General Terms

Terms and Conditions of Use

IMPORTANT – READ CAREFULLY: BY CLICKING THE “I agree with the terms and conditions” CHECKBOX, OR BY ACCESSING OR OTHERWISE USING ANY SERVICES PROVIDED BY IP WAY LLC, YOU EXPRESSLY AGREE TO BE BOUND BY, AND TO ENSURE THAT YOUR EMPLOYEES, AGENTS, AND CONTRACTORS STRICTLY ADHERE TO ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY SERVICES PROVIDED BY IP WAY LLC. This Terms and Conditions of Use Agreement (“Agreement”) is entered into by and between IP WAY LLC (“IP WAY”), a Delaware limited liability company, with its principal place of business at 300 Delaware Ave., Suite 210 Wilmington, DE 19801, United States of America, and you (“Customer”), as of the date of your electronic sign up and agreement to abide by the terms of this Agreement (the “Effective Date”). Each party is individually referred to in this Agreement as a “Party” and collectively as the “Parties. In consideration of the benefits and obligations exchanged in this Agreement, the Parties agree as follows:

Definitions.

• a. "Agreement" means this Terms and Conditions of Use Agreement, including any addenda thereto.
• b. “Blacklist” means any listing of individuals or entities identified by a third party as a disseminator of unsolicited commercial email or "SPAM."
• c. “Confidential Information” means all nonpublic information disclosed by a Party to the other Party, after the Effective Date of this Agreement, that the receiving Party should reasonably understand to be confidential, including all information transmitted through or stored on or through the Proxy Server, the applicable pricing for the Services, the specific terms of the Order Form, and any other proprietary information of a Party, whether communicated in writing or orally. Confidential Information does not include: i) information that was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure; ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; iv) was disclosed to the receiving Party other than under an obligation of confidentiality, by a third party who had no obligation to not disclose such information; and v) information independently developed without any reference to Confidential Information.
• d. “Customer Data” means any data, information, files, website, communications, or material which Customer transmits to IP WAY directly, or transmits through the Services.
• e. “Fees” means the applicable fees listed in the Order Form, or as otherwise agreed upon by the Parties, which IP WAY charges to Customer for its use of the Proxy Server and/or Services.
• f. “Intellectual Property Rights” means all patents, patent rights, inventions (whether patentable or not) design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights and derivatives thereof.
• g. “IPs” means Internet Protocol addresses that are leased to Customer through the Services and subject to the terms of this Agreement.
• h. “IP WAY Marketplace application portal” means the Services marketplace provided by IP WAY through its Site.
• i. “Order Form” means the separate order form agreed upon by the Parties, which details the Fees and any additional terms regarding the specific Services to be provided to Customer by IP WAY.
• j. “Proxy Server” means the proxy server hosted by IP WAY and provided to Customer pursuant to the terms of this Agreement.
• k. “Site” means https://ipway.io.
• l. “Services” means IP WAY’s provision of access and use to the IP WAY Marketplace application portal to Customer; leasing and use of IPs and/or Proxy Servers and related support services to Customer; related services including but not limited to IP geolocation, DNS management, IP address management, IP abuse management, automated letter of authorization and automated authentication tools, and managed resource public key infrastructure; and any additional services agreed upon by the Parties. The Services provided hereunder shall be used by Customer strictly in accordance with this Agreement.

General Terms and Conditions

01. General Terms for IP WAY Marketplace Services.

Subject to Customer’s material compliance with this Agreement and payment of all Fees for the Services, Customer may sign-up to access the IP WAY Marketplace application portal and receive Services. Additional Special Terms are included below.

02. Customer Responsibilities; Customer Representations and Warranties.

As a condition of Customer’s use of the Services, Customer represents and warrants that:

