User may choose the degree of complexity of their proxy configurations by creating their configurations with basic knowledge of network configuration or using advanced parameters to customize proxy behavior. CoreDump Engineering provides help for the Users to create their own configuration through the Documentation and support channels.

As part of the Software, the User has access to a web-based interface for managing proxy configurations.

CoreDump Engineering may modify at any time the layout, presentation, and graphic design of its Software interface.

5. Requirements and Access to Services

Access to and use of the Software is via the Internet. This requires a minimum hardware configuration of the User's information system described on the Provider's website and which may be updated by the Provider (the "Technical Requirements"). The User is solely responsible for the proper functioning of its information system and the Internet connection which allows them to connect with the Software.

To use the Software, each User must create an Account beforehand, including compulsory information such as their name, contact details, valid email address, etc., which must be accurate and complete at all times (the "Account").

The User may also identify via a "single sign on" process consisting of the login and password used by the Users when logging into their session/user account within the User's computer system. When creating his/her Account, the User will be granted access to the Software.

• The User may be invited and appointed by another User acting on their behalf to access the Software within their infrastructure and where applicable may be granted administrative rights on their installation (payments, operations relating to invoicing, invitation of other Users, etc.) depending on the rights granted by the User.
• The User as the person responsible for the Software installation may invite other Users to access the Software as part of their infrastructure according to the rights they grant. As such, the User acknowledges and agrees that all invited Users shall read, accept, and comply with the Agreement in its entirety. In any case, the User warrants and guarantees that invited Users comply with the Agreement as part of a “porte fort” commitment.

When the User declares that he/she will use the Software in the name and on behalf of a company, the User undertakes to provide a valid VAT number to access the Software. CoreDump Engineering may suspend and/or terminate the Account in the event of suspected fraud.

CoreDump Engineering may refuse the registration of an Account of any User who may have caused troubles in the past in relation to license compliance or whose behavior may have breached the Agreement, the AUP, or any applicable legislation.

The Software is provided under a commercial license. It is strictly forbidden to deobfuscate, reverse engineer, modify the software or its architecture, replace parts of the code or software, or otherwise attempt to derive the source code from the compiled code of the Software, in whole or in part.

The User warrants to keep their login and password secret, prevent any third party's access, and ensure their confidentiality, which the User is committed to doing within the meaning of Article 1204 of the French Civil Code. As mentioned above, the Subscriber User is responsible for its Subsidiaries Users. The Provider may suspend or limit the rights and the validity of the login if it is informed or suspects a breach of the obligation under this article or any other security obligation by the User.

6. Availability of the Services

The Software is self-hosted and requires Users to have their own infrastructure with adequate, up-to-date, and compatible computerised equipment and internet access. Users shall bear the costs of such equipment.

Subject to potential technical or material constraints, CoreDump Engineering provides support for the Software 24 hours a day, 7 days a week. Users are informed that CoreDump Engineering may interrupt support for technical or editorial reasons (such as maintenance, updating, etc.) if necessary, without prior notice or information to Users. In any case, CoreDump Engineering will endeavor to inform Users in due time, subject to any technical and/or security requirements.

The proper functioning of the Software does not depend entirely on CoreDump Engineering. As such, CoreDump Engineering cannot be bound by any obligation, whether best-efforts or result-driven, as to the availability, continuity, extent, quality, relevance, and accuracy. Software depends on (i) the Users' configurations made available to other Users within the Software and/or (ii) the targeted websites, APIs, applications, databases, and other sources.

CoreDump Engineering is not responsible for any issues caused by the usage of Scrapoxy. Users acknowledge and agree that they use the Software at their own risk and that CoreDump Engineering shall not be liable for any direct or indirect damages arising from the use of the Software.

