Terms of Service

Solutell LLC, a California limited liability company doing business as ExitNode ("ExitNode," "we," "us," or "our"), provides the ExitNode website at exitnode.app, the ExitNode web console, the ExitNode desktop application (including the Exora Browser and any updates), our application programming interfaces, and related services (together, the "Services")."

By creating an account, checking a box or clicking a button that references these Terms, downloading, installing or using the Software, or otherwise using the Services, you agree to these Terms, our Acceptable Use Policy, and any terms presented to you when you buy a plan or add-on (together, the "Agreement"). Our Privacy Policy explains how we handle personal information. If you do not agree, do not use the Services.

If you use the Services on behalf of a company or other organization, you represent that you are authorized to bind that organization to this Agreement, and "you" includes that organization.

You must be at least 18 years old and able to form a binding contract to use the Services. You may not use the Services if you are located in, or are a national or resident of, a country or region subject to comprehensive U.S. sanctions, or if you appear on any U.S. government list of prohibited or restricted parties. You may not use the Services if we have previously suspended or terminated your access, unless we agree in writing.

You must provide accurate information when you register and keep it current. Each login is for one individual. You are responsible for keeping your credentials confidential and for all activity under your account. Tell us promptly at support@exitnode.app if you believe your account has been compromised.

Accounts belong to organizations ("Orgs"). An Org's owners and administrators control its membership, roles, folder access, credits, billing and settings, and may view, change or remove content and resources in the Org, including browser profiles and their activity. If you join or are added to an Org, you understand that its owners and administrators have that control. If you administer an Org, you are responsible for your members' use of the Services and for giving them any notices, and obtaining any consents, that the law requires, including before you use live monitoring of their profiles.

Each login may be used on a limited number of devices at a time (currently three). We may change device limits, and we may require you to remove a device before adding another. You may not share logins, pool accounts, or otherwise use the Services to exceed the limits of your plan.

The ExitNode desktop application, the Exora Browser and any other software we make available (the "Software") are licensed, not sold. Subject to this Agreement and payment of applicable fees, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software in object-code form on devices you own or control, solely to access the Services for your internal purposes and within the limits of your plan.

The Software may download and install updates automatically, and some updates may be required to keep using the Services. The Software communicates with our servers to verify your account, license, plan and device authorization, to receive instructions for tasks you run, and to deliver features. You consent to these communications. To protect the Software and your data, the Software also checks the device it runs on for conditions that indicate tampering with the Software or interception of its traffic (for example, an attached debugger or traffic-interception tools) and reports to us which of those conditions it detected; it does not send us a list of the programs on your device. If such a condition is detected, the Software may lock itself on that device and we may suspend the account while we review it. The Software may stop working, in whole or in part, if your account is suspended or terminated, your plan or device authorization ends, or we determine that you have breached Section 5.

Certain features run instructions that we maintain on our servers (for example, task recipes). These instructions are our confidential information and are licensed to you only for execution through the unmodified Software.

The Software, the Services and their underlying code, recipes, protocols, algorithms and data are our valuable trade secrets and proprietary property. Except to the limited extent applicable law expressly permits it notwithstanding this restriction, you will not, and will not permit or help anyone else to:

• reverse engineer, decompile, disassemble, decrypt, unpack or deobfuscate the Software or any part of the Services, or otherwise attempt to derive their source code, recipes, algorithms, protocols, data structures or server-side logic;
• modify, patch, hook, inject code into, debug, instrument, emulate, virtualize or repackage the Software, or create derivative works of it;
• intercept, inspect, record, replay, alter or forge communications between the Software and our servers, or access our servers or interfaces other than through the unmodified Software, the web console, or an interface we document for your use (such as the local automation interface for your own browser profiles);
• bypass, disable, defeat or interfere with any license, account, plan, device, seat, usage, entitlement, security or integrity control, or use any tool designed for that purpose;
• extract, copy, redistribute or reuse the Exora Browser, task recipes, server-issued instructions, keys, tokens or other materials from the Software or Services, outside the Services;
• copy, clone or transfer an installation, license or device authorization to another device or person, or share access with anyone who is not an authorized member of your Org;
• sell, resell, rent, lease, sublicense, white-label or otherwise provide the Software or Services to third parties, or use them to operate a service bureau, unless we agree in writing;
• use the Software or Services to build, train or benchmark a competing product or service, or access them to copy their features, design or functionality;
• remove, alter or obscure any proprietary notice, or misrepresent the source or ownership of the Software or Services.

