Last Modified: July 20, 2021
- Acceptance of this Agreement.
Please read this Agreement carefully. By creating an account, providing information to us (by any means, whether in correspondence, via our Sites, or otherwise), signing this Agreement, accessing the Sites, or continuing to use the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. You “sign” and accept this Agreement by clicking “I agree” on the account creation screen or signing an applicable order form, proposal, statement of work, or other separate legal agreement that specifically references this Agreement.
If you do not agree with this Agreement or our practices, you may not use our Services. This Agreement may change from time to time and your continued use of our Services constitutes your acceptance of those changes. We encourage you to review this Agreement periodically.
The Services are not intended for use by or availability to minors. By accessing or using the Services, you represent and warrant that you are at least 18 years of age and you agree to be bound by this Agreement. If you do not wish to be bound by this Agreement or you are under 18 years of age, you may not access or use the Services. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT ACCESS OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE ACCESS AND USE OF THE SERVICES.
2. Changes to this Agreement.
IPAssets may change this Agreement at any time and from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement. These changes will be effective immediately and incorporated into this Agreement upon our publishing them, and we will update the last modified date of this Agreement. The “Last Modified” legend above indicates when this Agreement was last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
You are responsible for reviewing this Agreement each time you use or access or use the Services. Your continued use of the Services following such notice will be deemed to conclusively indicate your acceptance of any and all such changes.
(a) Some parts of the Services are billed on a subscription basis (“Subscription(s)”). You will be billed retroactively on a recurring and periodic basis (“Billing Cycle”).
Billing Cycles are set on a monthly basis and billed one (1) months from the last Subscription payment.
(b) At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or IPAssets cancels it. You may cancel your Subscription renewal by contacting IPAssets customer support team.
(c) A valid payment method is required to process the payment for your Subscription, if applicable. You shall provide IPAssets with accurate and complete billing information including a valid payment method. By submitting such payment information, you automatically authorize IPAssets to charge all Subscription fees incurred through your account to any such payment instruments. Services that offer subscriptions in cryptocurrency will provide a sending address for monthly subscription payments to be issued.
(d) Should automatic billing fail to occur for any reason or respective cryptocurrency payments are not received, IPAssets will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. If payment is not received IPAssets reserves the right to cancel the Subscription and remove your data as applicable.
4. Free Trial.
(a) IPAssets may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
(b) You may be required to enter your billing information in order to sign up for the Free Trial.
(c) If you do enter your billing information when signing up for the Free Trial, you will not be charged by IPAssets until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
(d) At any time and without notice, IPAssets reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
5. Fee Changes.
(a) IPAssets in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
(b) IPAssets will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
(c) Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
6. Subscription Refunds.
Certain refund requests for Subscriptions may be considered by IPAssets on a case-by-case basis and granted in sole discretion of IPAssets.
7. User Accounts.
To access certain features of the Services, you may be required to create a user account (“Account”). You will promptly update all Account information to keep it true, accurate, and complete. You will be responsible for all activities that occur under your Account, username, and password and therefore you agree to keep your password confidential. You agree to notify us immediately of any unauthorized use of your username or password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your username and/or password if we believe that your Account is no longer secure. You will not: (a) provide any false information as part of your Account information; (b) create an Account for anyone other than yourself; (c) create or use more than one Account at any given time; (d) transfer your Account to anyone else; (e) permit others to use your Account; or (f) use or access other persons’ Accounts. You agree that we shall not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor shall we have any responsibility whatsoever for your failure to comply with this Section.
8. Your Content.
(a) You may submit content, including materials which may contain information that personally identifies you or someone else, to the Services or send direct mail or email solicitations and other communications to us (“Your Content”).
(b) You represent and warrant that Your Content will not infringe, misappropriate, or violate any third-party rights (including any Intellectual Property Rights). For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You are solely responsible for your Your Content. You must always get written permission from all persons named, identified, referred or alluded to, either explicitly or implicitly, in such Your Content and, if required, provide us with such written permission upon our request.
(c) Except with respect to our service providers in their provision of services to us in connection with the Services, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Your Content. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
9. License and Ownership.
(b) As between you and IPAssets, IPAssets has and retains exclusive ownership of our Services, and all our intellectual property and proprietary rights therein.
