Master Service Agreement
This Master Service Agreement (“Agreement”) is entered into by and between:
Decodo (UAB “Data Troops”), legal entity code 305893779, with a registered office at Švitrigailos str. 34, LT-03230 Vilnius, Lithuania (“Decodo”), and the entity identified as “Customer” in the executed order form for provision of Decodo Services (“Customer”).
Decodo and the Customer may be referred to herein individually as a “Party” and together as “Parties.”
The Customer acknowledges that the individual signing this Agreement is a legal representative of the Customer’s legal entity and is duly authorized to enter into binding commitments on its behalf. The Customer further agrees that the Services are intended exclusively for professional use, and consumer protection laws do not apply to this Agreement.
This Agreement governs the Customer’s use of Services provided by Decodo, as described in one or more Order Forms signed by both Parties (“Order Form”). This Master Service Agreement, any Order Form(s) and, where applicable, a Data Processing Agreement together constitute the “Agreement”.
1. Provision of Services
1.1. Decodo agrees to provide Customer with the services specified in the relevant Order Form (“Services”) in accordance with this Agreement.
1.2. The volume, scope, Minimum monthly amount and other commercial details for the provision of Services shall be set forth in the Order Form. Minimum monthly amount of Services shall remain valid only for the calendar month they provided in and any unused Service amounts will expire at the end of each calendar month and will not be transferred to the following months.
1.3. By using any of the automated data gathering tools (such as Scraping API and/or Site Unblocker) the Customer accepts the terms of the Data Processing Agreement (“DPA”), which shall form an integral part of this Agreement.
1.4. For the Services specified in the applicable Order Form, the Customer shall pay the Fixed Fee indicated therein for each calendar month in advance, no later than seven (7) calendar days from the date of invoice issued by Decodo, unless otherwise stated in the Order Form.
1.5. For any usage exceeding the Minimum monthly amount set forth in the Order Form, the Customer shall be billed on the first business day of the following month.
1.6. All Payments shall be made within seven (7) calendar days from the date of invoice, unless otherwise stated in the Order Form.
1.7. All payments to be made under this Agreement shall be free and clear of any and all applicable taxes, levies and duties (VAT, withholding, customs or other) and the Customer shall be responsible for payment of all such applicable taxes, levies, or duties.
1.8. Should the Customer fail to timely pay any invoice, the Decodo has a right to charge the Customer a late fee in the amount of 2,5 % of the outstanding balance per month.
1.9. Decodo shall have a right to temporary suspend Services or shall be authorized to charge the Customer’s credit card, in case the Customer fais to pay for the Services for more than fourteen (14) calendar days past due date.
1.10. In case the Customer fails to make a payment on the due date, the Customer agrees to reimburse Decodo’s reasonable expenses (including but not limited to legal and collection agency fees) incurred by Decodo in enforcing its rights.
1.11. All purchases under this Agreement are final and non-refundable.
2. Rights and obligations of parties
2.1. The Customer’s rights and obligations
2.1.1. The Services can only be used for lawful and legitimate purposes as defined by the best industry practice standards and this Agreement.
2.1.2. The Customer ensures to comply with all applicable laws, regulations and terms of services and to not breach any third-party rights in its use of the Services.
2.1.3. Anything that the Customer may access with the help of the Services is referred to as the “Third Party Content”. The Customer is solely responsible for all such content it accesses, uses, saves, or processes, and must respect any restrictions on such content, regardless of whether such restrictions are explicitly stated.
2.1.4. The Customer agrees not to use the Services in a manner that would infringe any applicable laws or third-party rights, including privacy and intellectual property rights and not to engage in any Prohibited Activities set out in Section 5 of this Agreement.
2.1.5. The Customer shall avoid any action that would possibly cause Decodo to violate or be associated with any violation of any applicable data protection laws or infringement of third parties’ intellectual property rights;
2.1.6. The Customer shall not reproduce, sell, publish, distribute, modify, display, perform, re-post or otherwise use the Services, its proprietary features, functionality and source code in any other way or for any other purpose without the prior written consent of Decodo, use the Services, its proprietary features, functionality to develop a product which is competitive with any Decodo Services.
2.2. Decodo reserves the right, at any time, in its sole discretion, with or without notice, to suspend the use and access to the Services in case of any alleged or actual infringement of this Section 2. of the Agreement.
2.3. Decodo’s rights and obligations:
2.3.1. To provide the Services in a professional manner, consistent with industry standards;
2.3.2. To provide the Customer with the information and instructions necessary before and while using the Services.
2.4. Fair Usage Policy. The usage of our services is subject to certain limits set out in our Fair Usage Policy page. This policy helps us ensure optimal quality and performance of our services to all users. Please review the Fair Usage Policy to understand the limits that may be applicable to your use of the Service.