If applicable law gives you a right to reverse engineer for interoperability, you must first ask us in writing at legal@exitnode.app for the information you need; we will consider any such request in good faith.

Consequences. A breach of this Section 5 is a material breach of this Agreement. If we reasonably believe you have breached this Section 5, we may, immediately and without prior notice: (a) suspend or terminate your account, every Org you own, and any other account we reasonably believe is associated with you; (b) revoke your license and every device authorization, which will cause the Software to stop working; and (c) cancel any subscription. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WILL NOT BE ENTITLED TO ANY REFUND, CREDIT, PRORATION OR OTHER COMPENSATION FOR PREPAID FEES, UNUSED SUBSCRIPTION TIME OR UNUSED CREDITS, ALL OF WHICH ARE FORFEITED.

These remedies are in addition to any other remedy available to us, including damages and recovery under the federal Defend Trade Secrets Act, the California Uniform Trade Secrets Act, 17 U.S.C. § 1201, the Computer Fraud and Abuse Act and California Penal Code § 502. You agree that a breach or threatened breach of this Section 5 would cause us irreparable harm for which money damages would be inadequate, and that we may seek injunctive or other equitable relief in any court of competent jurisdiction without posting a bond, in addition to any other relief. We may report suspected violations to law enforcement.

You must use the Services only lawfully and in accordance with our Acceptable Use Policy, which is part of this Agreement.

The Services are a general-purpose tool. You decide which websites, apps and services you access with them ("Third-Party Sites"), what you do there, and which accounts, identities, payment methods and data you use. You are solely responsible for complying with all laws and with the terms, rules and policies of every Third-Party Site you access, and for having all rights and authorizations needed for the accounts, personal information, payment methods and content you use. We do not control Third-Party Sites, and nothing in the Services is permission from any Third-Party Site to do anything.

Third-Party Sites may restrict, limit, suspend or close accounts, cancel orders, or otherwise act against activity, at their discretion. We are not responsible for those decisions or their consequences.

Some features work with services you obtain from others, such as proxy providers, virtual card issuers (for example, Extend or Slash), phone number and SMS providers, email providers and domain registrars ("Third-Party Services"). Your use of a Third-Party Service is governed by your agreement with its provider, not by us. You are responsible for your Third-Party Service accounts, credentials, charges and compliance with their terms. Virtual cards are issued by their issuers under the issuers' terms; we are not a bank, card issuer, money transmitter or payment processor.

We do not guarantee the availability, accuracy or performance of any Third-Party Service, and we are not liable for any act or omission of a Third-Party Service provider.

"Customer Data" means data you or your Org submit to or store in the Services, such as browser profiles and their state, proxy details, inbox messages, task settings and results. As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process and display Customer Data as needed to provide, secure, support and improve the Services and as described in our Privacy Policy. You represent that you have all rights and consents needed for us to do so.

Some information is protected so that we cannot read it, and some never leaves your device. Card numbers and security codes you store in the desktop application are encrypted on your device before they are synced, and we do not hold the keys needed to decrypt them. Passwords you save for websites, and sign-in sessions for certain connected services, are stored only on your device. If you lose your device, your recovery passphrase or your keys, we cannot recover that information. When you sign out of the desktop application, locally stored data may be removed from that device. You are responsible for keeping your own copies of anything you need. Our Privacy Policy describes what is stored where.

We may use aggregated or de-identified data that does not identify you or any individual to operate, analyze and improve the Services.

Some Services require payment. Prices, plan features and any free allowances are shown when you buy or in your billing settings. You authorize us and our payment processor to charge your payment method for all fees you incur, plus applicable taxes. Our payment processor may act as the reseller and merchant of record for your purchase; in that case it is the seller of record for the payment, it calculates and collects applicable taxes, and its name may appear on your receipt, while your use of the Services remains governed by these Terms. Unless stated otherwise, fees are in U.S. dollars and exclusive of taxes.

