This Terms of Services Agreement (this “Agreement”, “TOS”) is entered into by and between IPv4 Superhub Limited whose registered address is at Room 29-33, 5/F, Beverley Commercial Centre, 87-105 Chatham Road, Tsim Sha Tsui, Kowloon, Hong Kong (“IPmeetIP”) and You, and is made effective as of the starting date of Your use of this marketplace (“Platform”) or the date of the electronic acceptance of this Agreement.
This Agreement sets forth the general terms and conditions of Your use of the Platform and the products and services purchased or accessed through this Platform (individually and collectively, the “Services”). In the event Your customized Services agreement with IPmeetIP contains additional or different terms and conditions than those set forth herein, the terms and conditions of the customized agreement shall control and prevail.
Whether You are simply browsing or using this Platform or purchase Services, Your use of the Platform and Your electronic acceptance of this Agreement signifies that You have read, understood, acknowledged and agreed to be bound by this Agreement, along with the following policies and the applicable product agreements, which are incorporated herein by references below. For the avoidance of doubt, all references to the “Lease”, “Lessee”, “IP Numbers” in this Agreement are definitions described in IPmeetIP Platform Terms of Services.
The terms “We”, “Us” or “Our” shall refer to IPmeetIP. The terms “You”, “Your”, “User” or “Customer” shall refer to any individual or entity who accepts this Agreement, has access to Your account or uses the Services.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
IPmeetIP may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Platform. IPmeetIP will provide advance notice with the updated version of this Agreement, any policy or agreement at least 30 (thirty) days before they are due to take effect (“Effective Date”). Notice of any such amendments may be given via email or Account or by any other means allowed under the Agreement. If You do not agree with the proposed updated version of this Agreement, any policy or agreement, You may notify IPmeetIP at any time during the advance notice period that You wish to terminate the Agreement, policy or any other agreement. In these circumstances the termination will take effect from the Effective Date, and We will discontinue providing Services under terminated Agreement, policy, or any other agreement. However, if You do not contact us during the advance notice period to notify us to the contrary, You will be deemed to have accepted the changes and they will take effect from the Effective Date.
Your use of this Platform or the Services after such changes or modifications have been made shall constitute Your acceptance of this Agreement as last revised. If You do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Platform or Services. In addition, IPmeetIP may occasionally notify You of the changes or modifications to this Agreement by email or through the Account.
It is therefore Your responsibility to make sure Your account (“Account”) information (mailing address, telephone number and email address) is up to date at all times. IPmeetIP does not take any liability or responsibility for Your failure to receive a notification if such failure results from inaccurate information provided by You.
B. Eligibility; Authority
This Platform and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Platform or the Services, You represent and warrant that You are (i) at least eighteen (18) years of age, or (ii) otherwise recognized as being able to form legally binding contracts under applicable law.
If You are entering into this Agreement on behalf of a corporate entity, You represent and warrant that You have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “You”, “Your”, “User” or “Customer” shall refer to such corporate entity. If, after Your electronic acceptance of this Agreement, IPmeetIP finds that You do not have the legal authority to bind such corporate entity, You will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment and penalties obligations.
IPmeetIP shall not be liable for any loss or damage resulting from IPmeetIP’s reliance on any instruction, notice, document, or communication reasonably believed by IPmeetIP to be genuine and originating from an authorized representative of Your corporate entity.
If there is any reasonable doubt about the authenticity of any such instruction, notice, document, or communication, IPmeetIP reserves the right (but undertakes no duty) to require additional authentication from You.
You further agree to be bound by the terms of this Agreement for transactions entered into by You, anyone acting as Your agent and anyone who uses Your Account or the Services, whether or not authorized by You. Users added by You to the organization will be held to have the same rights and eligibility as the creator of the organization.
C. Accounts; Transfer of Data Abroad
In order to access some of the features of this Platform or use some of the Services, You will have to create an Account and file mandatory documents: KYC/declaration of Platform use.
You represent and warrant to IPmeetIP that:
2.1 all information You submit when You create Your Account is accurate, current and complete, and
2.2 You will keep Your Account information accurate, current, complete and updated;
2.3 You are the owner of the primary email address used to set up the Account;
2.4 You will not pass, sell, or transfer the ownership of the Account to another person or entity in any form.
If IPmeetIP has reason to believe that Your Account information is untrue, inaccurate, out-of-date or incomplete, IPmeetIP reserves the right, in its sole and absolute discretion, to suspend or terminate Your Account.
You agree that You are solely responsible (to Us and others) for all the activities that occur under Your Account. Acts when multiple Accounts are made to bypass any restrictions or commit illegal activities will result in permanent termination of all Services. We reserve the right to disable Your Account at any time if in Our reasonable opinion You have failed to comply with any of the provisions of these TOS, including the provisions of our Acceptable Use Policy.
You are solely responsible for the activities that occur on Your Account, whether authorized by You or not, and You must keep Your Account information secure, including without limitation Your customer number/login, password, Payment Method(s) (as defined below).
You must notify IPmeetIP immediately of any breach of security or unauthorized use of Your Account.
IPmeetIP will not be liable for any loss You incur due to any unauthorized use of Your Account. You, however, may be liable for any loss IPmeetIP or others incur caused by Your Account, whether caused by You, or by an authorized person, or by an unauthorized person.
If You are visiting this Platform from a country other than the country in which our servers are located, Your communication with us may result in the transfer of information (including Your Account information) across international boundaries. By visiting this Platform and communicating electronically with us, You consent to such transfers.
In addition, IPmeetIP may occasionally notify You about changes or modifications of this Agreement, any policy or agreement via Account. Accordingly, please check regularly Your Account and notifications throughout each week.
Once You are logged into Your Account, You can choose and order specific Services offered by IPmeetIP. Pay Your attention to the fact that some of Our Services become available to You only upon the conclusion of a separate Services agreement or/and annex.
D. Availability of Platform Services
Subject to the terms and conditions of this Agreement and Our other policies and procedures, We shall use commercially reasonable efforts to attempt to provide this Platform and the Services on twenty-four (24) hours a day, seven (7) days a week basis.
You acknowledge and agree that from time to time this Platform may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
You acknowledge and agree that we have no control over the availability of this Platform or the Services on a continuous or uninterrupted basis, and that we take no liability to You or any other party with regard thereto.
You agree to protect, defend, indemnify and hold harmless IPmeetIP and its officers, directors, employees, agents, and third-party Services providers from and against any and all claims, demands, costs, expenses, losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by IPmeetIP directly or indirectly arising from:
Your use of and access to this Platform or the Services found at this Platform;
Your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or
Your violation of any third-party rights, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or Your use of this Platform or the Services found at this Platform.
G. Suspension and Termination
IPmeetIP reserves the right to suspend and/or terminate the Services for the User who either deliberately and intentionally or unintentionally violates the Agreement.
IPmeetIP reserves the right not to contact the User prior to suspension. However, IPmeetIP may contact the User prior to suspension in an attempt to stop and avoid further adverse actions carried out by the User or third parties through the User’s resources.