3. Indemnity
3.1. By Customer. To the fullest extent permissible under applicable law, Customer agrees to release, defend, indemnify and hold Decodo, its affiliates and agents, and their respective officers, directors, managers, partners, employees, agents and contractors harmless from and against any and all claims, costs, demands or expenses, including attorneys’ fees, in connection with any third-party claim, regulatory action, or other legal action that arises from: (i) non-compliance by the Customer with its obligations under this Agreement (ii) Customer’s alleged use or alleged misuse of Decodo's Services (iii) any distribution, publication, refusal to publish, removal, deletion, movement, editing or other use of the Third Party Content, including but not limited to any claims that such Third Party Content is unlawful or violates the intellectual property or other rights of third persons (iv) any and all third-party claims arising from the Customer’s use of the Services, including but not limited to claims of intellectual property infringement (such as copyright), defamation, distribution or transmission of offensive or unlawful content, and violations of data protection laws.
3.2. The Customer acknowledges that Decodo provides access to the Services and shall in no event be held liable for the Customer’s use of the Services, including any of the Customer's web scraping activities or use of any data obtained through such activities.
3.3. By Decodo. To the fullest extent permissible under applicable law, Decodo agrees to release, defend, indemnify and hold Customer harmless from and against any and all claims, costs, demands or expenses, including attorney’s fees, in connection with any third-party claims arising from or alleging infringement of any patent, copyright, trade secret or other intellectual property right by the software of the Services to the Customer. Decodo’s liability arising out of this section shall be limited to the amount the Customer has paid under this Agreement in the last twelve (12) months preceeding any such claim, suit or proceeding. Decodo’s obligations in this clause do not apply to the extent that any potential claim arises out of: 1) The Customer using the Services in an unlawful manner or in breach of this Agreement; or 2) The Customer’s unauthorized mofidication of the Services; or 3) Decodo making changes to the Services based on Customer’s specifications or instructions; or 4) any use of the Services combined with other products, equipment, software, or data not provided by Decodo.
4. Intellectual property rights
4.1. The Services and its proprietary features and functionality are protected by copyright and other intellectual property laws. The Services and its proprietary features, functionality are owned by Decodo. Decodo has and will retain all rights, title and interest in and to the Services, its proprietary features, functionality and all copies, modifications and derivative works thereof.
5. Prohibited Activities
5.1. Customer will not use the Services (including using the Services to assist, encourage, or enable others to) in a way that would (collectively herein – “Prohibited Activities”): violate general ethic or moral norms, good customs and fair conduct norms; violate any third party’s rights, including any breach of property, privacy, confidence, personal data, copyright, database, trademark, patent or any other intellectual property or proprietary right; be considered as sending of unsolicited emails, or perform email spamming (bulk mail activity or chain letters) and/or in any other way violate CAN - SPAM Act or other applicable laws.
5.2. The following shall also be considered to be Prohibited Activities: ad fraud or click fraud; creating fake accounts or content; use of automatic ticket purchasing (ticket-bots); raffles, lottery, or gambling; engaging in any terror, military, para-military, militia or similar training and activities; engaging in any illicit, criminal or otherwise unlawful activities, including security and privacy violations; collection of non-public information (i.e: data behind login); spying, stalking, harming, pranking, or harassing others, or promoting bigotry or discrimination; engaging in espionage; causing any network resource to be unavailable to its users, including Denial-of-Service (DoS) or Distributed Denial-of-Service (DDoS) attacks; other high-risk to third parties, harmful or destructive activities, including distribution of viruses, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment; scanning of Decodo’s IP pool; any form of activity that is in violation of applicable law or regulations or any third party rights.
6. Warranty Disclaimer and Limitation of Liability
6.1. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT.
6.2. CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS SOLELY AT CUSTOMER’S OWN RISK. DECODO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SERVICES, THE THIRD-PARTY CONTENT OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND DECODO SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, LAWFULNESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. DECODO DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO CUSTOMER REGARDING THE RESULTS OF OPERATION OF THE SERVICES. CUSTOMER ASSUMES ALL RISK FOR USE OF THE SERVICES AND CUSTOMER IS COMPLETELY RESPONSIBLE FOR TAKING ALL LEGAL, SAFETY AND SECURITY PRECAUTIONS FOR THE USE OF THE SERVICES THEREOF.