• a. It has the legal power and authority to enter into this Agreement;
• b. It is solely responsible for its use of and all activity occurring under its account and through the Services;
• c. It is responsible for maintaining the security of its account login and password. Customer agrees that it will immediately notify IP WAY if it becomes aware of any unauthorized or improper use of the Services, or any loss or theft or unauthorized use of Customer’s password or account information;
• d. It will abide by all applicable laws, treaties, regulations, and third party rights in connection with its use of the IP WAY Marketplace application portal and the Services, including, without limitation, those related to Intellectual Property Rights, spam, data privacy, international communications, and the transmission of technical or personal data exported from its country of residence;
• e. It shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all Customer Data stored and/or transmitted through the Services;
• f. It will use the Services carefully, consistent with all commercially reasonable precautions to prevent any loss or damage to the Services. If any unauthorized or improper access or use occurs, Customer agrees to take all necessary action to stop such unauthorized or improper access or use. Customer agrees that IP WAY shall not be responsible or liable for any deletion, destruction, damage or loss of any Customer Data;
• g. It will be responsible for maintaining archival and backup copies of any data stored on the Proxy Server, including its Customer Data; and
• h. In connection with its use of the Services, Customer will not:
• • i. (Except in connection with permitted licensing and/or sublicensing), license, sublicense, rent, sell, resell, transfer, assign, distribute, demonstrate, provide access to, allow third party use of its login and password, or otherwise make the Services available to any third party;
  • ii. Duplicate, adapt, modify, translate, disassemble, decompile, reverse engineer, or create any derivative works, improvements or enhancements to the Services, or permit or assist any third party to do so;
  • iii. Transmit, promote, store, send, or use on or through the use of the Services any infringing, illegal, abusive, obscene, vulgar, pornographic, threatening, harassing, defamatory, libelous, harmful, or otherwise unlawful or tortious material, including, without limitation, material that is harmful to children, violates third party privacy rights, or is racially, ethnically, politically, or otherwise objectionable;
  • iv. Use the Services for any unlawful or illegal purposes, including but not limited to misleading any person as to the identity, source, or origin of a communication, or to impersonate another person or entity;
  • v. Interfere with or attempt to disrupt the integrity or performance of the Services, or their availability to other third parties;
  • vi. Attempt to gain unauthorized access to the Services or IP WAY’s related systems, servers, or networks;
  • vii. Transmit, promote, upload, store, use, or send material on or through the Services containing viruses, worms, Trojan horses, malware, spyware, or other harmful computer code, files, scripts, agents or programs;
  • viii. Change the default settings of the Services, or engage in any bulk emailing, sending of unsolicited email in violation of any applicable law/spam;
  • ix. Engage in any infringement of Intellectual Property Rights;
  • x. Utilize botnets, grabbing, phishing, or any illegal content or software;
  • xi. Utilize torrent-clients and trackers;
  • xii. Utilize open proxy, open VPN, or open DNS resolving services;
  • xiii. Utilize network scanners, proxy-checkers or other similar software;
  • xiv. Host unlicensed content and link to it, even if stored separately from the Proxy Server;
  • xv. Take any action to limit or interfere in any way with IP WAY’s ownership of or rights with respect to the IP WAY Marketplace application portal, IPs, Proxy Server, the Services, and/or any IP WAY Intellectual Property;
  • xvi. Take any action to limit or interfere in any way with third party ownership of or rights with respect to the IPs; or
  • xvii. Utilize any kind of cryptocurrency mining software.

03. Support Requests.

During the term of this Agreement, Customer will have access to online support for the Services. Customer agrees to generate only one support request ticket per issue, and to include only one issue per ticket. In the event that multiple support request tickets are opened by Customer, IP WAY may consolidate the related support request tickets and reply to Customer through a single support request ticket. IP WAY will exercise its best efforts to provide Customer with a response to new support request tickets typically within 60 minutes up to eight (8) hours. Response times run from the time a new support ticket is created in IP WAY’s helpdesk until the time a support engineer logs an initial response within the support ticket. Given the wide range of potential issues of varying complexity that may be involved with the Services, certain issues may require IP WAY to create a support ticket with its third party vendors, to resolve a Customer issue. Therefore, IP WAY is unable to guarantee a maximum resolution time for all Customer support requests.