(c) You may suggest findings, inventions, improvements, feedback, discoveries, or ideas that IPAssets, at its sole option, may incorporate in the Services or in other products or services that may or may not be made available to you. You acknowledge and agrees that IPAssets may de-identify or aggregate your data or personal information, which does not include Your Content, for our general business purposes, including to enhance the Services, and we have and retain exclusive and valid ownership of such de-identified or aggregated data and all statistical information regarding your use of the Services and other statistical information that reasonably cannot be used to identify you, any employee or individual independent contractor of yours. You hereby assign to IPAssets any and all right, title, and interest in and to any such findings, inventions, improvements, feedback, discoveries, ideas, de-identified or aggregated data, and statistical information; provided, however, that to the extent that any portion of the foregoing or proprietary rights in or based upon the foregoing is not assigned or assignable to IPAssets pursuant to this paragraph, you grant to IPAssets without any warranties whatsoever (all of which, express or implied, are disclaimed) a perpetual, irrevocable, worldwide, royalty-free, non- exclusive, transferable license to use, adapt, translate, create derivative works from, perform, display, make, have made, import, disclose, exploit, sublicense, and exercise the foregoing.
(d) Subject to terms and conditions of this Agreement, IPAssets grants to you a non-exclusive, non-transferable (except as otherwise provided herein) license for you to access and use the Services for your internal business purposes.
10. Your Responsibilities and Restrictions.
(a) You represent, warrant, and agree that:
- you will comply with all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like, including privacy laws and intellectual property laws; and
- you have sufficient right, title, interest in and to, Your Content and have obtained all necessary written authorization, consents, and permissions as may be required for compliance with applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like, including privacy laws, governing the privacy and security of personal information, to enable you to provide Your Content to IPAssets for our intended use in accordance with the terms of this Agreement.
(b) As a condition to your use of the Services, you agree not to (nor shall you authorize or assist any person to do, any of the following):
- use the Services for any purpose or in any manner not specifically authorized by this Agreement;
- post inappropriate, inaccurate, illegal, or objectionable content or use the Services to do or promote anything that is unlawful, illegal, misleading, tortious, defamatory, or libelous including offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, securities, currencies, or pharming;
- interfere with any third party’s use and enjoyment of the Services;
- collect replies to messages sent from another internet service provider if those messages violate this Agreement or the acceptable use policy of that provider; and
- remove, erase, or tamper with any legal notices, credits, copyright, trade names, logos, color schemes, service marks, slogans, other proprietary or trademark notice, or similar means of identifying products or services (collectively, the “Marks”) displayed, printed or stamped on, affixed to, or encoded or recorded in the Services, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to IPAssets’s rights in the Services.
(c) If you violate any guideline listed above, any other user guidelines provided by the Services, or any term of this Agreement, or IPAssets believes that any of your conduct or content is offensive or illegal, violates the rights of, harms, or threatens to harm third parties, or may create liability for IPAssets or third parties, IPAssets reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing content, notifying the appropriate authorities regarding the source of such content, cooperating with law enforcement authorities in prosecuting users who have participated in such violations, barring you from accessing the Services, and terminating your Account. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Services, the Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.
(d) You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Services.
11. Copyright Infringement Claims.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Services infringe your copyright, you (or your agent) may send to us a written notice by mail, e-mail or fax, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices with respect to copyright infringement claims must be sent in writing to IPAssets, Attn: General Counsel as follows: By mail to IPAssets, Inc. 245 W. 2nd Street Mesa, AZ 85215; or by e-mail to [email protected]
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
12. Use and Access Outside the United States.
13. Third Party Materials and External Sites.
(a) Certain functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission to such Third Party Materials, including via links through our Services. By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials.
(b) Additionally, the Services may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. Please review carefully the External Sites policies and practices and make sure you understand them before you engage in any transaction. You should contact the site administrator for those External Sites if you have any complaints, claims, concerns or questions regarding such links or any content located on such External Sites.