The User must act immediately after receiving a notice from IPmeetIP and take necessary actions. A timeframe may be specified by IPmeetIP for the User to restore compliance with this Agreement or any other incorporated Agreement, Policy, Annex.
Services may be cancelled by either party – IPmeetIP or the User according to the provisions specified in IPmeetIP Platform Terms of Service. However, IPmeetIP cannot cancel the Service on the User’s behalf.
In cases where the Service was used deliberately and intentionally to cause damage to any property in any shape or form, or the payment is overdue, IPmeetIP has the right to terminate the Service immediately, with or without prior notification. If the User acts deliberately and intentionally to cause damage to any property in any shape or form, a refund will not be applicable.
The Services are terminated immediately if the User violates AUP or is performing any kind of other illegal activities.
Stopping the announcement of the IP Numbers after the termination of Services is the sole responsibility of Lessee; therefore, if after termination/suspension of Services Lessee continues announcing IP Numbers, it is considered as violation of AUP and Lessee will be held responsible for these actions, which will be considered as hijacking. In case of such violation by the decision of IPmeetIP: (a) Lessee could be blocked from further IP reassignments; (b) Lessee could be charged an abuse management fee; and (c) User could be obliged to pay compensation to the IP Holder for the unauthorized use of IP resources.
All notices to a party shall be in writing and shall be made either via email or conventional mail. We may broadcast notices or messages through the Services to inform You of changes to the TOS, the Services, or other matters of importance; such broadcasts shall constitute notice to You. You may notify us via email at firstname.lastname@example.org.
J. License and Platform Access
We grant You a limited license to access and use the Services and not to download (other than page caching) or modify them, or any portion of then, except with Our express written consent. This license does not include any resale or commercial use of the Services, including their contents; any collection and use of any IP listings or prices; any derivative use of the Services, including their contents; any downloading or copying of account information for the benefit of another user; or any use of data mining, robots, or similar data gathering and extraction tools. The Services, including the content therein, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
K. Links to Third-party Sites
This Platform and the Services found on this Platform may contain links to third-party websites that are not owned or controlled by IPmeetIP.
IPmeetIP takes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, IPmeetIP does not censor or edit the content of any third-party websites.
By using this Platform or the Services found on this Platform, You expressly release IPmeetIP from any and all liability arising from Your use of any third-party website. Accordingly, IPmeetIP encourages You to be aware when You leave this Platform or the Services found on this Platform and to review the terms and conditions, privacy policies, and other governing documents of each website that You may visit.
L. User Conduct
You are solely responsible for the contents of Your transmissions through the Services, including any content transmitted through Your account, if applicable. Your use of the Services is subject to all applicable laws and regulations, whether national or international.
You agree: (1) to comply with Hong Kong Special Administrative Region and applicable international law regarding the transmission of technical or other data exported from Your country through the Services; (2) not to use the Services for illegal purposes; (3) not to interfere or disrupt networks connected to the Services; and (4) to comply with all laws, regulations, policies and procedures of networks connected to the Services.
The Services makes use of the Internet to send and receive certain messages; therefore, Your conduct is subject to Internet laws, regulations, policies and procedures. You will not use the Services for chain letters, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process.
You agree not to transmit through the Services any unlawful, harassing, libelous, abusive, threatening, or harmful content or language of any kind or nature. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited.
You shall not interfere with another person’s use of the Services or another entity’s use and enjoyment of similar Services.
We may review user account activity, such as private messages, account details and order pages, upon receipt of complaints from other users. In addition, We may, in Our sole discretion, immediately terminate Your Account, if any, should Your conduct fail to conform with the TOS. Examples of conduct that may result in immediate account termination include: entering falsified information into the Platform in order to circumvent Platform guidelines; repeat or otherwise substantial infringement of RIR policies or regulations; opening new user accounts after original account has been banned, negotiating private sales of IP Numbers in order to circumvent Platform fees, etc.
M. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) WE MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES, OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
(d) WE DO NOT PROMOTE OR CONDONE ANY IDEAS OR MESSAGES CONTAINED IN THE USER-GENERATED CONTENT AVAILABLE THROUGH THE SERVICES.
N. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.
To report violations of the TOS, please email us at email@example.com. To expedite the processing of Your report, please include as many details as possible about the violation.
P. Fees and Payments
You acknowledge and agree that Your Payment Method will be charged and processed by IPv4 Superhub Limited, Room 29-33, 5/F, Beverley Commercial Centre, 87-105 Chatham Road, Tsim Sha Tsui, Kowloon, Hong.
You agree to pay any and all prices and fees due for Services purchased or obtained at this Platform at the time You order the Services.
The next day after the payment is overdue the Services will be permanently terminated and IPmeetIP will not be responsible for any service disruption resulting from the service termination.
You can add funds to Your Account credit balance through the Services which will constitute Your Credit Balance. You can use Your Credit Balance to buy any Services from the Platform, however, Credit Balance is not eligible for cash-out.
All prices and fees are non-refundable unless otherwise expressly noted in the IPmeetIP Platform Terms of Services, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term.
IPmeetIP expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online on this Platform and effective immediately without need of further notice to You.
If You have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.
Except as prohibited in any product-specific agreement, You may pay for Services by utilizing any of the following “Payment Methods”: (i) by providing a valid credit card, (ii) by using Your Credit balance, (iii) by using PayPal (as defined below), (iv) by any other payment method acceptable by IPmeetIP, each a “Payment Method”.
By adding Payment Method in the Portal the User gives permission for IPmeetIP to process automatic transactions from his IPmeetIP Account. Payments are generally charged in advance of the applicable Service period. It is the User’s responsibility to create, manage, and terminate Payment Methods in the Portal.
Confirmation of the order will be sent to the email address on file of Your Account. Your Payment Method on file must be kept valid if You have any active Services in Your Account. Services purchased from an unverified Account are non-refundable.
You acknowledge and agree that where refunds are issued to Your Payment Method, IPmeetIP’s issuance of a refund receipt is only confirmation that IPmeetIP has submitted Your refund to the Payment Method charged at the time of the original sale, and that IPmeetIP has absolutely no control over when the refund will be applied towards Your Payment Method’s available balance.
You further acknowledge and agree that the payment provider and/or individual issuing bank associated with Your Payment Method establishes and regulates the time frames for posting Your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.
In the event a refund issued to Your Payment Method and the payment provider, payment processor or individual issuing bank associated with Your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then IPmeetIP, in its sole and absolute discretion, reserves the right to issue the refund in the form of an in-store credit.
IPmeetIP also has the right, but not the obligation, to offer an in-store credit for Customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method.
For the avoidance of doubt, any and all refunds processed via the issuance of in-store credits are solely within IPmeetIP’s discretion and are not available at customer request.
IPmeetIP makes no guarantees that we will request or receive updated credit card information.
You acknowledge and agree that it is Your sole responsibility to modify and maintain Your Account settings.