04. Term and Termination.

Unless otherwise agreed upon by the Parties, the term of this Agreement shall commence on the Effective Date and continue until terminated by either Party. IP WAY may suspend and/or terminate Customer’s access to the Services (a) for any reason by providing Customer with at least thirty (30) days prior written notice, with termination effective thirty (30) days after the notice is given; or (b) immediately, if in IP WAY’s sole discretion, Customer has breached any provision of this Agreement, or is otherwise required by law to do so. Customer may terminate this Agreement for any reason by providing IP WAY with at least thirty (30) days prior written notice, with termination effective thirty (30) days after the notice is given. Notice may be given to IP WAY via email at [email protected], or to Customer at the email address provided at the time of its sign-up for the Services. Where either Party provides at least thirty (30) days prior written notice and where Customer is not in breach of this Agreement, IP WAY will provide a pro-rated refund for any Fees which have been prepaid but which are unused. In the event of termination by IP WAY under subpart (b), Customer will not be entitled to any refund whatsoever, including for any Fees which have been prepaid. Upon termination of this Agreement, Customer shall discontinue all use of the Services; cease use of the IPs and server names previously assigned to it in connection with the Services (including pointing the DNS for its domain name(s) away from IP WAY’s servers and return control of the IPs to IP WAY; and/or move all Customer Data off of the Proxy Server. As to IP Address Owner Customers, upon termination of this Agreement, the license will automatically terminate, and IP WAY will cease all use of the IPs and return control of such to Customer. IP WAY will maintain a backup of Customer Data for a period of seven (7) days after termination, and may make the backup available to Customer for an additional fee. Thereafter, any Customer Data will be deleted.

05. Fees.

As a condition of Customer’s use and access to the Proxy Server and the Services, Customer agrees to pay all applicable Fees. Unless otherwise agreed by the Parties, the Fees detailed in the Order Form are incorporated by reference and prepayment is required. Customer agrees to pay IP WAY the applicable Fees, in addition to any required taxes. Unless otherwise stated, all fees are stated in U.S. Dollars. Unless otherwise provided herein, all prepayments made to IP WAY are final and non-refundable.

At all times during the term of this Agreement, Customer must maintain a valid credit card with sufficient funds availability to pay the Fees. By providing any credit card information, Customer represents that it is authorized to use the card and authorizes IP WAY to charge the card for the Fees in accordance with this Agreement. By submitting payment information, Customer authorizes IP WAY to provide such information to its third party vendors for purposes of facilitating and processing payment. Customer agrees to verify any information requested by IP WAY for purposes of acknowledging or completing any payment. All credit/charge card payments are subject to authorization by the card issuer. Where the Parties have agreed upon monthly pricing, IP WAY will charge Customer’s credit card in advance, on the last business day of each month for the following month’s Fees. Customer agrees to pay a 2.9% service fee on all payments made by credit card, which shall be charged on Customer’s credit card at the time the Fees are charged. Upon termination of this Agreement, IP WAY will charge Customer’s credit card for any amounts which Customer owes to IP WAY under this Agreement. Customer’s use of the Proxy Server and/or the Services may be suspended in the event that Customer’s credit card is cancelled or if any charge is denied by its credit card company.

06. IP WAY Representations & Warranties.

IP WAY represents and warrants that it: a) it has the legal power and authority to enter into this Agreement; b) has the right and authority to make the Services available to Customer as authorized expressly by this Agreement; and c) will provide the Services in a manner consistent with general industry standards.

07. Use of Identifying Information.

Customer acknowledges and agrees that if IP WAY reasonably determines that disclosure of Customer’s personal information or Customer Data is necessary to comply with any law, rule order, subpoena, civil or criminal investigative request or demand, discovery request or any other legal requirement, or in response to a complaint or inquiry, that IP WAY may disclose information, including any Confidential Information, to comply with such request. Customer further agrees that IP WAY may identify Customer as a customer on the Site and on any of IP WAY’s promotional material, and use its logo for such limited purposes.

08. Intellectual Property Ownership.

Customer acknowledges and agrees that IP WAY owns all right, title, and interest in and to the Services, including, without limitation, any derivatives, improvements, enhancements or extensions conceived, reduced to practice or otherwise developed by IP WAY, together with all Intellectual Property Rights relating thereto. IP WAY also expressly reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, its right to enter into other agreements with other third party customers regarding its Services. This Agreement is not a sale - IP WAY does not convey any ownership rights to Customer, including but not limited to, any rights of ownership in the Services and/or any related IP WAY Intellectual Property. Customer’s rights hereunder are strictly limited as set forth herein. Customer acquires no right, title, or interest therein other than the right to use the Services and/or any related IP WAY Intellectual Property in accordance with this Agreement. Customer hereby assigns to IP WAY all right, title and interest in and to any improvements, enhancements, derivations or modifications to the Services developed, in whole or in part, as a result of Customer’s use of the Services or any ideas, suggestions, feedback, comments, or reports received from Customer.