7. Conditions of Use of the Software

All Users undertake to comply with all applicable legislation and the Agreement. To this end, when Users use the Software, including when Users upload, import, or create web scraping configurations on the Software, Users shall not (non-limitative list):

• Use the Software or any element thereof in a commercial manner.
• Disseminate data, information, or content that is false, incorrect, misleading, defamatory, or offensive.
• Breach applicable legislation, in particular relating to intellectual property rights, notably by publishing infringing content or creating, uploading, importing web scraping configurations to infringe intellectual property rights, personality rights, image rights, or more generally by engaging in unfair or disloyal practices to the prejudice of Users, CoreDump Engineering, or third-parties.
• Breach the terms and conditions of use of third-party websites, platforms, applications, databases, and other sources or using the Software in order to do so.
• Use the Software in order to send in any form whatsoever unsolicited advertising or promotional content.
• Copy, modify, or distribute configurations or any data, content, or information from CoreDump Engineering, from the Software, or from other Users free of charge or in consideration of a payment without the consent of CoreDump Engineering or the concerned User, particularly under circumstances which may suggest a partnership with CoreDump Engineering.
• Steal the identity of a User or of CoreDump Engineering, attempting to mislead Users by stealing an identity, a corporate name, trade name, or by damaging the image or reputation of others by posing as a third party or a person affiliated with CoreDump Engineering.
• Collect by any means information about Users without their consent.
• Hack or engage or use the Software in order to do so in any act of fraudulent collection of personal data.
• Spread viruses, malware, or other devices likely to harm CoreDump Engineering or Users of the Software or using the Software to do so.
• Interfere or attempt to interfere with the operation and/or accessibility of the Software or any other service and/or content accessible on the Internet.
• Perform or attempt to perform reverse engineering of the technologies used by CoreDump Engineering to provide the Software (except as provided hereinafter in Article Intellectual Property).
• Perform or attempt to perform a fingerprint of the configurations.
• Notwithstanding the above, User shall use the Software in accordance with the acceptable use policy (the “Acceptable Use Policy” or “AUP”) as may be amended from time to time and not use the Software for the purpose of participating in any of the above activities. It is a material condition.

The User shall read the terms and conditions and privacy policies of the targeted websites, platforms, applications, databases, and other sources. Websites may expressly prohibit scraping; it is therefore User’s responsibility to check such potential prohibition for each website prior to scraping such websites with the Software. In case of doubt whether such websites allow scraping, user undertakes to obtain the Provider’s prior authorization.

In the event that a User does not comply with any of the provisions referred to above, CoreDump Engineering may suspend or remove a User’s access to the Software and/or any Account connected to the same Subscription and claim appropriate compensation.

The Software is limited to an individual use by the User as part of their professional activities. Use of the Software for personal purposes is strictly forbidden. Users undertake not to exploit or communicate to third parties any configuration developed by others or any other element issued from their use of the Software except when expressly authorized.

Each User is responsible for their behavior, and the Subscriber User acknowledges that their responsibility may be triggered for any act or behavior of a Subsidiary User to whom they have granted access to the Software.

8. Evolution of the Software

CoreDump Engineering provides Users with access to the Software known as Scrapoxy that they can install and use according to these Terms and Conditions.

The Provider undertakes to provide the User with access to updates and new versions of the Software at no extra cost, it being understood that access to certain features or new modules that may be developed and/or offered by the Provider in the future may give rise to the payment of additional fees by the User.

9. Prices – Fees – Payment Terms

Following the opening of their Account, Users will be invited to choose among several types of Subscriptions granting different support features as detailed on CoreDump Engineering's website.

Scrapoxy is free for both personal and commercial usage under the "Community" package, which is provided by default. CoreDump Engineering also offers "Professional" (known as "Pro") and "Enterprise" packages, which are paid subscriptions that provide additional support.

a. License Limitations

It's strictly forbidden to create multiple installations to circumvent license limitations. It is a material condition.

Any attempts to modify the Software or its architecture, or to replace parts of the code or software is strictly forbidden.

b. Subscription

Access to Support Services for the Software is billed on a subscription basis ("Subscription(s)"). User will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set either on a monthly or annual basis depending on the type of subscription plan selected when purchasing a Subscription.