Further, You acknowledge and agree that Your failure to do so, may result in the interruption or loss of Services, and IPmeetIP shall not be liable to You or any third party regarding the same.
If for any reason IPmeetIP is unable to charge Your Payment Method for the full amount owed for the Services provided, or if IPmeetIP receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to Your Payment Method, You agree that IPmeetIP may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to You, of any Services registered or renewed on Your behalf.
IPmeetIP also reserves the right to charge IP LESSEE reasonable administrative, processing, abuse management, cancelation or penalty fees for:
20.1. tasks IPmeetIP may perform outside the normal scope of its Services,
20.2. additional time and/or costs IPmeetIP may incur in providing its Services, and/or;
20.3. Your noncompliance with this Agreement or Acceptable Use Policy (as determined by IPmeetIP in its sole and absolute discretion).
Typical administrative or processing fee scenarios include, but are not limited to:
21.1. customer Services issues that require additional personal time or attention;
21.2. recouping any and all costs and fees, including the cost of Services, incurred by IPmeetIP as the results of chargebacks or other payment disputes brought by You, Your bank or Payment Method processor;
21.3. fees arising from management or handling of the complaints related to the alleged violations of the Acceptable Use Policy.
These administrative fees or processing fees will be billed to the Payment Method You have on file with IPmeetIP.
All prices listed on our Platform are in US dollars and all charges will be processed in US dollars.
The total amount due for payments submitted with a non-US Dollar-denominated credit card may depend upon applicable foreign exchange rates, taxes, and fees applied by Your bank or Your credit card issuer. You are solely responsible for all the fees and taxes associated with all the purchases that You make through the Platform.
In addition, You acknowledge and agree that You may be charged Value Added Tax (“VAT”), Goods and Services Tax (“GST”), or other localized fees and/or taxes, based on Your bank and/or the country indicated in Your billing address section.
IPmeetIP does not tolerate any type of fraud regarding the payment for the Services. If any illegal actions occur, the Services are terminated, and the User is reported to legal authorities without prior notice.
Pay by PayPal
By using IPmeetIP’s pay by PayPal payment option (“PayPal”), you can purchase Services using PayPal. In connection therewith, you agree to allow PayPal to debit the full amount of your purchase from your PayPal account (“PayPal Account”) or from credit card(s), bank account(s), or other allowed payment method(s) linked to your PayPal Account (“PayPal Funding Source”).
It is your responsibility to keep your PayPal Account and PayPal Funding Source current and funded, and your PayPal Account backed by a valid credit card.
You acknowledge and agree that (i) PayPal reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your PayPal Account or PayPal Funding Source no longer existing or not holding available/sufficient funds) and (ii) in such event, neither PayPal nor IPmeetIP shall be liable to you or any third party regarding the same.
If for any reason PayPal is unable to withdraw the full amount owed for your purchase, you agree that PayPal and IPmeetIP may pursue all available lawful remedies in order to obtain payment.
You agree that if the transaction is returned unpaid, you will pay a Service charge of USD 20 or the maximum amount allowed by law, which may be debited from your PayPal Account or PayPal Funding Source.
By clicking the box labelled “I agree” to the terms of the PayPal payment option, you authorize a debit of the full amount of your purchase from your PayPal Account or PayPal Funding Source.
Chargebacks, Reversals and Retrievals
Chargebacks are not considered as an acceptable form of refunding.
All payment refunds must be requested in accordance to the refund provisions instead of issuing a chargeback or opening a transaction dispute.
Chargebacks and/or disputes will be considered as payment fraud and will be subject to full investigation.
IPmeetIP will use all information including the User’s Account profile, login history data and any communication between the IPmeetIP and the User in order to appeal the chargeback or other payment dispute.
If the IPmeetIP receives a chargeback or a payment dispute from a Credit Card company, bank, via PayPal or any other payment gateway, all Services related to the Account of the User may be suspended without prior notice.
For every instance of chargeback or any other form of transaction retrieval, the User agrees to pay a USD 20 administration fee.
To restore the Services, which were suspended due to a chargeback, a reversal or a retrieval, the User is bound to make sure that all chargebacks, reversals and/or retrievals would be withdrawn. Moreover, any financial mismatch caused by the chargebacks, reversals and/or retrievals must be fully covered by the User before the Services are restored.
Q. Titles and Headings; Independent Covenants; Severability
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.
Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement.
If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
R. Contact Information
If You have any questions about this Agreement, please contact us by email or regular mail at the following address:
IPv4 Superhub Limited
Room 29-33, 5/F, Beverley Commercial Centre, 87-105 Chatham Road,
Tsim Sha Tsui, Kowloon, Hong Kong
Appendix A to Universal Terms of Service Agreement
IPmeetIP Platform Terms of Service
Billing cycle: a regular recurrent period in which the IP LESSEE shall pay for the Lease;
Commencement Date: The beginning of the Lease period;
Commissions: the payments due to IPmeetIP for the Lease of IP Addresses; the amount of Commissions is set on the top of the price of IP Addresses set by IP HOLDER;
IP HOLDER: a person or an entity who has been granted allocation rights in and to the IP Numbers (as defined below) and has agreed to license the use of the IP Numbers on the terms set out in this policy to the IP LESSEE;
IP HOLDER FEE: the payments due to IPmeetIP for the IP management services, deductible monthly from the Payouts;
IP LESSEE: A person or an entity who has entered into an agreement to sub-assign (or Lease) the IP Numbers from the IP HOLDER;
IP: Internet Protocol Version 4 address space;
IP Numbers: the series of IP addresses listed in the Order/Listing Form;
Lease: Purchase of the Services outlined in the Order Form for a defined period of time;
Listing: IP Numbers, submitted by the IP HOLDER, verified by IPmeetIP and available for Lease in the PLATFORM;
Listing Form: the form filled by the IP HOLDER, identifying the specific IP Numbers and conditions to be listed on the PLATFORM;
Order Form: the form filled by the IP LESSEE, identifying the specific IP Numbers to be delivered;
Payouts: the payments due to the IP HOLDER for the Lease of IP Numbers (excluding Commissions);
PLATFORM: the proprietary PLATFORM developed by IPmeetIP to lease IP address space;
Policy: the Universal Terms of Service Agreement including PLATFORM Terms of service and all other supplements and appendixes;
Reassignment Initiation: the moment the IP LESSEE requests creation of the validation objects for use of IP Numbers on their infrastructure;
RIRs: any of the regional internet registries which manage the allocation and registration of the Internet number resources within a particular region of the World, including without limitation:
African Network Information Centre (AfriNIC) for Africa;
American Registry for Internet Numbers (ARIN) for the United States, Canada, several parts of the Caribbean region, and Antarctica;
Asia-Pacific Network Information Centre (APNIC) for Asia, Australia, New Zealand, and neighbouring countries;
Latin America and Caribbean Network Information Centre (LACNIC) for Latin America and parts of the Caribbean region, and
Réseaux IP Européens Network Coordination Centre (RIPE NCC) for Europe, Russia, the Middle East, and Central Asia;
Spam: the sending of any email message where the recipient has not granted verifiable, explicit, and still-revocable consent or permission for the message to be sent, including without limitation (a) an email message where (i) the personal identity and context of the recipient are irrelevant inasmuch as the email message may be equally applicable to a number of other potential recipients and (ii) the sender of the email does not have verifiable, explicit, and still-revocable consent or permission for the email message to be sent to the recipient; or (b) any email message which would be considered to be spam by Spamhaus; or (c) any email message which would, mutatis mutandis, be treated as being in breach of any of the provisions of The Unsolicited Electronic Messages Ordinance (Chapter 593, Laws of Hong Kong), on the assumption that that Act is applied to the sender of the email message. Also referred to as Spamming;
Spamhaus: The Spamhaus Project Ltd.;
Unacceptable Use: distributing (i) Spam; or (ii) Bulk Email; or (iii) any other network activity creating a large or abnormal burden on any network, including, without limitation, using, uploading, posting, publishing, transmitting, modifying, reproducing, broadcasting, disseminating or otherwise distributing or making available a Virus or any other feature, programme or code which may be intentionally or unintentionally harmful or destructive or limiting or debilitating in any way; impeding the ability of any third party to send or to retrieve information through generating large levels of traffic; or (iv) disrupting any backbone network nodes or network service, or otherwise restricting, inhibiting, disrupting or impeding the ability to monitor or deliver any goods or services, any transmissions or data; or (v) hacking; or (vi) interfering with computer networking or telecommunications service to or from any Internet IP LESSEE, host, provider or network, including, without limitation, denying service attacks, overloading a service, improperly seizing or abusing operator privileges or attempting to crash a host and other illegal activities, included, but not limited to those described in AUP;
Validation objects: objects created in RIR’s necessary for the IP Numbers to be added to the PLATFORM.