09. Confidentiality.

Customer acknowledges that the Services and IP WAY Intellectual Property contain valuable trade secrets and Confidential Information, including but not limited to, the architecture and functionality of the Services, and the appearance, organization, design, content, and flow of such. IP WAY acknowledges that Customer may maintain Confidential Information on the Proxy Server and may exchange such through the Services. Except as otherwise specified herein, each Party agrees not to share, disclose, or transfer, and not to permit a third party to share, disclose, or transfer any of the other Party’s Confidential Information. The Parties will use reasonable diligence to prevent the unauthorized disclosure, reproduction or distribution of any Confidential Information exchanged hereunder to any third party. In the event that the receiving Party is obligated to produce Confidential Information under applicable law or pursuant to governmental request or order of a court of competent jurisdiction, to the extent it is permitted to do so, it will promptly notify the disclosing Party of such an event so that the disclosing Party may seek an appropriate protective order.

10. Mutual Indemnification.

Customer will indemnify, defend, and hold harmless IP WAY and its affiliates, and their officers, directors, owners, employees, attorneys, agents, and representatives, from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to: a) Customer’s breach of this Agreement, including but not limited to any breach of its representations and warranties; b) a claim by a third party alleging that Customer’s use of the Services and/or any IP WAY Intellectual Property violates any applicable law; c) any other claim arising out of or related to Customer’s use of the Services and/or any IP WAY Intellectual Property; or d) Customer’s violation of any applicable law or regulation or right of a third party. Customer further agrees to reimburse IP WAY for any costs (including attorney’s fees) incurred in receiving, managing, and/or responding to any listing on a Blacklist arising from or related to Customer’s use of the IPs, removal of the IPs from any such Blacklist, and/or any third party claims regarding Customer’s use of the IPs provided hereunder, including to send spam, and Customer agrees to cooperate with IP WAY and its requests. IP WAY will indemnify, defend, and hold harmless Customer and its affiliates, officers, directors, owners, employees, agents, and representatives, from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to IP WAY’s breach of this Agreement, including but not limited to any breach of its representations and warranties. In any instance of indemnification, the indemnified Party will promptly give the indemnifying Party prompt written notice of the claim, allow the indemnifying Party sole control of the defense and settlement of the claim; and provide the indemnifying Party with all available information and assistance.

11. Disclaimer of Warranties.

THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT ARE IP WAY’S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. IP WAY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND. EXCEPT AS PROVIDED HEREIN, THE Services AND any IP WAY Intellectual Property ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. IP WAY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES; TITLE OR NON-INFRINGEMENT OR THIRD PARTY RIGHTS; ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE THAT THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; THAT THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; THAT THE SERVICES ARE ERROR FREE OR THAT ERRORS OR DEFECTS WILL BE CORRECTED; THAT THE SERVICES AS USED BY CUSTOMER COMPLY WITH APPLICABLE LAW; OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IP WAY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE MADE BY IP WAY WITH RESPECT TO THE SERVICES, CUSTOMER’S USE THEREOF, OR ANY OTHER SERVICE PROVIDED UNDER THIS AGREEMENT. IP WAY EXPRESSLY DISCLAIMS ANY INDEMNIFICATION FOR ANY CLAIMS OR ACTIONS BROUGHT AGAINST CUSTOMER BASED ON, OR AS A RESULT OF, OR IN CONNECTION WITH ANY INACURRACY, OMISSION, DEFECT OR MISTAKE IN THE SERVICES, OR CUSTOMER’S USE THEREOF.

12. Limitation of Liability.

IP WAY’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO IP WAY IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND IP WAY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM CUSTOMER’S USE THE Services, AND/OR any IP WAY Intellectual Property, AND/OR THE RELATIONSHIP OF THE PARTIES. Without limiting the foregoing, IP WAY shall not be liable for any property damage to Customer, or any third party, with respect to the Services AND/OR any IP WAY Intellectual Property, or Customer’s use thereof. Without limiting the forgoing, IP WAY shall not be liable for the loss of any CUSTOMER DATA, image, or other information, or any loss of or damage to any property or equipment, as a result of Customer’s use of the Services and/OR any IP WAY Intellectual PropertY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, IP WAY’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Export Control.

The Parties acknowledge that the Services are or may be subject to export laws and regulations of the United States and the destination country(ies) and any use or transfer of such must be authorized under all applicable laws. Customer agrees to comply with the export laws and regulations of the United States.