Automatic renewal. Paid subscriptions renew automatically at the end of each billing period (for example, monthly) at the then-current price, and your payment method will be charged each period, until you cancel. You can cancel at any time online in the Billing section of your account or in the ExitNode desktop application. Cancellation takes effect at the end of the current billing period, and you keep access until then. We will notify you before any price change takes effect, and you can cancel before it applies.

"Credits" are a prepaid balance that can be spent on usage-based features, such as temporary phone numbers. Credits have no cash value, are not legal tender, are not transferable outside your Org and may be used only within the Services. If a temporary phone number expires or is cancelled without delivering a code, the amount charged for it is automatically returned to your Credits balance; that return is the sole remedy for an undelivered code.

Refunds. Except as required by law or as expressly stated in these Terms, all fees are non-refundable, and we do not provide refunds, credits or proration for partial billing periods, unused Credits, downgrades or unused features. If we terminate your account because you breached this Agreement, you forfeit any prepaid fees, unused subscription time and unused Credits, to the fullest extent permitted by law.

If a payment fails, we may retry it, downgrade your plan or suspend paid features until it succeeds. If you dispute a charge with your bank or card issuer instead of contacting us first, we may suspend your account while the dispute is pending. We may change prices or plan features with at least 30 days' notice for existing subscriptions; changes take effect at your next renewal.

We may offer free plans, trials or features labeled beta, preview or similar. We may change, limit or end them at any time. They are provided without any warranty or commitment of support or availability, to the fullest extent permitted by law.

You may stop using the Services and close your account at any time. Closing your account does not entitle you to a refund except as required by law.

We may suspend or terminate your access to all or part of the Services, with or without notice: (a) for a breach of this Agreement, including Section 5 or the Acceptable Use Policy; (b) if we reasonably believe your use creates legal, security or financial risk for us, our users or others, or is fraudulent; (c) for non-payment or a payment dispute; (d) if required by law or a government request; or (e) if we discontinue the Services. Where practical and lawful, and unless the suspension or termination is for your breach or misuse, we will give you reasonable notice and, if we discontinue a paid Service for reasons other than your breach, a pro-rata refund of prepaid fees for the unused period.

When your access ends, your license ends, the Software will stop working, and we may delete Customer Data after a reasonable period (generally 30 days), except where we must or may keep it under law or as described in our Privacy Policy. Sections that by their nature should survive termination will survive, including Sections 5, 8 (last two paragraphs), 9 (as to amounts owed and forfeiture), 12 through 19 and 21.

We and our licensors own all rights in the Services and Software, including all improvements, and all intellectual property rights in them. Except for the limited license in Section 4, this Agreement grants you no rights in them. ExitNode, Exora and their logos are our trademarks.

If you give us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them for any purpose without obligation to you.

THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the above, we do not warrant that: the Services will be uninterrupted, secure or error-free; any browser profile, fingerprint or configuration will be accepted by, or will not be detected, restricted or blocked by, any Third-Party Site; any account will remain active; any task, sign-in, purchase or checkout will succeed; any verification code or message will be delivered; or any IP risk score, test result, location or other information we provide is accurate or complete. IP risk scores and test results are estimates provided for your convenience. You are responsible for your decisions and for verifying anything that matters to you.

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, ACCOUNTS OR BUSINESS OPPORTUNITY, OR ANY ACTION TAKEN BY A THIRD-PARTY SITE OR THIRD-PARTY SERVICE, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US$100) OR THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply to all theories of liability, including contract, tort (including negligence), strict liability and statute, and even if a limited remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law, including under California Civil Code § 1668 for fraud, willful injury or violation of law, or for gross negligence or willful misconduct.

To the fullest extent permitted by law, you will defend, indemnify and hold harmless ExitNode, its members, managers, officers, employees, contractors and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or your Org's use of the Services; (b) your Customer Data; (c) your access to or activity on any Third-Party Site or use of any Third-Party Service; (d) your breach of this Agreement; or (e) your violation of any law or of any third party's rights. We may take over the defense of any claim at our own expense, and you will cooperate with us.

We may change the Services from time to time. We may also update this Agreement. If an update is material, we will tell you in advance (for example, by email or in the Services) and ask you to review and accept the updated terms before you continue using the Services. Updates take effect on the date stated in the updated terms and do not apply retroactively to disputes that arose before that date. If you do not agree to an update, you must stop using the Services and may close your account.