B. Description of Services
IPmeetIP enables IP HOLDERS to enter into agreements to allocate IP Addresses for an agreed price on behalf of IP LESSEES using the PLATFORM. We strive to create a marketplace where IP LESSEES find the IP Addresses which they are looking for, and the IP HOLDERS can monetize the IP Addresses. We ensure the process is as simple and expeditious as possible and completely transparent, providing all listed services with every transaction. IP HOLDER may exercise complete discretion as to the price at which IP Addresses may be leased to IP LESSEE; IPmeetIP has no control over the prices of IP Addresses.
IP HOLDER agrees and warrants that:
2.1. It has the full legal authority to enter into this Lease and that IP HOLDER has the legal right to manage the IP Numbers and to sublease the IP Numbers to IP LESSEE.
2.2. IP HOLDER warrants that it is either the IP HOLDER of the IP Numbers or has entered into contractual Leases to represent the respective IP HOLDERS of the IP Numbers.
2.3. IP HOLDER further represents and warrants that IP HOLDER is and shall remain in compliance with the respective member policies of the RIRs for the duration of this Lease and that the IP Numbers have been obtained in compliance with the member policies of RIRs and all applicable laws and regulations.
2.4. IP HOLDER further represents and warrants that during the course of this Lease and while licensing the IP Numbers to IP LESSEE the IP HOLDER has the legal right to license such IP Numbers to IP LESSEE.
2.5. IP HOLDER represents and warrants that no other party has any right or title to such IP Numbers as IP HOLDER has the sole right to manage and license the IP Numbers; additionally, IP HOLDER shall remove any IP Numbers from the PLATFORM that are subject to any known, active blacklists or blocks at the major top-level domains or are engaged in any unacceptable use.
2.6. IP HOLDER agrees to indemnify and hold harmless IPmeetIP from any and all liability, including reasonable attorney’s fees and expenses incurred by the IPmeetIP as a result of any third-party claim that IP HOLDER did or does not have the right to license.
2.7. IP HOLDER is responsible for completing all the duties and tasks which are required for IP LESSEE to use the IP Numbers properly and must perform them not later than within 48 hours after the Commencement Date if required by IPmeetIP.
2.8. In case of the failure to complete the given request by IPmeetIP within 48 hours (as described in 2.7.), IP HOLDER agrees with the deduction from the Payouts for the time from the Commencement Date until IP HOLDER’s completion of such request. Additionally, the relevant IP Number will be removed from the PLATFORM until such time as the IP HOLDER demonstrates that its account is active and that it can meet the 48-hour response time requirement. Last, IPmeetIP may, at its discretion, permanently close the account of the IP HOLDER if, in the opinion of IPmeetIP, the IP HOLDER cannot meet the 48-hour response time and does not create a ROA and RPKI within 48 hours from Commencement Date.
2.9. If IP HOLDER is not communicating and failing to complete the given request within 120 hours, IPmeetIP has the right to freeze any accumulated Payouts and issue a penalty fee, calculated based on the IP Number price per day (including the Commission) and multiplied by how many days have passed from the given request.
2.10. IPmeetIP has the right to freeze any pending Payouts in case IP HOLDER is not communicating/responding after the given 24-hour notice and/or in any other way it has disturbed the PLATFORM Service.
2.11. In case IP HOLDER stops all communication with the IPmeetIP team, IPmeetIP may terminate the IP Number and remove it from the PLATFORM without prior notice, to ensure the best PLATFORM functionality.
The IP LESSEE agrees and warrants and undertakes to the IP HOLDER that:
3.1. it has the full legal authority to enter into this Lease;
3.2. the Lease does not confer upon the IP LESSEE any proprietary or transferable rights in respect of IP Numbers;
3.3. it shall comply with any rules, policies, practices, procedures and directions of IANA or of any of the RIRs in relation to the IP Numbers;
3.4. it shall take no action which shall or may damage the reputation of the IP HOLDER or the value of the IP Numbers including without limitation Unacceptable Use, Spamming or Bulk Mailing using the IP Numbers;
3.5. IP LESSEE accepts the IP Numbers in their “as-is” condition provided, however, IP HOLDER warrants and undertakes to IPmeetIP that the IP Numbers are not subject to any known, active blacklists or blocks at the major top-level domains and are not engaged in any unacceptable use;
3.6. IP LESSEE represents and warrants that it will comply with all laws and regulations of the jurisdiction in which IP LESSEE is located as well as any jurisdictions in which IP LESSEE uses the IP Numbers.
Subject to terms and conditions of Lease, in consideration of the Payouts and Commissions, the IP HOLDER hereby grants the IP LESSEE a non-exclusive, non-transferable, limited, revocable license to use the IP Numbers during the term Lease and solely for the IP LESSEE’s own business operations.