14. Due Diligence.

In order to combat illegal activity, IP WAY may perform periodic due diligence checks on Customer, and Customer acknowledges and authorizes IP WAY, including its employees, representatives, and agents, to perform due diligence on Customer, including obtaining, verifying and retaining Customer information and documentation.

15. Notice.

IP WAY may give notice to Customer via email sent to Customer’s email address provided at the time of its sign-up for the Services. Further, unless Customer opts out, IP WAY may contact Customer via email in the future regarding its account, promotions, and related services that may be of interest to Customer. Customer may opt-out of receiving promotional email through the opt-out link included in the email, or by sending a request for removal to IP WAY. IP WAY will try to comply with Customer’s request as soon as reasonably practicable. If Customer opts-out of receiving promotional emails from IP WAY, IP WAY may still send Customer emails for administrative or other purposes directly relating to Customer’s account and its use of the Services. Notice may be given to IP WAY via email at [email protected].

16. Force Majeure.

Neither Party shall be liable for any delays or any failure in performance under this Agreement due to causes beyond the reasonable control of the non-performing Party. Such delays include, but are not limited to, fire, explosion, pandemic, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed Party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed Party.

17. Relationship of Parties.

The Parties are independent contractors and nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party shall be entitled to contract on behalf of the other or bind the other Party in any way.

18. Assignment.

Customer may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of IP WAY. However, IP WAY shall have the right to assign this Agreement and all of its rights and obligations hereunder without Customer’s consent to a parent or subsidiary; an acquirer of assets or equity in the Services; or a successor in interest by merger. Any purported assignment in violation of this section will be void.

19. Governing Law and Arbitration.

1. a. Governing law: This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflict of laws.
2. b. Arbitration: Except for injunctive relief claims, any claim or controversy arising out of or related to this Agreement or the interpretation, making, performance, breach, validity or termination thereof, and/or the use of the Services shall be settled by binding arbitration by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Arbitration hereunder shall be conducted by one neutral arbitrator appointed by the AAA. At the request of either Party, the arbitrator will enter an appropriate protective order to maintain the confidentiality of information produced or exchanged in the course of the arbitration proceedings. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In no event shall the arbitrator have any authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. Irrespective of the outcome of arbitration, each Party shall bear its own costs and expenses, including its own attorney’s fees, and an equal share of the arbitrator’s fees and administrative fees of arbitration. The arbitrator shall not determine or award any alternative allocation of costs and expenses, including any attorney’s fees. Notwithstanding the foregoing, any Party may apply to any court with subject matter jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Section, in connection with any actual, suspected or threatened breach of this Agreement, and the Parties submit to the jurisdiction of any such court in connection with any such application. Any action filed by either Party in any court in violation of this Section should be dismissed pursuant to this Section.

20. Severability.

Each provision of this Agreement is intended to be severable and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, then such provision will be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

21. Waiver.

The failure of IP WAY to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by IP WAY in writing.

22. Amendment.

No amendment or modification of any provision of this Agreement shall be effective unless in writing and executed by both Parties.

23. Construction.

The headings in this Agreement are inserted for convenience only and will not constitute a part hereof. For purposes of this Agreement: a) any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of this Agreement; b) the words “include” and “including” and variations thereof, are not terms of limitation, but rather will be deemed to be followed by the words “without limitation;” and c) references to “dollars” or “$” refer to the lawful currency of the United States.

24. E-Sign Consent.

By clicking “I agree with the terms and conditions”, Customer adopts such as its electronic signature, and consents and agrees that IP WAY may provide Customer with electronic communications and disclosures (collectively, “Communications”) via email at Customer’s email address provided at the time of its sign-up for the Services, or by making them accessible on the IP WAY Marketplace application portal and/or Site; and that Customer’s electronic signature on agreements and documents has the same effect as if Customer signed them in writing. If Customer wishes to revoke/withdraw its consent at any time, please contact us at [email protected]. Withdrawal of consent may result in termination of Customer’s access to the Site and/or Services. Any withdrawal will be effective only after a reasonable period of time for Company to process the withdrawal. As noted above, Customer is responsible for providing IP WAY with true and accurate information, including its contact information. To access and retain the Communications, the following are required: computer or mobile device with access/use of the internet or mobile connectivity and an operating system capable of receiving, accessing, and displaying Communications; a supported internet browser; sufficient storage space to save Communications and/or a printer to print them; and a valid email account and software to access such email account. Customer has the right to receive Communications in paper form. Please contact us at [email protected] to request a paper copy of any Communications at no charge. A request will not be treated as a withdrawal of consent to receive electronic Communications.

