Terms for Partner’s Services Providers

(the “Partner Terms”)

These Partner Terms are a legally valid agreement between the services provider connecting to the Platform (the “Partner”), and ONLINE CONNECTION TECH PTE. LTD. (UEN – 202604203W) (the “Platform Administrator”).

By connecting to, integrating with, or otherwise using the Platform (including by making Connections available to Clients through the Platform), the Partner agrees to these Partner Terms fully and unconditionally, without reservations or exceptions.

If the Partner does not accept these Partner Terms, the Partner cannot use the Platform and provide its services to Clients.

  1. Definitions

The following definitions apply:

  • “Agency Fee” means the fee payable to the Platform Administrator for providing the Platform integration services to the Partner, as stated on the Platform and in the Partner dashboard, or otherwise agreed between the Parties.
  • “Client” means any user of the Platform who accesses the Marketplace Services or the Partner’s Services.
  • “Confidential Information” means any non-public information disclosed by one Party to the other Party in connection with these Partner Terms, including technical, commercial, financial and operational information, whether marked confidential or reasonably understood to be confidential, excluding information that is publicly available without breach or independently developed without reference.
  • “Connection” means any proxy endpoint allocation or other connectivity resource that is supplied by the Partner and made available for use by one or more Clients through the Platform.
  • “Marketplace Services” mean the Platform Administrator’s intermediary and technical services that facilitate Clients’ access to and use of the Partner’s Services and facilitate the Partner’s ability to make its Partner’s Services available through the Platform, including (without limitation) listing and display, ordering flows, technical integration (including API), provisioning and rotation of credentials, traffic and usage metering, dashboards, support tooling, and payment settlement.
  • “Order” means a request by a Client, placed via the Platform, for access to one or more Connections under a particular Tariff.
  • “Partner” means a party which accepted these Partner Terms and connected to the Platform that supplies and provides the Partner’s Services to Clients. For the purposes of client-facing terms, the Partner may be referred to as a “Third-Party Provider”.
  • “Partner’s Services” mean any Connection or similar service that is provided, operated and performed by the Partner and made available to Clients through the Platform.
  • “Platform Administrator” means ONLINE CONNECTION TECH PTE. LTD.
  • “Platform” means the Platform Administrator’s online marketplace platform made available via the domain onlineproxy.io (and any subdomains, applications, widgets or APIs) which provides technical functionality to browse, order, manage and use the Marketplace Services.
  • “Proxy Access” means the Partner’s Services functionality that provides the Client with a technical ability to connect to a Partner’s proxy endpoint using provided credentials.
  • “Settlement Period” means the settlement period for calculating the amounts payable between the Parties as specified on the Platform (unless otherwise agreed, a calendar month).
  • “Tariff” means a set of price terms according to which the Partner’s Services are made available through the Platform.
  1. Acceptance and Electronic Execution
    • These Partner Terms are concluded electronically. The Partner accepts these Partner Terms by performing any of the registration flow and accepting these Partner Terms through the interface of the Platform.
    • The Partner’s acceptance as described above constitutes the Partner’s electronic signature and an enforceable expression of the Partner’s agreement to be bound by these Partner Terms.
    • The Platform Administrator’s records shall be conclusive evidence of the fact and time of acceptance of these Partner Terms by the Partner.
    • The Partner represents and warrants that the natural person accepting these Partner Terms has full power and authority to bind the Partner.
    • Any amendment to these Partner Terms posted on the Platform shall be deemed accepted by the Partner upon the Partner’s continued use of the Platform after such posting.
  2. Connection Provisioning and Proxy Access Allocation
    • The Partner acknowledges and agrees that the Connections may be shared or allocated among one or more Clients depending on the allocation method that the Platform Administrator considers appropriate, including:
  3. dedicated allocation, in which a single Client has exclusive use of a particular Proxy Access for the duration of an Order; or
  4. rotating allocation, in which Clients are served by changing Connections drawn from a pool, on a per-request, per-session, time-based, or volume-based rotation.
    • Settlement and pricing under any allocation method shall be calculated in accordance with the Tariffs published on the Platform from time to time.
  5. Scope of Services
    • The subject of these Partner Terms is
  6. the Platform Administrator’s provision of the Marketplace Services to the Partner; and
  7. the Partner’s provision of the Partner’s Services to Clients via the Platform.
    • The Partner acknowledges and agrees that the Platform Administrator acts solely as a marketplace operator, intermediary and informational provider between the Clients and the Partner. The Platform Administrator provides the technical opportunity to browse, order, configure and use Partner’s Services and to facilitate payment settlement.
    • The Platform Administrator does not provide telecommunications, electronic communications, internet access, hosting or VPN services, does not operate proxy endpoints or networks, and is not a carrier, ISP, VPN provider, or telecommunications provider. Any Connection, routing, delivery, filtering, or blocking is performed by the Partner and external networks.
    • The Partner is the supplier and performer of the Partner’s Services. The Partner is solely responsible for the quality, availability, lawfulness, security and performance of the Partner’s Services, including the Connections, regardless of the allocation method in use.