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and, where applicable, the Federal Arbitration Act. Subject to Section 18, the state and federal courts located in Orange County, California have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Services, and you and we consent to personal jurisdiction there.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

18.1 Informal resolution first

Before starting arbitration or a court action, you and we each agree to try to resolve the dispute informally. The party raising the dispute must send the other a written notice describing it and the relief sought (to us at legal@exitnode.app and 2108 N St, Ste #7512, Sacramento, CA 95816, United States; to you at the email address on your account), and both parties will negotiate in good faith for at least 60 days. Any limitations period is tolled during this time.

18.2 Agreement to arbitrate

Except as provided in Section 18.4, you and we agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Services or the Software, including their formation, scope, validity or enforceability (each, a "Claim"), will be resolved by final and binding individual arbitration and not in court. The arbitrator, not any court, decides all questions of arbitrability, except that a court decides questions about Sections 18.5 and 18.6.

The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures (or its Comprehensive Arbitration Rules and Procedures for Claims over US$250,000) and, for a consumer, the JAMS Consumer Arbitration Minimum Standards, all as then in effect and available at jamsadr.com. The arbitration will take place in Orange County, California, or by video conference or written submissions if the parties agree or the arbitrator so orders, or, for a consumer, in the county where you live. For a consumer, we will pay all JAMS fees and arbitrator costs beyond the filing fee you would pay to file a lawsuit in court, as the JAMS Consumer Minimum Standards require. The arbitrator may award any individual relief a court could award and will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class action and jury trial waiver

YOU AND WE EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

18.4 Exceptions

Either party may bring an individual claim in small claims court if it qualifies and stays there. Either party may seek injunctive or other equitable relief in court to protect its intellectual property, confidential information or trade secrets, or to stop a breach of Section 5. Nothing in this Section prevents you from bringing an issue to the attention of a government agency.

18.5 Public injunctive relief

Nothing in this Section waives any right you may have to seek public injunctive relief under California law. If you seek public injunctive relief, that request will be severed and decided by a court in the venue in Section 17 only after all individual claims have been arbitrated, and the court proceeding will be stayed until then.

18.6 Mass arbitration

If 25 or more similar Claims are filed against us by or with the help of the same or coordinated counsel, the Claims will be administered in batches of up to 25 under JAMS's mass-arbitration procedures, with one arbitrator per batch, and you and we agree to cooperate in good faith on a fair and efficient process. Statutes of limitations are tolled for Claims awaiting their batch.

18.7 30-day right to opt out

You may opt out of this agreement to arbitrate by emailing legal@exitnode.app from the email address on your account, within 30 days after you first accept these Terms, with the subject line "Arbitration Opt-Out" and your name and a clear statement that you opt out. Opting out does not affect any other part of this Agreement.

18.8 Severability

If the class action waiver in Section 18.3 is found unenforceable as to any Claim, that Claim (and only that Claim) will be severed and decided in court under Section 17, and not in arbitration. If any other part of this Section 18 is found unenforceable, the rest of it remains in effect.

You will comply with all U.S. and other applicable export control and sanctions laws. You will not export, re-export or provide access to the Software or Services to any prohibited country, region or person, or use them for any prohibited end use.

You agree to receive communications from us electronically, including by email and through the Services, and that these communications satisfy any requirement that they be in writing. Legal notices to us must be sent to legal@exitnode.app and Solutell LLC, Attn: Legal, 2108 N St, Ste #7512, Sacramento, CA 95816, United States.

Notice to California residents. Under California Civil Code § 1789.3, California users are entitled to the following consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

This Agreement is the entire agreement between you and us about its subject and supersedes prior agreements about it. You may not assign or transfer this Agreement without our written consent; we may assign it in connection with a merger, acquisition, reorganization or sale of assets, or to an affiliate. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of this Agreement remains in effect. Our failure to enforce a provision is not a waiver. We are not liable for delays or failures caused by events beyond our reasonable control. There are no third-party beneficiaries. Headings are for convenience only, and "including" means "including without limitation." If this Agreement is translated, the English version controls.

Questions about these Terms: legal@exitnode.app. Support: support@exitnode.app. Mail: Solutell LLC, 2108 N St, Ste #7512, Sacramento, CA 95816, United States.