Each Billing Cycle ends at the end of the initially agreed period. At the end of each Billing Cycle, Subscription will be automatically renewed under the same conditions for the same duration except regarding the Fees rate, which may evolve as described hereinafter unless the User terminates it before renewal or CoreDump Engineering terminates it. User may terminate its Subscription renewal either through its online account management page on https://scrapoxy.io or by contacting CoreDump Engineering customer support team. In any case, the termination must be communicated before the beginning of the next Billing Cycle.

It's strictly forbidden to create multiple paid accounts to circumvent limitations and quotas of paid Subscriptions. It is a material condition.

c. Pricing Conditions

The fees owed by the User for the Support Services (the "Fee") and other pricing terms applicable by the Provider are specified on CoreDump Engineering's website at the following address: https://scrapoxy.io.

The applicable Fees are those indicated on the day User fills its Subscription or renews it. Fees are fixed within the conditions mentioned hereinabove and are subject to change by CoreDump Engineering.

CoreDump Engineering, in its sole discretion and at any time, may modify the Fees. Any Fee change will become effective at the end of the then-current Billing Cycle.

CoreDump Engineering will notify the User reasonably prior to any change in applicable Fees to provide the User an opportunity to terminate its Subscription before such change becomes effective.

In any case, the new Fees will apply to the next Billing Cycle following their entry into force. The continued use of the Support Services after the new Fees enter into force will be considered as User's agreement to pay the new Fees.

Any Fees indicated are expressed in US DOLLARS and are exclusive of taxes of any kind and fees. Any expenses that the Provider may incur in connection with the performance of the present Agreement shall be invoiced to the User at actual cost.

In the absence of special payment terms provided for in the Purchase Order, invoices sent by the Provider shall be paid within thirty (30) days following the date of the invoice. Any amount paid under the Agreement is non-refundable.

When a User purchases a subscription for a "Pro" or "Enterprise" package, the User does not acquire ownership of the Software. All intellectual property rights and ownership of the Software remain with CoreDump Engineering. The User only obtains the right to use the Software for the duration of the subscription according to the terms of the Agreement.

d. Payment Terms

Provider will invoice the Services in advance on a recurring and periodic basis each month or each year depending on the Billing Cycle and type of Subscription taken (based on the intended range of use) independently of actual use of the Services.

When a User purchases a "Pro" or "Enterprise" package, they are committed for the full duration of the subscription period. CoreDump Engineering does not provide reimbursement if a User wishes to terminate their subscription before the end of the contracted period. All subscriptions must be fully paid at the beginning of the subscription period.

At the end of the subscription period, subscriptions will be automatically renewed for the same duration unless the User cancels the auto-renewal through their account on https://scrapoxy.io.

CoreDump Engineering provides all required legal invoices to Users. These invoices are available in the User's account on https://scrapoxy.io.

Payment management is handled and billed by Stripe, third-party providers of CoreDump Engineering. Users are advised to read their terms of use and privacy policy which are available on their websites https://stripe.com.

A valid payment method, including credit card, is required to process the payment for Subscription. User shall provide CoreDump Engineering with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, User automatically authorizes CoreDump Engineering to charge all Subscription Fees incurred through the Account to any such payment instruments.

The User undertakes to provide CoreDump Engineering with all information necessary for invoicing. The User (or any other User delegated by them and/or acting on their behalf) shall proceed to the payment in accordance with applicable payment terms.

Should automatic billing fail to occur for any reason, CoreDump Engineering will issue an electronic invoice indicating that User must proceed manually within a certain deadline date to the full payment corresponding to the billing period as indicated on the invoice.

The User acknowledges that delay or failure to pay shall prevent accessibility and the normal and complete use of the Software and Support Services.