  8. Payment Agency
    • The Partner hereby appoints the Platform Administrator to act as the Partner’s limited agent solely for: (i) collecting payments from Clients for the Partner’s Services made available through the Platform; (ii) holding such amounts for settlement; and (iii) paying out the Partner’s revenue in accordance with these Partner Terms.
    • Amounts payable to the Partner are calculated (unless otherwise indicated on the Platform) as:
  9. the total amounts actually received by the Platform Administrator from Clients for the relevant Partner’s Services, less
  10. the Agency Fee, payment processing fees, refunds, chargebacks, disputes, fraudulent payments, applicable taxes and duties, and other withholdings.
    • The amount of the Agency Fee, balances, and amounts payable to the Partner are available through the interface of the Platform. The Platform Administrator reserves the right to change the Agency Fee at any time and at its sole discretion.
    • Payment by a Client to the Platform Administrator for a Partner’s Services (including any prepaid credits applied through the Platform) shall be deemed payment to the Partner and shall discharge the Client’s payment obligation to the Partner for that Partner’s Services in respective part.
    • The Partner shall ensure that its system of recording usage of Proxy Access, traffic volume and the Client’s sessions for billing purposes is accurate. If the data recorded by the Platform Administrator deviates from the data recorded by the Partner, the Parties shall use reasonable endeavors to investigate and engage in good-faith discussions to resolve the deviation.
    • The Platform Administrator shall be entitled to the Agency Fee for the Marketplace Services, which is deducted from the amounts collected from Clients before payout to the Partner.
    • The Platform Administrator may, at its discretion, establish minimum payout amounts, payout schedules, payout methods, and compliance checks, and may delay or withhold payouts where reasonably necessary to prevent fraud, comply with law, KYB, sanctions/AML requirements, payment provider rules, or external network requirements.
    • The Partner shall provide accurate and up-to-date payment and identification details required for payout. The Partner is solely responsible for any taxes payable by it in connection with amounts received under these Partner Terms. The Platform Administrator has no obligation to withhold or remit any taxes on behalf of the Partner.
  11. Partner’s Compliance Obligations and Warranties
    • The Partner shall at all times:
  12. provide the Partner’s Services in a professional manner and use commercially reasonable efforts to maintain availability, capacity and performance appropriate for the nature of the Partner’s Services;
  13. obtain and maintain all rights, licenses, permits, approvals and authorizations required to provide the Partner’s Services, to operate the Connections and to make them available to Clients in all relevant jurisdictions, and provide, upon request, the corresponding documentary evidence to the Platform Administrator;
  14. warrant that it has all rights necessary to assign, share, rotate, sublicense, recycle and otherwise route the Connections to one or more Clients under any applicable allocation method, including any required consents from upstream IP providers, ISPs, hosting providers, ASN holders and end-user device owners (where applicable);
  15. immediately notify the Platform Administrator if any of its licenses, permits, approvals or authorizations are suspended, terminated or under investigation, or about any other facts which may affect performance of these Partner Terms;
  16. comply with all applicable laws and regulations, including those relating to telecommunications, cybersecurity, computer misuse, anti-spam, anti-fraud, sanctions, export controls and data protection;
  17. ensure that the Partner does not knowingly facilitate unlawful interception, unauthorized access, or misuse of communications or networks;
  18. promptly notify the Platform Administrator of any material incidents, abuse complaints, blocklisting events, takedown demands, or law-enforcement requests that may affect Clients, the Platform, or the Connections; and
  19. provide the Platform Administrator with accurate technical, operational and support information necessary for integration, listing, provisioning, metering and support.
    • The Partner shall not use, and not permit any Client to use, the Platform to engage in or facilitate:
  20. distribution of malware, spyware, worms, viruses or other malicious code;
  21. unsolicited commercial communications (spam), email harvesting, or violation of anti-spam rules;
  22. DDoS attacks, traffic flooding, or other network-abuse techniques;
  23. account takeover, payment fraud, identity theft, phishing or social-engineering attacks;
  24. child sexual abuse material or any other content unlawful in the jurisdiction of the Client or the Partner;
  25. unauthorized access to, scanning of, or interference with any network, system, device or account;
  26. infringement of intellectual-property rights or misappropriation of trade secrets; or
  27. any other unlawful, abusive or fraudulent activity.
    • The Partner represents and warrants on an ongoing basis that:
  28. it has full power and authority to enter into and perform these Partner Terms;
  29. its provision of the Partner’s Services and performance of these Partner Terms do not violate any applicable law; and
  30. it has obtained, and will maintain, all consents required to enable the Platform Administrator to apply any allocation method to the Connections, including any consents from upstream rights holders, network operators, hosting providers and (where applicable) end users.
    • The Partner shall ensure that the provision and use of the Partner’s Services and the Connections is lawful in (i) the jurisdiction in which the Partner is established and operates the Connections, (ii) the jurisdiction(s) in which the relevant IP, hosting or network resources are located, and (iii) the jurisdiction of the Client to whom the Connections are made available through the Platform.

