IPTP Networks

About IPTP Networks

1 2 5 All terms defined in this Agreement shall have the defined meanings when used in Order or in any certificate or other document made or delivered pursuant hereto or thereto unless otherwise defined therein The definitions contained in this Agreement and Order are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms

2 1 Affiliate – as to a party, any entity controlling, controlled by, or under common control with such party, where the terms ‘control’, ‘controlling’, ‘controlled by’, and ‘under control’, means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the aggregate of all voting equity interests in an entity

2 2 Business days – means any calendar day except (a) Saturdays or Sundays or (b) legal holidays or (c) any day on which banks in 37 are authorized or required by Law or executive order to be closed

2 3 Claims – all claims or demands, liabilities, judgments, awards, lawsuits, damages, losses, causes of action and penalties

2 4 Credit Hold is a temporary downgrading of the support provided by IPTP to only addressing critical support requests received from the Business Partner, while all other level of support will be denied By “critical” one means only the essential support required to maintain the availability of currently activated Services In other words, any activated in-Service (the Service that has already been delivered and activated) needs to be maintained working but any extra support apart from that will be refused

2 5 Effective Date – means a date when this Agreement comes into force, i e the moment when the Agreement is signed by the Parties or any Order is provided by IPTP and accepted by the Business Partner or the Services are started to be rendered by IPTP (whatever happens earlier)

2 6 Equipment – hardware and software offered under this Agreement

2 7 Fees – charges and fees for the Services charged to the Business Partner by IPTP

2 8 Law(s) – all applicable laws, rules, codes, regulations, court orders, ordinances and matters of records

2 9 Managed Service Agreement – an agreement entered by the Parties hereto under which (a) IPTP shall render managed services for the products either provided by IPTP under a Service order form hereto or supplied by the Business Partner and (b) the Business Partner shall accept the managed services and pay for them thereunder 2 10 Order(s) – a Service order form hereto or a Managed Service Agreement or both (as the case may be) provided by IPTP and accepted by the Business Partner In the event of conflict between the terms and conditions of this Agreement and terms and conditions of the Order, the Order shall prevail

2 11 Parties – IPTP, Business Partner

2 12 Service Suspension is a temporary deactivation of the Services while preserving the Business Partner’s data and access records for the period of up to 30 days ” 2 13 Service Termination is cancellation of the Services with inter alia a complete wipe off of data and deletion of access records (if applicable) kept on the Equipment including the one of the Business Partner

3. INTENDED USE OF THE SERVICE

3 1 The Parties shall execute one or more Orders Each Order shall describe the services to be provided by IPTP to Business Partner thereunder, the Fees to be paid by Business Partner to IPTP thereunder, and any other terms and conditions applicable to the Services of each Order No Order shall be binding until it has been signed by a duly authorized representative of each of IPTP and Business Partner

3 2 As used herein, the term “Services” refers collectively to all services identified in all Orders entered into hereunder and may include standard services provided by IPTP to its Business Partners, and any technical, supplemental professional, or other services

3 3 Business Partner agrees to use the Services only for lawful purposes Unauthorized transmission or storage of any information, data, or material in violation of any Law(s), including without limitation illicit transmission or use of copyrighted material, obscene material, material protected by trade secrets or materials designed to harass or interfere with others, is strictly prohibited Business Partner shall at all times strictly comply with IPTP Acceptable Use Policy located on IPTP website at: https://iptp com/iptp-acceptable-use-policy 3 4 IPTP reserves the right to amend its Acceptable Use Policy in its sole discretion from time to time Business Partner shall strictly comply with the rules of any other network Business Partner accesses through the use of the Services IPTP undertakes no obligation to monitor the content of communications sent, posted, linked or otherwise conveyed by Business Partner but reserves the right to do so including, but not limited to, where directed to do so by law enforcement authorities For the purposes of this Agreement, to the extent that an employee or third party uses the Services provided hereunder, such employee, agent or third party use shall be deemed Business Partner’s use for the purposes of this Agreement

Internet Protocol addresses (“IP Addresses”) provided or assigned by IPTP in connection with the Services at all times remain the property of IPTP and are not portable, and Business Partner shall have no rights with respect thereto Assignment of IP Addresses is subject to corresponding RIR (Regional Internet Registry) guidelines and is not guaranteed IPTP may modify such assignments at any time in its sole discretion Business Partner shall provide an accurate host count at the time of the Agreement signing; such count shall be subject to verification by IPTP

IPTP invoices Services charges as follows: 5 1 One time Fees, non-recurring or setup Fees, including without limitation, installation and equipment charges, shall be invoiced by IPTP at the time when the Order is placed

5 2 Recurring Fees and Fees for collocation, hosting, access costs and minimum commitments may be billed by IPTP to the Business Partner monthly, thirty (30) days in advance The first invoice for the recurring charges/fees will be issued upon the signing of the respective Order by both Parties and will include: 5 2 1 recurring Fees/charges in pro rata to the days remaining in the first month since the date of Service acceptance 5 2 2 recurring Fees/charges for the full next month (or a few months if agreed upon by the Parties)

5 3 Fees for the usage-based Services will be calculated in accordance with Section 6 below and billed in arrears

5 4 The Business Partner shall treat as valid and official only IPTP invoices sent hereunder to the Business Partner from billing@iptp net The Business Partner shall pay invoices of IPTP within thirty (30) calendar days of the invoice date

5 5 Invoice is considered as overdue if still not paid by the Business Partner on the thirty first (31) calendar day from the respective invoice date Overdue accounts are subject to a finance charge of the lesser of 3 (three) percent per month or the maximum allowed by Law(s) with such finance charge starting from the date when the invoice becomes overdue

5 7 Business Partner hereby grants to IPTP a lien on any Business Partner’s equipment located in IPTP possession In the event of termination for non-payment or other default, IPTP may hold such equipment until Business Partner satisfies all outstanding balances due to IPTP In the event that Business Partner fails to pay any amounts due within sixty (60) days of the date of termination, IPTP may retain or sell, in its sole discretion, any such equipment without liability to Business Partner