6.3. DECODO, ITS AFFILIATES AND AGENTS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS, AND CONTRACTORS SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTIAL, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSSES FOR LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOST PROFITS OR COSTS OF COVER, WHETHER RESULTING FROM OR CAUSED BY THE USE OF SERVICES (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE), EVEN IF DECODO HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DECODO BE HELD RESPONSIBLE OR LIABLE TO THE CUSTOMER FOR THE CONDUCT OF THIRD PARTIES. DECODO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR PROVISION OF THE SERVICES WILL NOT IN ANY CASE EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
7. Term and Termination
7.1. This Agreement shall become effective as of the Effective Date and shall continue thereafter for a period specified in the applicable Order Form (Initial Term).
7.2. This Agreement shall automatically renew for additional periods of Initial Term (each, a “Renewal Term” and, together with the Initial Term, collectively referred to herein as the “Term”), unless either Party provides notice of intent not to renew this Agreement not less than thirty (30) days prior to the expiration of the Initial Term or the current Renewal Term, unless otherwise specified in the Order Form.
7.3. Either Party may terminate this Agreement upon the other Party’s material breach if such material breach continues for 7 (seven) days after written notice, without substantial efforts to cure. If there are substantial efforts to cure, any such material breach that continues for fourteen (14) days after written notice shall constitute automatic termination of this Agreement, without further notice.
7.4. Customer understands and agrees that in Decodo’s sole discretion, and without prior notice, Customer’s access to the Services may be suspended, and Decodo may exercise any other remedy available, if Decodo believes that Customer’s use of the Services (a) violates (i) the terms of this Agreement, (ii) the rights of Decodo or any third party, or (iii) any applicable law or regulation, or (b) is otherwise objectionable or inappropriate or (c) constitutes fraudulent activity of any nature. In this case, Decodo is not required to provide any refund or other compensation to the Customer.
7.5. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of the Customer to pay fees incurred before termination; (b) sections and articles 7 (warranty disclaimers and limitations of liability exceptions to limitations of liability), 4 (Indemnity); and (c) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
8. Confidentiality
8.1. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason and shall be valid for a period of three (3) years following the term of this Agreement.
9. Dispute Resolution and governing law
9.1. This Agreement shall be governed by and construed in accordance with the laws of Republic of Lithuania.
9.2. All disputes and claims shall be resolved by negotiations. If negotiations fail to resolve the dispute or claim for 30 (thirty) days, such dispute or claim shall be finally resolved through the judicial procedure in the courts of Republic of Lithuania. The courts of the Republic of Lithuania shall have exclusive jurisdiction, and the Customer irrevocably submits to such jurisdiction, waiving any objection based on forum non conveniens or lack of personal jurisdiction.
9.3. The Customer agrees to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Services on an individual basis only. The Customer expressly waives any right to participate in or bring any class action, collective action, consolidated proceeding, representative action, or private attorney general action against Decodo, whether in arbitration, litigation, or otherwise, in any jurisdiction. No proceeding shall be combined or consolidated with another without the prior written consent of all parties to all affected actions.
10. Independent Parties
10.1. Nothing stated in this Agreement shall be interpreted to construe the Parties as partners or joint ventures, or as creating any relationship other than as independent contractors.
11. Force Majeure
11.1. Neither Party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, breakdowns of third-party equipment or software, power failures, strikes, lockouts, war, terrorism or any other industrial, civil or public disturbance.
12. Miscellaneous
12.1. This Agreement constitutes an agreement between Customer and Decodo regarding the use of the Services and supersedes any prior agreement between Customer and Decodo on such subject matter. The Parties acknowledge that no reliance is placed on any representation made but not expressly contained in this Agreement.
12.2. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
12.3. Decodo reserves the right to amend this Master Service Agreement from time to time. In the event of any material change, Decodo shall publish the amended version and provide notice to the Customer. Continued use of the Services following the effective date of any amendment shall constitute the Customer’s binding acceptance thereof. Unless the Customer provides written notice of rejection within fourteen (14) calendar days of such notice, the amendment shall be deemed accepted and take effect thereafter. In the event of rejection, the Agreement shall remain in effect under its existing terms until the start of the next renewal period, at which point the amendment shall become effective with the next Renewal Term.
12.4. Customer may not assign or transfer its rights or obligations under this Agreement to any third party without the written consent of the Decodo. Decodo may not assign its rights or obligations under this Agreement to any third party without the written consent of the Customer, except in cases where such assignment is in connection with a merger, acquisition, any type corporate reorganization, or sale of all or substantially all of its assets. Insuch cases, Decodo shall provide the Customer with at least 14 (fourteen) days’ prior notice.
12.5. Decodo may use trademark, trade name or service mark, which belongs or is licensed to the other Party, without prior written approval of such party but only for the marketing purposes of its Services when the other parties’ trademark, trade name or service mark might be used as an example of Decodo’s clients.
Last updated 10 June, 2025