In the event of license violation, the Provider shall be entitled to claim damages. Without prejudice to a possible action for damages, if within fifteen (15) days following the issuance of a reminder, the User has not remedied the violation, the Provider may suspend or limit access to the Software of the Users without its liability being engaged after implementation of the following escalation procedure and in the event of its failure: (i) the Provider shall send a reminder by registered letter with acknowledgment of receipt requesting remediation within 10 days and at the end of this period in the event of non-remediation (ii) a meeting to discuss the reasons for the violation and the suspension of access to the Software by the Provider if the violation persists for 10 days following the meeting and (iii) failing for User to remediate pursuant to these reminders suspension of access to the Software. In the event of early termination of the Agreement, all damages due by the User under the Agreement will be invoiced and will be immediately due and payable.

10. Term and Termination

Except as stated otherwise in a Purchase Order, the Agreement shall come into force following the opening of the Account.

CoreDump Engineering may suspend or terminate a Subscription at any time in the event of a breach of the provisions of this Agreement such as (i) noncompliance with the conditions of access and use of the Services by the User; (ii) infringement of CoreDump Engineering’s intellectual property rights; (iii) breach of warranties and Technical Requirements (iv) breach of confidentiality obligations, applicable legislation or without being limitative, the AUP. In the event of termination by CoreDump Engineering, CoreDump Engineering will make reasonable efforts for prior notification to the User. Such suspension or termination is without compensation or right to reimbursement and without prejudice to claim any damages.

The closing of an Account will automatically result in the immediate termination of the current Subscription and the sending of a closing invoice. Upon termination of the Agreement, the User will immediately stop accessing and using the Services and will delete all information, including the Provider's Confidential Information.

The Parties agree that the following provisions will survive the Agreement’s termination for any reason: Warranty, Liability, Insurance, Intellectual Property Rights, Confidentiality. The Parties expressly exclude the application of Articles 1221 to 1223 of the French Civil Code which allow in particular the judge to decrease the financial commitments or obligations of the Parties in case of a breach of their own obligations. Users acknowledge and accept that the termination of the Agreement implies the permanent deletion of all data, settings, and information saved therein which may not give rise to any financial or other compensatory claim.

11. Warranty Limitation

Provider warrants that the Services will comply with the Documentation. User acknowledges that the Provider cannot warrant that the Services will meet any particular need or achieve any objectives set by the User unless expressly accepted in writing by the Provider.

The Software is licensed to You on an "as is" and "as available" basis. This means that You agree to use it at Your own risk, and the Provider makes no express warranty as to the Software's use or performance and does not represent or warrant that in any way that the Software:

• Is accurate, reliable, or correct;
• Will meet Your requirements;
• Will be available at any particular time or location, uninterrupted, or secure;
• Is free of defects or errors and that any, if found, will be corrected; and/or
• Is free of viruses or other harmful components.

To the maximum extent permitted by applicable law, the Provider disclaims all warranties and conditions, whether express or implied (including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement) with regard to the Software and the provision of any related support, updates, or upgrades.

The Provider cannot guarantee that the Services will work without any interruption, will be error or virus free.

In the event of non-compliance of the Services with the Documentation identified by the User and notified to the Provider within three (3) days after it is made available to User, the Provider undertakes to use its best efforts to correct the options and may, if such nonconformities cannot be corrected within fifteen (15) days of their notification, refund to the User the Fees already paid on a pro rata basis according to the time elapsed or, in the event that the User refuses to be refunded, to justify the reason for the refusal in writing to the User.

User represents and warrants that it uses the Software, the proxy management operations performed, User’s Data, and the use of User’s Data complies with (i) any applicable laws, rules, or regulations of any jurisdictions regarding the use of the Software (ii) the Documentation, the terms of the Agreement, and in particular the AUP. User is solely responsible that proxy management operations performed using a configuration created or provided as part of the Software are duly authorized by the applicable terms and conditions of the targeted networks, websites, or other sources.

User represents and warrants to the Provider that it has given all notices to concerned persons or entities and obtained all required rights, consents, assignments, licenses, permissions, and authorizations necessary for proxy management operations.