C. Using Platform
1. In connection with using or accessing the PLATFORM You will not:
a) Breach or circumvent any laws, regulations, third-party rights or our systems, policies, or determinations of Your account status;
b) use PLATFORM if You are not able to form legally binding contracts (for example, if You are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
c) fail to pay for the IP Numbers leased to You;
d) manipulate the price of the IP Numbers or interfere with any other IP HOLDER’s listings;
e) post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
f) transfer access of Your Account to another party without consent of IPmeetIP;
g) distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
h) distribute viruses or any other technologies that may harm IPmeetIP or the interests or property of IP LESSEE/IP HOLDER;
i) interfere with the working of PLATFORM, or impose an unreasonable or disproportionately large load on our infrastructure;
j) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to PLATFORM. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to PLATFORM or someone else;
k) infringe any Intellectual Property Rights that belong to third parties affected by Your use of the PLATFORM or post content that does not belong to You;
l) commercialize any PLATFORM application or any information or software associated with such application, except with the prior express permission of PLATFORM;
m) harvest or otherwise collect information about IP LESSEE without prior consent; or
n) circumvent any technical measures used to provide PLATFORM’s services.
2. IP LESSEE and IP HOLDER must meet IPmeetIP’s standards, indicated in IPmeetIP’s Universal Services Agreement. Failure to meet these standards may result in the PLATFORM charging You additional fees and/or limiting, restricting, or suspending service.
3. If we believe You are abusing IPmeetIP and/or Our Services in any way, We may, in Our sole discretion and without limiting other remedies, limit, suspend, or terminate Your IP LESSEE/ IP HOLDER account(s) and access to the PLATFORM, remove any special status associated with Your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, payouts, and take technical and/or legal steps to prevent You from using the PLATFORM.
4. We may cancel unconfirmed accounts or accounts that have been inactive for an unreasonably long time. Additionally, we reserve the right to refuse, modify, or terminate all or part of PLATFORM to anyone for any reason at our discretion.
D. Policy Enforcement
When an IP HOLDER’S or IP LESSEE’S issue arises, we may consider the IP LESSEE’s performance history and the specific circumstances in applying Our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both IP HOLDERS and IP LESSEES.
E. Payouts and Commissions; Refunds
IP LESSEE agrees to pay any and all payments and fees due for Lease obtained at the PLATFORM according to the Universal Terms of Services Agreement.
All prices and fees are non-refundable, even if Lease is suspended, terminated, or transferred prior to the end of the Lease term, except if (a) IP Numbers are not working properly due to the IP Holder’s failure to complete his duties and tasks as required in this Agreement within 48 hours from the Reassignment Initiation date, or (b) IP Lessee terminates the Lease of IP Numbers within 7 days from Commencement Date due to one of the following reasons: (i) IP Numbers have an active announcement by third parties, (ii) IP Numbers are subject to blacklists or blocks at the major top-level domains; (iii) IP Holder does not create a ROA and RPKI within 48 hours from Commencement Date; (iv) Services ordered are not delivered due to error or malfunction of the Platform. The credit balance is not refundable. When a refund is applied, refunded amounts are deducted from payouts to IP Holder.
IPmeetIP only ensures the creation of the Validation objects for use of IP Numbers, as required and denoted by IP LESSEE at the Reassignment Initiation date.
In case if Reassignment Initiation date differs from the Commencement Date the refunds (if applicable) are calculated from the Reassignment Initiation Date.
IPmeetIP reserves the right to make the final decision on any refund request issued.
The Commissions for the IP Numbers are calculated based on listing conditions defined by the IP HOLDER.
The Payouts are calculated from the Commencement Date for each IP Numbers leased and payable once in a month for a previous calendar month, before the 14th of the ongoing month.
IP HOLDER agrees that the first USD 100 of eligible Payout under a Lease will be held for the term of the Lease.
Payouts can be done via PayPal, Bank transfer, Stripe, or may be added to the Credit balance. The minimum payout threshold is $1000. The withdrawal fee for Bank transfer is $25 and for PayPal – $0. In case of closure of the Account, the minimum Payout threshold is $50.
The sole responsibility for the content of the Lease Form is of the IP HOLDER, who is listing IP Numbers at his sole choice and discretion.
IP HOLDER agrees that IPmeetIP will issue the self-billed invoices for all payments to be made by IPmeetIP during the contractual term between IP HOLDER and IPmeetIP. IPmeetIP will complete self-billed invoices showing IP HOLDER’s name, address and VAT (if applicable) registration number, together with all the other details which constitute a full invoice. IPmeetIP will inform the IP HOLDER if the issue of self-billed invoices will be outsourced to a third party.
IP HOLDER agrees to accept invoices raised by the self-biller on their behalf during the contractual term between IP HOLDER and IPmeetIP. IP HOLDER shall not raise any invoices for the transactions covered by these Terms of Service. IP HOLDER shall notify IPmeetIP immediately if (i) its VAT registration number changes, (ii) IP HOLDER ceases to be VAT registered, or (iii) IP HOLDER sells its business or part of its business. IP HOLDER ensures it complies with the requirements of the VAT authorities in their member state.
F. Listing Conditions
When listing IP Numbers for the Lease on PLATFORM, You agree to comply with IPmeetIP’s policy and that:
You are responsible for the accuracy and content of the listed IP Numbers;
You agree to keep necessary IP Validation Objects throughout the entire listing period unless requested differently by IPmeetIP;
Removal of the Validation Objects during the active Lease will be treated the same as stopping any active Lease without prior notice of 3 months;
You are responsible for providing IPmeetIP accurate and truthful contact information that identifies You as the IP HOLDER, and agree to keep all information (including billing information) up to date and accurate at all times during the term of the Lease;
By request of IPmeetIP team You are responsible for modifying Whois/Lease information in RIRs, PLATFORM, to ensure accurate Listing/Lease information;
Your listing may not be immediately searchable by IP LESSEE for several hours (or up to 48 hours in some circumstances). IPmeetIP can’t guarantee the exact listing durations;
IP Numbers that are subject to blacklists or blocks at the major top-level domains and are engaged in unacceptable use may be modified, obfuscated, or deleted at IPmeetIP’S discretion;
You must remove that are not available for lease through the PLATFORM whether due to being leased through another service or for any other reason.
We may revise IP Numbers data associated with listings to supplement, remove, or correct information.
G. Ordering Conditions
When ordering IP Numbers on PLATFORM, You agree that:
You are responsible for evaluating all the relevant information, including but not limited to, IP Numbers’ nettype (status) in RIRs before committing to Lease;
You agree to keep necessary IP Validation Objects existing throughout the whole Lease period, unless approved differently by IPmeetIP;
You are responsible for providing IPmeetIP accurate and truthful contact information that identifies You as the IP LESSEE and agree to keep that information up to date and accurate at all times during the term of the Lease;
You enter into a legally binding contract to lease IP Numbers when You commit to Lease the IP Numbers or Your offer for IP Numbers is accepted;
We do not transfer legal IP ownership of IP Numbers from the IP HOLDER to the IP LESSEE;
IP LESSEE agrees, that IP Numbers information (inetnum, domain, route and other objects that are possible to create and/or manage in RIRs) are managed by IPmeetIP on its discretion;
You will deposit USD 100 to be held by IPmeetIP until thirty (30) days following the term of the Lease.
In case IP Numbers are used after the end of Lease by IP LESSEE, it agrees to pay a penalty fee, calculated based on IP Number’s price per day and multiplied by the number of days used after end of Lease period and shall be deducted from the deposit collected in Condition 7 above.