25. Entire Agreement.

This Agreement comprises the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, discussions or agreement, whether written or oral, between the Parties regarding the subject matter contained herein.

Special Terms for Suppliers (IP Address Owners/Customers and/or IP Brokers/Customers)

In addition to the General Terms above, these additional special terms shall apply to Customers, including IP Brokers, seeking to lease IPs to IP Way’s third party customers. During the term of this Agreement, in connection with such Services, Customer grants IP WAY a limited, worldwide, non-revocable, exclusive, transferable, and sub-licensable right and license to utilize the IPs specified in the Order Form and which are provided hereunder by leasing them to third party customers. Any specifics regarding the IPs, including but not limited to the quantity, applicable Fees, block numbers, domain restrictions, and any other criteria will be specified in the Order Form.

Special Terms for Clients

In addition to the General Terms above, these additional special terms shall apply to Customers seeking to lease IPs from IP Way’s third party customers. During the term of this Agreement, in connection with such Services, IP WAY grants Customer a limited, worldwide, revocable, non-exclusive, and non-transferable right and license to utilize the IPs specified in the Order Form and which are provided hereunder for its own internal business purposes. Any specifics regarding the IPs, including but not limited to the quantity, applicable Fees, block numbers, domain restrictions, and any other criteria will be specified in the Order Form. Except as expressly permitted herein, Customer acknowledges and agrees that it shall acquire no ownership or other rights to the IPs and that the applicable IP Address Owner(s) shall have all right, title, and interest in and to the IPs. During Customer’s use of the IPs and Services hereunder, to the extent that any of the IPs licensed hereunder get added to a Blacklist, Customer shall pay IP WAY, as liquidated damages, an amount equal to the Fees paid by Customer during the preceding one (1) month period (“Blacklist Fees”). In addition to the Blacklist Fee, IP WAY may also immediately terminate this Agreement and declare Customer in breach of this Agreement.

Customers seeking to obtain proxy server bandwidth through IP Way may utilize IP WAY’s Services to obtain additional proxy server bandwidth. During the term of this Agreement, in connection with such Services, IP WAY will provide Customer with the agreed upon Proxy Server monthly bandwidth as specified in the Order Form. To the extent that Customer’s monthly use exceeds the agreed upon allotted bandwidth, Customer may contact IP WAY to order additional bandwidth. The Proxy Server has a default setting of Port 25 blocked, so as to prevent the sending of unsolicited commercial email (“SPAM”) through the use of the Proxy Server and Services. IP WAY agrees to use commercially reasonable efforts to protect any Customer Data, including any personal information, from breach, loss, or other unauthorized disclosure; to detect software viruses and other undesirable components; and to promptly take all reasonable steps to remove or neutralize any such components however it is Customer’s responsibility to regularly back up Customer Data and IP WAY disclaims all liability for any loss of Customer Data. In addition, Customer acknowledges that hackers or other persons with malicious intent may attempt to access, interrupt, or interfere with the Proxy Server and the Services and agrees that IP WAY shall not be responsible or liable for such third party actions. The Proxy Server has an uptime guarantee of 99%. In the event that IP WAY fails to meet this guarantee, Customer may request a credit of up to 5% of its Fees related to use of the Proxy Server for the impacted month. This uptime guarantee does not apply to service interruptions caused by periodic scheduled maintenance or repairs; interruptions caused by Customer; outages that do not affect Customer’s website; causes beyond IP WAY’s control or which are not reasonably foreseeable; and outages related to the reliability of certain programming environments.

Special Terms for IP Brokers

In addition to the General Terms above, these additional special terms shall apply to IP Brokers. To the extent that an IP Broker will be leasing IPs to IP Way’s third party customers, the special terms listed under the “Special Terms for Suppliers (IP Address Owners/Customers and/or IP Brokers/Customers)” heading will apply. To the extent that an IP Broker will be leasing IPs from IP Way’s third-party customers and/or obtaining proxy server bandwidth, the special terms listed under the “Special Terms for Clients” heading will apply.

Last updated: February 10, 2023