Consequently, User undertakes to fully indemnify and hold the Provider, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. all relevant partner(s), licensors, licensees, consultants, and contractors) (“Indemnified Person(s)”) harmless from any third-party claim, demand, suit, liability, loss, conviction, costs (in particular for advice and proceedings or agreed in settlement by the User) and incidental expenses that may be incurred by the Indemnified Persons as a result of a breach or any activities other than in accordance with this provision or resulting from User’s use of the Software.

User acknowledges that the Provider only provides the Software and shall not under no circumstances be held liable as to the lawfulness of the User's use of the Software including the web scraping operations performed and the use of the data scraped.

User is informed that web scraping configurations might be found available on other websites than Provider’s websites. These configurations are developed and uploaded by other Users. The Provider has no control over such configurations. The continuous availability, accuracy, and precision of these configurations do not pertain to the choice or responsibility of the Provider. Therefore, the Provider grants no warranty in relation to the continuous availability, accuracy, or reliability of the web scraping configurations provided by other Users.

The Software is also dependent on the availability of third-party systems such as CoreDump Engineering's service providers for which CoreDump Engineering makes no warranty as to continued availability, accuracy, or reliability.

The Provider does not grant any warranty with regard to the ability of the Software and its features and information to meet the expectations of the User's professional or commercial activities.

The Provider does not grant any guarantee with regard to any decision made in reliance on the Software and the features and information provided. Any use of the Software in a professional or commercial framework shall remain under the exclusive responsibility of the User. As such, the User may use cookies with the Software under its sole and exclusive responsibility.

12. Liability

The Provider's liability is limited to direct damages to the exclusion of any indirect, incidental, special, consequential, or punitive damages, damages of any nature whatsoever, such as in particular any loss of opportunity, results, operations, or profits, data use, goodwill or other intangible losses, damage to image or reputation resulting from (i) access to or use of or inability to access or use the Software by the User; (ii) any conduct or content of any third party on the Software; (iii) any content obtained from the Software; and (iv) unauthorized access, use, or alteration of User's transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not Provider has been informed of the possibility of such damage and even if a remedy set forth herein is found to have failed of its essential purpose.

Provider's liability can only be triggered: (i) in the event of proven fault or negligence (its commitments being made under an obligation of means) or (ii) for any damage suffered by the User or by a third party resulting directly or indirectly from non-compliance by the User or a third party with any of their obligations, non-compliant use of the Software, use for purposes other than those known, negligence.

In any case (including in the event of a third-party claim and for all kinds of damages whatsoever) the total amount of the compensation due by Provider cannot exceed 50% of the total amount of the Fees effectively received by Provider during the six (6) months prior to the event that led to the claim.

The Parties acknowledge that the above limitations of liability do not deprive each Party of its material obligation, that they are consistent with the issues at stake in the Agreement, and that they have been discussed in good faith.

In any event, CoreDump Engineering shall not be held liable in the following cases (i) in the event of errors or omissions that are involuntary or which originate from configurations uploaded by other Users or from imported third-party configurations (ii) in the event of temporary or permanent unavailability, interruptions, or slowdown of content including configurations which originate from other Users or from imported third-party configurations for any reason whatsoever (iii) in the event of a User's non-compliance with the Agreement.

Provider is not obliged to verify or control the use, the website, or Software, and the Provider shall not be liable for the manner of such use. Provider shall not be liable for the outcomes of activities for which the User uses the website or Software.

Provided that a third-party service or product is established on the Software or on any of its features, Provider shall not be liable for such a service or product, their functioning or manner, and consequences of their usage. Provider shall not be liable for any unlawful actions in connection with the usage of the website, Software, or Services with respect to third parties (e.g. breach of intellectual property rights, rights to the name or company name, unfair competition, breach of terms of websites or applications and programs of third parties).

In accordance with Article 2254 of the French Civil Code, the Provider's liability under the Agreement will be time-barred one (1) year from the date of the harmful event.

13. Insurance

Each Party represents and warrants that they have subscribed to an insurance policy with a reputable insurance company for the consequences of their professional liability due to any damage resulting from the breach of their obligations herein and more generally from their activities. Each Party commits to maintaining this policy in force during the Agreement’s term and be able to justify it to the other Party upon request.

