⚖️ Gigapipe Terms

1.1 QXIP will grant Customer access to and the non-exclusive, worldwide, limited right to use the Services, and Customer shall use and pay for the Services in accordance with the Order and this Agreement. You have the non-exclusive, worldwide, limited right to use the Services.

1.2. Except as expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, to the other's Content or to any of the other's intellectual property rights.

2.1. QXIP may unilaterally modify the terms of this Agreement, including pricing, from time to time, in the manner stipulated herein.

2.2. QXIP will notify Customer at least 30 days prior to any modifications to this Agreement, including pricing, becoming effective, except where the changes apply to new technical functionalities of the Services or new Services which QXIP is generally always entitled to introduce and which shall become effective immediately upon posting on the Site, without prior notification.

2.3. QXIP will notify Customer of any modifications to this Agreement via the Management Console or by sending an e-mail to the e-mail address registered by Customer.

2.4. If Customer does not agree with any modifications to this Agreement, Customer may terminate this Agreement by sending a written notice of termination via email to QXIP's e-mail address within 30 days from the effective date of QXIP's notice. After the expiry of 30 days without such termination notice, such absence of termination notice will be deemed acceptance of the modified terms by Customer.

3.1. QXIP may, on a case-by-case basis, decide to provide Customer with a Trial Period to test the Services free of charge. Such Trial Period will be limited by the duration and extent of the usage rights granted by QXIP. QXIP may also post information about the duration and extent of the usage rights granted during the Trial Period on the Site or will notify Customer via the Management Console or e-mail.

3.2. If Customer continues to access and use the Services after expiry of the Trial Period, this will be deemed Customer's acceptance of the paid version of the Services in accordance with the terms hereof. Customer may switch to the paid version of the Services before the Trial Period ends by adjusting the respective settings in the Management Console. In this case, any Credit that is unused during the Trial Period shall be retained and the fees for Services in the paid version shall be reduced for Customer accordingly. In any case, a Credit provided during the Trial Period is limited to the duration of the Trial Period set for Customer and is forfeited thereafter.

3.3. Before access to the paid version of the Services is granted, QXIP may ask Customer to furnish additional documents and information confirming the accuracy of Customer's details provided during the initial sign-up procedure. In case of failure to submit any additionally requested documents and information, QXIP may suspend Customer's access to any or all of the Services.

3.4. QXIP may at any time limit, technically and functionally, usage of the Services granted within the Trial Period.

4.1. To access the Platform and Services, Customer shall open a unique account on the Platform associated with a valid e-mail address.

4.2. Upon registration, Customer shall provide accurate and complete information requested in the registration form and shall keep such information updated. Should Customer provide inaccurate information or should QXIP have reason to believe that any information provided by Customer is incomplete or inaccurate, QXIP may, as it sees fit, block or delete Customer's account or deny Customer access to the Platform and will inform Customer about any such action and the reasons for it via the Management Console or by sending an e-mail to the e-mail address registered by Customer.

4.3. Customer shall promptly notify QXIP of any instances of unauthorized User access to QXIP services and/or any actual or presumed breach of confidentiality of the chosen means of access to the Management Console.

4.4. Customer shall be responsible for security of the chosen means of access to the Management Console and for the confidentiality of such means. If Customer authorizes any third parties to manage Services on its behalf, such third parties or Customer representatives shall comply with the terms of this Agreement. Customer is responsible for all activities that occur on its account, regardless of whether the activities are authorized by Customer or undertaken by Customer, its employees or a third party (e.g., as contractors, agents or Users). All acts or omissions of such third parties will be attributed to Customer as if they were its own.

4.5. If Customer and third parties interact to manage the Services, QXIP acts solely as an intermediary that made such interaction technically possible. QXIP performs the interaction-related transfer, storage, and provision of access to information which Customer provides to third parties without changing the information. QXIP does not control or monitor Content posted on Platform resources by Customer or any third parties under Customer's control, and is not liable for the accuracy, quality, and permissibility of Content.

5.1. QXIP may suspend or limit Customer's or any User's right to access or use any portion or all of the Services immediately upon giving notice to Customer in the following cases: (a) Customer's or User's use of the Services (i) poses a security risk to the Service or any third party, (ii) could adversely impact the QXIP Platform, the Services or the systems or Content of any other QXIP customer, (iii) could expose QXIP, our affiliates or any third party to liability, or (iv) could be fraudulent; or (b) Customer or any User is in breach of this Agreement; or (c) Customer is in breach of its payment obligations; or (d) Customer has ceased to operate in the ordinary course of business, has made an assignment for the benefit of creditors or similar disposition of its assets, or has become the subject of bankruptcy, reorganization, liquidation, dissolution or similar proceedings, or any such proceedings have been rejected by the competent authority due to lack of assets; (e) QXIP becomes obligated to do so by virtue of law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

5.2. Effect of Suspension. If we suspend your right to access or use any portion or all of the Services you remain responsible for all fees and charges you incur during the period of suspension.