Any claim or dispute regarding the IP Numbers ordered must be raised within a period of 7 days following the Commencement Date. Any claim or dispute raised after this 7-day period shall have no legal effect, and IPmeetIP shall not be obligated to address or resolve such claim or dispute. IP Lessee agrees that the 7-day period for raising claims or disputes regarding the IP Numbers leased shall be the sole and exclusive remedy available for any dissatisfaction or disagreement with the quality or fit of the IP Numbers leased. IP Lessee will not be entitled to any further remedies, including but not limited to refunds, for any claim or dispute raised after the expiration of this 7-day period.
H. Amendments and Termination
The Lease shall commence on the Commencement Date indicated in the Order Form.
The IP HOLDER shall be entitled to edit, amend, replace or cancel the IP Numbers or any information given at registration to PLATFORM any time before the beginning of the Lease period.
After the Commencement Date, the IP HOLDER shall contact IPmeetIP Support team for any amendments.
The IP HOLDER shall be entitled to terminate the Lease with a notice period of 90 (ninety) days.
The IP HOLDER agrees that stopping any active Lease without a prior notice of 90 (ninety) days will incur an instant cancellation fee, calculated depending on the number of active Leases disrupted for 90 (ninety) days, whereas the penalty fee of one disrupted active Lease for one month will be based on the price of IP Numbers, set by the IP HOLDER.
The IP LESSEE agrees that with a notice period of 14 calendar days, IPmeetIP has a right to change the leased IP Numbers allocation to another, analogous allocation. Notice shall be in writing and sent by IPmeetIP via email.
The IP LESSEE shall be entitled to terminate the Lease; however, the charges remain based on the remaining billing cycle period.
Without prejudice to any rights that have accrued under this Lease or any of its rights or remedies, either party may terminate this Lease with immediate effect by giving written notice to the other party if:
8.1. the other party commits a material breach of any term of this Lease;
8.2. IANA or any RIR requires that this Lease would be terminated;
8.3. IPmeetIP has the right to cancel the services if the IP LESSEE violates any policy of PLATFORM. The IPmeetIP reserves the right to cancel the service without prior notice.
I. Definitions; Conflicts
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Support services policy and the provisions of the Universal Terms of Service Agreement, the provisions of this PLATFORM shall control.
Appendix B to Universal Terms of Service Agreement
Platform Acceptable Use Policy (AUP)
NOTWITHSTANDING the lease term, the IP USER must uphold the following standards in order to continue to access the IPmeetIP network and use its Services. IP USERS agree to be bound by this AUP.
IP USER may not use the IPmeetIP network and PLATFORM in any jurisdiction for unlawful, obscene, offensive, or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved and terminated if not resolved promptly.
You may use our Services only for lawful purposes. You may not use our Services:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm anyone, including minors, or in any manner which will, or is likely to, infringe the personal rights of others;
(d) in any manner that will, or is likely to, infringe the copyright, trademark, trade secret or other intellectual property rights of others;
(e) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
(f) to transmit, or procure the sending of, any mass mailing without pre-approval from IPmeetIP;
(g) in connection with any defamatory, indecent, obscene, offensive, threatening or abusive conduct or activity;
(h) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
(j) to hijack: any announcement without consent of IPmeetIP will be treated as illegal (unauthorized); or
(i) in any way that is inconsistent with the terms of Your agreement with IPmeetIP.
Without prejudice to the generality of the overview principles set out above, unacceptable use includes, but is not limited to, the following:
(a) Posting, transmission, re-transmission, or storing material on or through PLATFORM, if IPmeetIP reasonably believes that such posting, transmission, re-transmission or storage is:
– in violation of any local, national or international law or regulation (including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations);
– threatening or abusive;
– indecent; or
(b) Installation or distribution of pirated or other software products that are not appropriately licensed for use.
(c) Resale any of IPmeetIP’s Products and Services without the express prior written consent of IPmeetIP.
(d) Deceptive marketing practices.
(e) Actions that restrict or inhibit anyone – whether a customer of IPmeetIP’s PLATFORM or otherwise – in his or her use or enjoyment of IPmeetIP’s Services, or that generate excessive network traffic through the use of automated or manual routines that are not related to ordinary personal or business use of internet services.
(f) Introduction of malicious programs into PLATFORM or other services of IPmeetIP (e.g., viruses, Trojan horses and worms).
(g) Causing or attempting to cause security breaches or disruptions of Internet communications. Examples of security breaches include but are not limited to accessing data of which the customer is not an intended recipient, or logging into a server or account that the customer is not expressly authorized to access (e.g., port scans, flood pings, packet spoofing and forged routing information).
(h) Executing any form of network monitoring that will intercept data not intended for You.
(i) Circumventing user authentication or security of any host, network or account.
(j) Interfering with or denying service to any user other than the customer’s host (e.g., denial of service attack).
(k) Using any program/script/command, or sending messages of any kind, designed to interfere with, or to disable a user’s terminal session.
(l) Failing to comply with IPmeetIP’s procedures relating to the activities of customers on PLATFORM.
(m) Furnishing false or incorrect data on the Order Form contract (electronic or paper) including fraudulent use of credit card numbers or attempting to circumvent or alter the processes or procedures to measure time, bandwidth utilization or other methods to document use of PLATFORM.
(n) Sending unsolicited mail messages, including the sending of junk mail or other advertising material to individuals who did not specifically request such material, who were not previous customers of the customer or with whom the customer does not have an existing business relationship (e.g., e-mail spam).
(o) Sending any mass mail messages that would be considered as Spam;
(p) Harassment (e.g., through language, frequency, or size of e-mail messages).
(q) Unauthorised use or forging of mail header information.
(r) Solicitations of mail or any other e-mail address other than that of the poster’s account or service, with the intent to harass or to collect replies.
(s) Creating or forwarding chain letters or other pyramid schemes of any kind. If no mailing activity is expected, port 25 should remain restricted.
(t) Use of unsolicited e-mail originating from within IPmeetIP network or networks of other Internet Service Providers on behalf of or to advertise any service hosted by IPmeetIP or connected via IPmeetIP network.
(u) Exporting, re-exporting, or permitting downloads of any content in violation of the export or import laws of the United Kingdom or without all required approvals, licenses and exemptions.
(v) Use of IRC servers or bots connected to public IRC networks or servers.
IPmeetIP will determine, in its discretion, whether there has been a breach of this Acceptable Use Policy by You. When a breach of this policy has occurred, we may take such action as we deem appropriate.
The users of PLATFORM acknowledge that IPmeetIP does not purport to monitor the content of hosted materials or the use of the Services.
Where IPmeetIP reasonably suspects that there has been a breach of the provisions of this AUP, IPmeetIP may take all or any of the following actions:
(a) Immediate, temporary or permanent withdrawal of Your right to use the services.
(b) Immediate, temporary or permanent removal of any posting or material uploaded by You.
(c) Issue of a warning to You.