14. Collaboration

The Parties agree to closely collaborate with loyalty for the efficiency of their relationship.

The Parties shall prohibit themselves from any disparagement and from harming in any way whatsoever the image of the other Party.

15. Hyperlinks

Hyperlinks may be accessible on the Services and may redirect Users to other websites or other Internet sources which are not owned or controlled by CoreDump Engineering. Users acknowledge that CoreDump Engineering cannot be held liable for the content, advertisements, products, services, or other material available on or from these websites or external sources.

Moreover, Users acknowledge CoreDump Engineering cannot be held:

Liable for any loss or damage in connection with the use of content, goods, or services available on these sites or external sources; Responsible if the content of such websites violates applicable legislation or regulations. Any error or illegal content from such websites must be reported to CoreDump Engineering by any means.

Any sharing of a medium, material authorized by CoreDump Engineering from the Software incorporating data elements of the Software or from CoreDump Engineering shall systematically include a link to CoreDump Engineering. In all other cases, any hyperlinks directing to all or part of the Software is subject to the prior written consent of CoreDump Engineering which may be withdrawn at any time without justification.

16. Intellectual Property

The Provider has all the rights necessary to commercially exploit the Software's elements, being understood that where applicable any element under an "Open Source" license or developed by a third party is subject to the open-source or third-party license applicable to it. The Agreement does not entail any assignment of intellectual property rights to the User.

Upon full payment of the Fees, the Provider grants the User for the duration of the Agreement a right of access and use of the Software on a personal, non-assignable, non-transferable, and non-exclusive basis according to the selected option and the conditions specified during the Subscription. Right of use means the right to represent and use the Software in accordance with its objectives and the Agreement.

All intellectual property rights or other proprietary rights to the Software are retained by the Provider or its licensors. This includes all Software-related copyrights, trademarks, patents, and other registered or unregistered intellectual property. With the exception of the license granted to You under this Agreement, nothing in this Agreement grants, by implication or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the Software or any other intellectual property.

You own all proprietary and intellectual property rights to data that You transfer to or create in the Software. This means that the Provider never owns any of Your data.

The User shall not breach the Provider's intellectual property rights and acknowledges that the Agreement does not grant them, their employer, or their group any ownership rights to the Software but only the right to access and use it in accordance with the terms of the Agreement. Except in the cases expressly authorized by law, the User is strictly prohibited from any other use, in particular, any rental, adaptation, modification, translation, arrangement, distribution, decompilation, or making the Software available to a third party, without this list being exhaustive. The User may only perform such operations (i) when authorized by law and provided that (ii) the User has previously requested the information sought from CoreDump Engineering and (iii) CoreDump Engineering has been unable to make such information available.

Provider may limit, delete, or suspend the Software if Provider has reasons to suspect a breach of the obligations stated in this Article by the User.

17. User's Data

By submitting User's Data to the Software, User grants, represents, and warrants that User has all rights necessary to grant all rights and licenses to the User Data required for the Provider and its subcontractors and service providers to provide the Services. The Provider shall have no right to sublicense or resell User Data except User agrees that the Provider may collect, analyze, and use data derived from User Data, which may include Personal Data and/or information collected from or about an individual but which does not identify the individual personally, as well as data about User and other Users' access and use of the Services for purposes of operating, analyzing, improving, or marketing the Services and any related services. If the Provider shares or publicly discloses information (e.g. in marketing materials or in application development) that is derived from User Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or the User. As such, the Provider may: (a) track the number of users on an anonymized aggregate basis as part of Provider's marketing efforts to publicize the total number of Users of the Service; (b) analyze aggregated usage patterns for product development efforts; or (c) use anonymous data derived from User Data in a form which may not reasonably identify either a particular individual or the User to develop further analytic frameworks and application tools. Provider will have the right both during and after the term of the Agreement to use, store, transmit, distribute, modify, copy, display, sublicense and create derivative works of anonymized aggregated data.