The Partner shall identify any jurisdictions in which the Partner’s Services may not be offered or used, and shall communicate the list to the Platform Administrator.

The Partner shall not provide the Partner’s Services from, to, route any Connection through any infrastructure located in, or operated from, any country or territory that is the target of comprehensive sanctions under the laws of the United States, the European Union, or the United Kingdom (including Cuba, Iran, North Korea, Syria, Russia, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

  • The Partner shall be solely responsible for all legal and regulatory compliance relating to the Partner’s Services and the Connections. The Platform Administrator has no obligation to monitor or verify the Partner’s compliance and shall not be liable for any non-compliance of the Partner or external networks.
  • The Partner is responsible for collecting and verifying the accuracy and completeness of all primary documentation provided by the Platform Administrator, including documentation made available via the Platform.
  • In the event of any actual or suspected breach by the Partner of this Section 6, the Platform Administrator may, at its sole discretion and in any combination:
  1. immediately suspend or terminate the Partner’s access to the Platform and any or all Connections, without liability and without prior notice;
  2. withhold, set off or forfeit any amounts otherwise payable to the Partner pending investigation or as compensation for losses, fines, refunds, chargebacks or third-party claims arising from the breach; and
  3. require the Partner to indemnify and hold harmless the Platform Administrator from and against any claims, investigations, fines, penalties, losses, damages and reasonable costs (including legal fees) arising out of or in connection with the breach.
  4. Rights and Obligations of the Platform Administrator
    • The Platform Administrator shall use commercially reasonable efforts to make the Platform and Marketplace Services available; however, the Platform Administrator does not guarantee uninterrupted or error-free operation.
    • The Platform Administrator represents and warrants it has full power and authority to enter into and perform these Partner Terms.
    • The Platform Administrator is entitled to:
  5. unilaterally amend these Partner Terms, payout parameters, Tariffs and allocation methods by posting the updated version on the Platform; continued use of the Platform by the Partner after such posting constitutes acceptance of the amended Partner Terms;
  6. approve, reject, suspend or terminate any Connection, country, service type, Tariff or Partner at its sole discretion and without liability, including for compliance, risk, fraud prevention, sanctions concerns, abuse signals, or requests of competent authorities;
  7. apply, modify, expand, narrow, replace, or discontinue any allocation method in respect of any or all of the Partner’s Connections, without prior notice to or further consent from the Partner;
  8. provision, rotate, throttle, recycle and revoke access credentials and sub-user accounts associated with the Partner’s Connections; and
  9. engage third parties (including payment processors, KYC providers, anti-abuse vendors and infrastructure providers) to provide the Marketplace Services.
  10. Confidentiality
    • Each Party shall keep confidential any Confidential Information received from the other Party in connection with these Partner Terms and shall use such Confidential Information solely to perform its obligations under these Partner Terms. Confidentiality obligations survive termination for five (5) years.
    • The Parties acknowledge that the Partner’s Services and Marketplace Services may involve the processing of operational and technical data (including, without limitation, IP addresses, ports, credentials, session identifiers, traffic volumes, timestamps, and support correspondence). Each Party shall comply with all applicable data-protection laws and shall implement appropriate technical and organizational measures to protect such data.
    • The Platform Administrator does not access or monitor the content of Clients’ proxied traffic.
    • The Partner shall not retain or use the content of Clients’ proxied traffic except to the minimum extent strictly necessary for the technical operation of the Connections, billing and abuse handling, and shall handle any such retained data lawfully and securely.
    • The Partner shall record and retain the following connection metadata for each Client session routed through the Connections:
  11. source IP address and port of the Client connection;
  12. destination host, domain or IP address and port;
  13. protocol and Connection or session identifier;
  14. connection start and end timestamps;
  15. bytes transferred (inbound and outbound); and
  16. abuse, blocklisting and takedown events affecting the Connection.