(d) Legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
(e) Further legal action against You.
(f) Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of this Acceptable Use Policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
Any breach by users of PLATFORM of AUP will be deemed to be a material breach of the Agreement.
Appendix C to Universal Terms of Service Agreement
IPmeetIP Trade Terms of Service
As-Is, Where-Is: Refers to the condition of the IPs at the point of sale, indicating that the Buyer accepts the IPs in their present state.
Buyer: The party purchasing or receiving the transferred IPs, who also accepts the terms and makes certain warranties to the Seller.
Closing: The point in time at which the transaction of the IPs between the Buyer and Seller is finalized.
In Place: Implies that the IPs will be transferred where they currently reside.
Purchase Price: the total monetary amount that the Buyer agrees to pay for the relevant Sale.
Sale: A sales transaction between Seller and Buyer facilitated by IPmeetIP utilising the Site.
Sale Date: The date on which the Buyer and Seller agree on the Terms.
Seller: The party who is selling or transferring the IPs, and who accepts the terms, is authorized to transfer the IPs, and represents the conditions of the IPs.
Site: Refers to the online platform provided by IPmeetIP for conducting sales of IPs between Sellers and Buyers.
Terms: This refers to the agreement or conditions accepted by both Seller and Buyer.
With All Faults: Suggests that the IPs are accepted by the Buyer with all existing issues, without any guarantee from the Seller.
B. Description of Services
1. IPmeetIP operates as the Site, providing a marketplace for the sale of IPs. As such, IPmeetIP serves as a facilitator, enabling Sales. This involves neither acting as a Buyer nor a Seller, but as a neutral platform where these parties can transact.
2. IPmeetIP enables Sellers to enter into Terms for Sales using the Site. We strive to create a marketplace where Buyers find the IPs they are looking for, and Sellers can monetize their IPs. We aim to provide a process that is as simple, expeditious, and transparent as possible. Sellers may exercise discretion as to the Purchase Price at which IPs may be sold; IPmeetIP has no control over the price of IPs.
3. IPmeetIP monitors each step in the IP sale process.
4. Seller agrees and warrants that:
4.1. it has the full legal authority to enter into this sale agreement and that Seller has the legal right to manage the IP and to sell the IP to Buyer;
4.2. it is either the holder of the IP or has entered into contractual agreements to represent the respective holder of the IP;
4.3. it is and shall remain in compliance with the respective member policies of the RIR for the duration of this sale and that the IP has been obtained in compliance with the member policies of the RIR and all applicable laws and regulations; Seller agrees and warrants to IPmeetIP that the IP is not subject to any known, active blacklists or blocks at the major top-level domains and are not engaged in any unacceptable use;
4.4. from the Sale Date until the Closing Date, it has the legal right to transfer such IP;
4.5. the IP is not in use by Seller or any other party as from the Sale Date;
4.6. the IP is not subject to any contract or other obligation that currently permits the use of the IP by any third party, or that with the passage of time or occurrence of events, would permit the use of the IP by any third party;
4.7. it shall remove any IP from the Site that are subject to any known, active blacklists or blocks at the major top-level domains or are engaged in any unacceptable use;
4.8. all RIR registration and renewal fees for the IP have been paid through the Closing Date;
4.9. it agrees to indemnify and hold harmless IPmeetIP from any and all liability, including reasonable attorney’s fees and expenses incurred by IPmeetIP as a result of any third-party claim that Seller did or does not have the right to sell; and
4.10. it is responsible for completing all the duties and tasks which are required for Buyer to use the IPs properly and must perform them not later than within 48 hours after the Closing if required by IPmeetIP.
5. The Buyer agrees and warrants to the Seller that:
5.1. it has the full legal authority to enter into the Terms;
5.2. it shall comply with any rules, policies, practices, procedures and directions of IANA or of any of the RIRs in relation to the IP;
5.3. it shall take no action which shall or may damage the reputation of the Seller or the value of the IP including without limitation Unacceptable Use, Spamming or Bulk Mailing using the IP;
5.4. it accepts the IP is sold As-Is, Where-Is;
5.5. it will comply with all laws and regulations of the jurisdiction in which Buyer is located as well as any jurisdictions in which Buyer uses the relevant IP.
6. Additionally, IPmeetIP can act as an escrow agent for Sales. If you select IPmeetIP as the escrow agent, IPmeetIP will hold the Purchase Price in escrow until: (i) the Seller transfers the IP to the Buyer and sends a screenshot of showing such transfer; (ii) IPmeetIP verifies such transfer was made by checking the relevant database; and (iii) IPmeetIP confirms with the Buyer that the IP transfer was made. Alternatively, the User may designate escrow.com as the escrow agent for a Sale.
7. Where IPmeetIP acts as the escrow agent for a sale, the Buyer shall pay the Purchase Price to IPmeetIP via bank transfer only and IPmeetIP shall transfer the Purchase Price to the Seller via bank transfer only. In both cases, the Buyer and the Seller, respectively, shall bear any and all bank transfer fees.
8. Following the RIR approval of the IP transfer and receipt of evidence showing correct transfer of the IP to the Buyer, IPmeetIP or escrow.com, as applicable, will then transfer the Purchase Price to the Seller. This streamlined process aims to deliver secure, transparent, and efficient transactions.
9. Where the Seller does not deliver the IP to the Buyer by the transfer deadline designated for the Sale, the Buyer shall be entitled to a refund of the Purchase Price. The Buyer shall bear any and all bank transfer fees associated with such refund.
10. It is critical to note, however, that IPmeetIP’s role is strictly confined to operating the Site and serving as an escrow agent. IPmeetIP does not represent either the Buyer or Seller in any Sale made via the Site.
11. By using the Site, You agree that you will not appoint any other agent in facilitating the Sale of the IPs listed on the Site. IPmeetIP shall be your exclusive agent in this regard.
12. Subject to Terms, in consideration of the Purchase Price, the Seller hereby transfers to the Buyer all right and title to the relevant IP.
C. Sales Terms
1. Diligence. After You have registered on the Site, you can see each specific IP for sale. Should You require additional information for your due diligence process, You can reach out to IPmeetIP. It's essential to note that DIRECT CONTACT BETWEEN BUYERS AND SELLERS IS A VIOLATION OF OUR TERMS AND IS STRICTLY FORBIDDEN. You should complete all due diligence for the purchase of each IP before participating in a Sale on the Site. By participating in a Sale on the Site, You confirm that You have completed any required diligence on the IP You are bidding for and that You are purchasing the IP As-Is, Where-Is.