The Provider will not be responsible for any backup, recovery, or other steps required to ensure that User Data is recoverable in the case of data loss. User is solely responsible for backing up its User Data on a regular basis and taking appropriate steps to safeguard and ensure the integrity of its User Data.

User owns all rights, title, and interest (including all intellectual property rights) in and to its User Data.

18. Subcontracting – Transfer and Assignment

User shall not transfer the Agreement and/or any right and obligation resulting from it to a third party by any means and for any purposes unless it has obtained the Provider’s prior written agreement, including in the case of direct or indirect change of control as defined in article L.233-3 of the French Commercial Code.

User acknowledges and agrees that the Provider uses subcontractors to enable it to satisfy some of its obligations hereunder, in particular by using a hosting provider and a ticketing system for maintenance, the list of which as of the date of signature hereof is provided in Exhibit 2 of the DPA and additional information may be obtained on written request.

The Provider may at any time and without justification change, add or suppress a subcontractor without prior consent from the User. User shall regularly consult this list.

The User expressly authorizes the Provider to assign the Agreement or any right or obligation arising therefrom to a subsidiary or to any company or legal entity, in particular in the context of a merger, assignment, transfer/assignment of a business or partial contribution of assets, with the exception of any entity that is a direct competitor of the User or with which the User is in dispute.

19. Personal Data

Each of the Parties mutually undertakes to comply with the regulations in force with regard to personal data. For the purposes of this article, the terms "Personal Data", "Processing", "Data Controller", and "Processor" have the meaning given to them by the European Data Protection Regulation (RGPD), the French “Loi Informatique et Libertés” No. 78-17 of January 6, 1978 in its updated version, and any recommendation of the CNIL.

The Personal Data relating to Users and to their use of the Software is processed by CoreDump Engineering acting as data controller in accordance with the terms of the data processing agreement (the “Data Processing Agreement” or “DPA”). By using the Software, each User accepts the terms of the Data Processing Agreement.

The data collected by CoreDump Engineering include, on the one hand, the data that the User provides and, on the other hand, the information that is collected in an automated way. The creation of an Account results in the communication of Personal Data to CoreDump Engineering by Users. Users are informed that the refusal to disclose information labelled as mandatory during the registration process will prevent the creation of the Account and the use of certain features.

The User acts as Data Controller and as such, in accordance with its instructions, the Provider acts as a Processor in charge of the Software and is required to process Personal Data on behalf of the User. The Provider undertakes to process the Personal Data entrusted by the User in accordance with documented instructions and the provisions of the Data Processing Agreement without reservation.

In accordance with applicable legislation on Data Protection, all Users have a right to access, rectify and erase their Personal Data held by CoreDump Engineering that may be exercised in writing at the following address: CoreDump Engineering, 61 rue de Lyon, 75012 Paris (France) or to dpo@scrapoxy.io.

20. Confidentiality

Each of the Parties shall do its best efforts to maintain the confidentiality of all information of any nature of the other Party of which it has become aware, which it has obtained or to which it has access in any form whatsoever in connection with the negotiation and/or performance of the Agreement, whether or not identified as confidential (the "Confidential Information").

The Parties shall use and communicate Confidential Information only for the purposes strictly necessary for the proper performance of the Agreement and shall ensure that their partners, including any subcontractors, comply with this obligation of confidentiality, which the Parties undertake to do within the meaning of Article 1204 of the French Civil Code.

The obligations stated in this Article do not apply to Confidential Information which (i) was already known by the Provider prior to the date of signing the Agreement; (ii) was in the public domain when communicated; (iii) has been communicated or may be communicated to a Party by a third person without breach of a confidentiality obligation; (iv) are available for the public by publication or any other communication means except where such disclosure results from a breach of this obligation of confidentiality; or (v) is required to be disclosed by law or an administrative or judicial decision.

Notwithstanding the provision of this article, the User is informed that the Provider may disclose all the information it has that would be legitimately required by or with authorization of a judicial or administrative authority without Provider being liable for such disclosure.