(c) We neither control nor endorse, nor are we responsible for, any Third-Party Materials or External Sites. . We have no obligation to monitor Third Party Materials or External Sites, and we may block or disable access to
any Third-Party Materials or External Sites (in whole or part) at any time. In addition, the availability of any Third-Party Materials or External Sites through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials or External Sites, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF THIRD-PARTY MATERIALS AND EXTERNAL SITES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS OR EXTERNAL SITES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS OR EXTERNAL SITES).
14. Representations and Warranties; Disclaimers.
(a) While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at [email protected] with a description of such alteration.
(b) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE EXPRESS WARRANTIES AND EXPRESS REPRESENTATIONS OF IPASSETS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND IPASSETS DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SERVICES OR ANY PART OF THE FOREGOING, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS , WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE.
To the fullest extent permitted under applicable law, you agree to indemnify, hold harmless, and, at our request, to defend the IPAssets, its subsidiaries, affiliates, and our employees, directors, officers, shareholders, members, partners, successors, assignees, licensees, co-branding partners, agents, vendors, contractors and suppliers, and their respective successors and assigns (the “Indemnified Parties”), from and against any and all claim, demand, causes of action, debt, loss, liability, damage, award, settlement, claim, suit, proceeding, cost, and expense (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties (“Losses”) to the extent that such Losses are based on, arise out of , or relate to (a) your use of (or inability to use), or activities in connection with, the Services; (b) any violation or alleged violation of this Agreement by you; or (c) any other activities of yours accomplished using the Services.
16. Limitation of Liability.
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR ANY DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, GOODWILL, USE, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES), WHETHER ARISING IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
(b) TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ANY REASON AND UPON ANY CAUSE OF ACTION ARISING FROM OR RELATED TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT, STRICT LIABILITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY ($250) US DOLLARS. THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
(c) THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SERVICES, OR FROM ANY PRODUCTS, EXTERNAL SITES, OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
17. Termination; Suspension; Disposition of Your Data.
(a) This Agreement will remain in full force and effect while you use the Services or maintain an Account. If you wish to terminate your account, you may simply discontinue using the Services.
(b) We may, at any time and without liability: terminate, modify, suspend, or discontinue, temporarily or permanently, the Services (including access to the Services via any third-party links) or this Agreement, with or without notice to you, for any or no reason, including if we believe that you have violated or
acted inconsistently with the letter or spirit of this Agreement; charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason.
We may refuse or restrict anyone from access to the Services at any time.
(c) Upon any such termination or suspension, your right to use the Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Upon termination of your access to, and use of, the Services, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Services.
(d) Any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and continue in full force and effect thereafter.
18. Contact Us.
If you have a question or complaint regarding the Services or this Agreement, please contact us by e-mail to [email protected] You may also contact us in writing by mail at 245 W. 2nd Street Mesa, AZ 85215. Please note that e-mail and chat communications will not necessarily be secure; accordingly you should not include personal information in your e-mail correspondence with us.
19. Other Provisions.
Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties or any of their affiliates, and neither party shall have the right, power, or authority under this Agreement to create any duty or obligation on behalf of the other party. These Terms constitute the entire agreement between you and IPAssets and govern your use of the Services, superseding any prior agreements between you and IPAssets (including, but not limited to, any prior versions of the Agreement) and any prior representations by IPAssets. Neither the course of conduct between the parties nor trade practices shall act to modify this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan (without regard to its conflicts of laws principles), and venue for all disputes in respect of or arising out of this Agreement or the transactions contemplated hereby shall be exclusively in the federal or state courts of record sitting in Wayne County, Michigan. The parties expressly consent to the jurisdiction and venue of such courts and waive any claim that any such court is or would be an inconvenient forum. The failure of IPAssets to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought against IPAssets and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees, arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual or legal effect. Unless the context otherwise requires, (i) references to any party to this Agreement include references to such party’s successors and permitted assigns, (ii) references to “person” include references to any individual, corporation, limited liability company, partnership, company, firm, association, joint venture, trust, governmental body, or other entity, (iii) any of the terms defined herein may be used in the singular or the plural depending on the reference, (iv) a masculine, feminine, or neuter pronoun includes the other genders as appropriate in the context, and (v) the term “including” means “including without limitation” unless otherwise expressly indicated in a given instance.