2. Compliance Representations. By participating in a Sale on this Site, You represent and warrant the following: (i) You have completed any necessary diligence on the relevant IP; (ii) You are aware of and understand all applicable laws and regulations including, without limitation, the Hong Kong Prevention of Bribery Ordinance, and agree to comply with such laws and regulations. You further agree that You and any person or entity working on Your behalf in connection with the services provided hereunder shall not, in an effort to exercise illegal or improper influence, make any payment, promise of payment, or authorization of payment or otherwise transfer anything of value, directly or indirectly, to: (a) any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organizations); (b) any political party, official of a political party, or candidate for public office; (c) any intermediary of the individuals set out in (a) and (b) above, including, but not limited to, agents or family members of government officials, for payment to any government official; (d) any other person or entity in a corrupt or improper effort to obtain or retain business or any advantage, in connection with the Seller; or (e) any business entity selling a competing product in order to eliminate or restrict competition, including, but not limited to, agreements to divide the market. You further agree that You will not make any payment to any other person or entity if such payment or transfer would violate the laws of the country in which the transaction is made; and (iii) You shall comply with the export control laws of the Hong Kong Special Administrative Region applicable to the transactions contemplated herein, and which may prohibit sale and assignment of the IP in certain sanctioned or embargoed countries.
3. Buyer must honour an offer once accepted by the Seller. Failure to do so may result in, among other things, suspension of your account.
4. Cancellation of a Sale other than for breach of the Terms will obligate the cancelling party to pay a $500.00 cancellation fee plus reimbursement of Seller’s transfer fee paid to the applicable RIR.
5. Closing Procedures:
5.1. The Buyer shall send the full Purchase Price to IPmeetIP or escrow.com, as the case may be (“Escrow Agent”), via bank transfer. These funds will be held in escrow pending Closing. Upon the receipt of the Purchase Price by the Escrow Agent, the Seller shall approve the assignment of the IP on the Site.
5.2. Within 24 hours of confirmation by the Escrow Agent of receipt of the Purchase Price, the Seller shall initiate the transfer of the IP into the RIR account designated by the Buyer. This will involve the Seller submitting the necessary transfer request to the RIR and promptly sending a screenshot or other suitable confirmation of such transfer to IPmeetIP and the Escrow Agent.
5.3. Once (a) IPmeetIP confirms the transfer by the RIR to be complete, and (b) the Buyer confirms receipt of the IP transfer, the Escrow Agent will: (i) release and transfer the Purchase Price to the Seller; and (ii) provide notification to both the Buyer and Seller of the completion of the transaction.
6. Deposits and Regional Internet Registry Approval of Transfers
6.1. Any IP transfer will be subject to RIR approval ("RIR Approval"). You are encouraged to apply for pre-approval ("Pre-Approval") with the relevant RIR to receive each desired IP prior to participating in a Sale; however, Pre-Approval is not required to purchase an IP on the Site.
6.2. The Buyer agrees that if it is unable to procure RIR Approval within forty-five (45) days of being named the Sale Date, the Sale shall be cancelled and $500.00 of the Purchase Price shall be forfeited in favour of IPmeetIP and the Seller. If transfer of the IP to the Buyer's RIR or NIR account does not occur within forty-five (45) days of the close of the Auction due to delays caused solely by the Seller, Buyer may cancel the Sale. The Buyer may then elect to either have the entire Purchase Price refunded or credited to its account and applied to future purchases on the Site. You further agree that you will use your best efforts to cooperate with its RIR throughout the RIR Approval process, promptly respond to all RIR inquiries, and sign any reasonably necessary agreements with the RIR to receive transfer of the IP, including RIR membership agreements and registration service agreements.
7. RIR Transfer Fees
You are responsible for the transfer fees invoiced to you by the relevant RIR. You acknowledge that each RIR has different methods of determining transfer fees and that You are aware of such transfer fees and agree to bear any applicable to You.
8. No Warranties
8.1. All sales are final, on an "As-Is, Where-Is", "In Place", "With All Faults" basis with no conditions or warranties either expressed, implied, statutory or otherwise, including, without limitation, warranties or conditions as to title, description, fitness for a particular purpose, quantity, quality, merchantability, state, condition, location or otherwise, provided, however, that upon closing of any transaction (after RIR approval of the transfer) registration of the IP with the appropriate RIR shall be fully transferred to the Buyer. Please conduct any due diligence inspection of the assets before initiating a Sale. If you require any information regarding the assets prior to the Sale, please contact IPmeetIP at firstname.lastname@example.org.
8.2. Neither Seller, nor IPmeetIP and their respective affiliates, subsidiaries, officers, directors, employees, members, agents or representatives shall have any liability for any description error of any article or lot whether contained in a catalogue, advertisement or otherwise. Descriptions have been prepared for guidance purposes only and shall not be relied upon by you for accuracy or completeness. You shall be deemed to have relied entirely upon your own inspections and investigations.
9. Availability of Site
9.1. While IPmeetIP endeavors to ensure that the Site is normally available 24 hours a day, IPmeetIP shall not be liable if for any reason the Site is unavailable at any time or for any period. Access to the Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond IPmeetIP's control. IPmeetIP reserves the right to relist or adjust bidding periods on any auction due to a system malfunction.
D. IPmeetIP Escrow Agent Terms
1. If you appoint IPmeetIP as escrow agent for a Sale, you agree to the following terms.
2. You, in your role as Seller or Buyer appoint IPmeetIP as your exclusive agent for the marketing and sale of the IP and as your agent to hold the Purchase Price the Sale.
3. Closing shall follow the following procedures:
3.1. Buyer shall send the full Purchase Price to IPmeetIP via bank transfer, where the funds will remain pending Closing. Seller shall approve the assignment of the IP on the Site.
3.2. Within 24 hours of confirmation by IPmeetIP of receipt of the Purchase Price, Seller shall initiate transfer of the IP into the RIR account designated by the Buyer by submitting to RIR the necessary transfer request and sending a screen shot showing confirmation of such transfer.
3.3. Upon confirming (a) completion of the transfer by RIR, and (b) receipt of the transfer by the Buyer, IPmeetIP shall (i) transfer the Purchase Price of the IP to Seller; and (ii) provide notification to the Buyer.
3.4. The final date of the Closing shall be referred to as the “Closing Date”.
4. Indemnification of Buyer and Other Parties. Seller hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Buyer, IPmeetIP and each of their respective Affiliates (as defined below) and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Buyer Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Buyer Indemnified Party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Seller contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; and (ii) the ownership, and operation of the IP prior to the Closing Date, including due to any Actions by any third parties with respect to the IP for any period prior to the Closing Date. For purposes herein, “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.
5. Indemnification of Seller and Other Parties. The Buyer hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Seller and IPmeetIP and each of their officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “Seller Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any Seller Indemnified Party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Buyer contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; and (ii) and the ownership, and operation of the IP following the Closing Date, including due to any Actions by any third parties with respect to the IP for any period following the Closing
6. Dispute Resolution and Retention of IPs and Purchase Price: Should a dispute arise in relation to the sale of the IP, IPmeetIP shall hold and retain the Purchase Price in question until the dispute is resolved. Resolution can occur either through mutual agreement between the Buyer and Seller, or by a decision handed down by a court of proper jurisdiction. During the period of dispute, the Purchase Price will not be disbursed or transferred. This procedure is intended to ensure fair treatment for all parties while the dispute is being resolved, and to comply with any legal obligations and rulings.