This obligation of confidentiality applies for the entire duration of the Agreement and for five (5) years after termination of the Agreement (except for Personal Data with a longer or shorter retention period) for any reason whatsoever.

21. Export Control Laws

Export Control Compliance

You must comply with all applicable laws and regulations with regard to economic sanctions, export controls, import regulations, restrictive measures, and trade embargoes (all herein referred to as "Sanctions"), including those of the European Union and the United States. You declare and warrant that You are not a person targeted by Sanctions, nor You are otherwise owned or controlled by or acting on behalf of any entity or person targeted by Sanctions. You agree that You will not download or otherwise export or re-export the Software or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use the Software for any end use prohibited or restricted by Sanctions.

Reporting of Non-Compliance

You must immediately report any concerns of non-compliance regarding Sanctions to compliance@scrapoxy.io and cooperate with CoreDump Engineering in its efforts to verify and ensure compliance with Sanctions.

22. Miscellaneous

Promotion - Commercial Reference

The Provider is expressly authorized by the User to use and/or reproduce its identification elements (e.g. logo, trademarks) and/or of the group to which it belongs as a commercial reference on any medium or on any occasion for marketing, commercial or advertising purposes. For any other communication (e.g. press release), the communication project will be submitted prior to its diffusion to the User's written agreement.

Economic Dependency

Should the User derive a profit from the Services such that it becomes essential to the smooth running of User’s business or that it generates a situation of economic dependency towards CoreDump Engineering, User should inform the Provider without delay regarding Articles L420-1 and following of the French Commercial Code.

Force Majeure

Neither of the Parties may be considered in breach under the Agreement if the performance of its obligations in whole or in part is delayed or prevented as a result of a situation of force majeure as defined in Article 1218 of the French Civil Code, being specified that a temporary impediment caused by a situation of force majeure is an impediment that lasts for a period of thirty (30) days from the occurrence of the event causing the force majeure. Beyond this period of thirty (30) days, the impediment being definitive within the meaning of Article 1218 of the Civil Code, the Agreement may be automatically terminated.

Entire Agreement

The Agreement constitutes the entire agreement between the Parties. It supersedes all prior negotiations, statements, representations, or agreements, whether written or oral, relating to its subject matter between the Parties. In the event of any contradiction between documents, it is expressly agreed between the Parties that the specific provisions shall prevail over the general provisions. In the event of several versions of the same document, only the latest version expressly accepted by the Parties will have contractual value.

Updated

The Provider may at any time and at its sole discretion modify the Agreement after prior notice to the User by e-mail. User's continued use of the Software and Services following any such modification will constitute an acceptance of the modified Agreement.

Nullity

The nullity, unenforceability, or more generally the lack of effect of any of the provisions of the Agreement shall not affect the remainder of the Agreement and the Agreement shall be performed as if such provision had never existed, provided however that this shall not compromise the existence or balance of the Agreement and that the provision in question has not been a determining condition of a Party's consent. In addition, the Parties agree to replace to the extent possible any ineffective stipulation with a valid stipulation having the same effect and reflecting as much as possible their initial will.

No Waiver

Except as otherwise provided herein, the failure of a Party to enforce any provision of the Agreement shall not constitute a waiver of the benefit of such provision.

Non-employment

The User shall not poach or hire the Provider's employees throughout the term of the Agreement unless expressly agreed by the Parties. In the event of failure by the User to comply with this obligation, the User agrees to pay the Provider a penalty equivalent to the total amount of the twelve (12) months of the last gross salary of the person(s) concerned.

Applicable Law and Jurisdiction

The Agreement is subject to French law. All disputes to which it may give rise or which may be the result or consequence thereof shall be subject, in the absence of an amicable agreement between the Parties materialized by the signature of a protocol of agreement within thirty (30) days following the notification by one of the Parties of the dispute describing the dispute and referring to this provision, to the exclusive jurisdiction of the Courts of PARIS. Only the computer registers containing the record of exchanges between the parties held by the Provider or its technical partners and kept in conditions that guarantee their integrity shall be considered valid between the parties.