The Partner shall retain such metadata as required by applicable law, and in any event for no less than six (6) months from the date of the relevant event, and shall provide such metadata to the Platform Administrator upon request in response to abuse complaints, fraud investigations, security incidents, or lawful requests of competent authorities.

  1. Disclaimers and Limitation of Liability
    • To the fullest extent permitted by applicable law, the Platform and respective features are provided on an “AS IS” basis without warranties of any kind, either express or implied, except as expressly provided to the contrary in writing by the Platform Administrator.
    • The Platform Administrator shall not be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profit, revenue, data, reputation or goodwill, however arising.
    • The Platform Administrator shall not be liable for any claim, investigation, fine or proceeding by competent authorities against the Partner arising from the Partner’s non-compliance with any applicable law or court order, nor for any abuse complaints, blocklisting, takedown or reputational consequences arising from the use of the Partner’s Connections by Clients under any applicable allocation method.
  2. Term and Termination
    • These Partner Terms enter into force when the Partner accepts them in accordance with Section 2 and remain in effect until terminated in accordance with this Section 10.
    • Either Party may terminate these Partner Terms by giving written notice to the other Party. The Platform Administrator may suspend or terminate access immediately and without liability as set out in these Partner Terms, including in cases of compliance, risk, sanctions, fraud, abuse, or breach of these Partner Terms.
    • Termination shall not affect rights and obligations accrued prior to termination, including settlement of amounts already collected, abuse claims and confidentiality obligations.
  3. Dispute Resolution Procedure
    • The Parties shall endeavor to resolve by negotiation any dispute, controversy or claim arising out of or relating to these Partner Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it.
    • The pre-court claim procedure for resolving a dispute before going to court is mandatory. The response period shall be 30 calendar days.
    • The Parties shall send claim-procedure-related documents and claims to the contact e-mail address or official address as set out in Section 13.1 below.
  4. Governing Law
    • These Partner Terms and any contractual or non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Singapore.
    • The courts of Singapore shall have exclusive jurisdiction, provided that the Platform Administrator may seek injunctive or equitable relief in any jurisdiction to protect its rights.
  5. Miscellaneous
    • Notices shall be sent:
  6. to the Platform Administrator at [email protected] (or another email published on the Platform); and
  7. to the Partner at the email address provided to the Platform Administrator.
    • Nothing in these Partner Terms shall be construed as creating an agency relationship beyond the limited payment-collection agency expressly granted in Section 5, a partnership, joint venture, employment relationship, or any other relationship not expressly stipulated in these Partner Terms.
    • If any provision of the Partner Terms is deemed to be invalid or unenforceable, this shall not affect the validity or enforceability of any other provisions.
    • Any delay or failure by the Platform Administrator to exercise any of the rights or remedies available to it under these Partner Terms or by applicable law shall not operate as a waiver and shall not cause the Platform Administrator to forfeit its right to take appropriate actions to protect its rights later.
    • The Platform Administrator shall have the right to assign these Partner Terms to any third party without the Partner’s consent and without prior notice. The Partner shall not assign or transfer its rights or obligations under these Partner Terms without the prior written consent of the Platform Administrator.
    • Neither Party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, epidemics, governmental actions, power or Internet outages, or failures of telecommunications or hosting providers. The affected Party will use reasonable efforts to mitigate the impact and resume performance as soon as feasible.
    • Only the English version of these Partner Terms has legal effect. Any translations are provided for convenience only.