6.1. Unless otherwise agreed in Your Order, by subscribing to the Services or electing to utilize a recurring payment plan, You authorizes QXIP to automatically charge Your credit card or bank account on file on a monthly basis, as set forth in Your Order, until You terminate this Agreement. You are responsible for providing QXIP with Your most current billing information. Once placed, Your Order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your Order. You will pay any sales, value-added or other similar taxes imposed by applicable law that we must pay based on the Services You Ordered, except for taxes based on our income. Fees for Services listed in an Order are exclusive of taxes and expenses.

7.1. You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to QXIP; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by this Agreement or Your Order.

8.1. QXIP processes data provided by Customer when signing up and logging in to the Platform and other Customer personal data for the purposes described in its Privacy Policy, available at https://qxip.net/. The Privacy Policy does not apply to your Content. Customer shall inform its employees and agents of such processing of their personal data by QXIP and shall provide them with all information necessary in order to ensure that QXIP complies with its notice obligations under applicable data protection and privacy laws.

8.2. Except for the data processed as described in Section 9.1, QXIP acts as data processor on behalf of Customer. If, when using the Services, Customer places the personal data of third parties in its Content, including personal data of the Customer's employees, Customer shall be responsible for ensuring that such personal data has been collected, processed and transferred to QXIP in compliance with applicable data protection and privacy laws. Such compliance may require providing a notice to the affected data subjects or obtaining their consent prior to disclosure their personal data on QXIP Services.

9.1. Customer will defend and indemnify QXIP, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, and directors against any and all losses arising out of or relating to any third party claims concerning: (a) any Customer Content; (b) Customer usage of the Services (including any activities under the Customer account and use by Customer employees and personnel); (c) breach of this Agreement or violation of applicable law by Customer (including by any person/entity under Customer's account and/or Customer's employees and personnel). Customer will reimburse QXIP for reasonable attorneys' fees and legal expenses.

9.2. QXIP will defend and indemnify Customer against any third-party claim alleging that the Services infringe or misappropriate a third party's intellectual property rights. The obligation applies only if Customer: (i) gives QXIP prompt written notice of the claim; (ii) permits QXIP to manage the defense and settlement of the claim; and (iii) reasonably cooperates with QXIP in the defense and settlement of the claim. In the event that Customer agrees to any settlement of any such claim without QXIP's prior written consent, QXIP shall no longer be obligated to defend and/or indemnify Customer according to Section 9.2 and any indemnification amount already paid shall be refunded by the Customer without undue delay. The obligation under this Section will not apply to the extent the underlying allegation arises from: (i) Customer's breach of this Agreement or applicable law; (ii) modifications to QXIP technology or Services by anyone other than QXIP; or (iii) the Customer Content.

10.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill in all material respects. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).

10.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD-PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.

6.3. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

10.3. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.1. To the maximum extent permitted by applicable law, QXIP is under no circumstances liable to Customer for lost profits, loss of business, contracts, anticipated savings, loss of profit, loss of revenue, loss of goodwill, loss of reputation, loss or use of data and/or any indirect or consequential damages resulting from or in connection with the Services.

11.2. To the maximum extent permitted by applicable law, neither QXIP, nor QXIP's suppliers, may be held liable under this Agreement for more than the amount paid by Customer to QXIP hereunder for the Service that gave rise to the claim during the 12 (twelve) months before the liability rose.

12.1. Term. This Agreement is valid for the Order which this Agreement accompanies. Services shall be provided for the Services Period defined in Your Order. This Agreement will remain in effect until terminated under this Section 12.

12.2. Termination by Customer.

12.2.1. Customer may terminate this Agreement without a cause by providing us with at least 30 days' advance notice before the end of the Services Period.

12.2.2. If Customer does not agree with modifications to this Agreement, Customer may terminate this Agreement in accordance with Section 2.4.

12.3. Termination by QXIP.

12.3.1. QXIP may terminate this Agreement without a cause by providing you with at least 30 days' advance notice.

12.3.2. QXIP may terminate this Agreement in full or in part at any time in respect of Services rendered free of charge.

12.3.3. QXIP may terminate this Agreement without notice and immediately disable the Services without reimbursing any costs or damages if Customer fails to meet any of its obligations hereunder and, in particular, if: (a) Customer repeatedly (more than twice) breaches the payment terms herein; (b) Customer fails to remedy a breach of the Agreement that gave rise to its suspension, provided said suspension lasts more than 7 days; (c) Customer fails to comply with the anti corruption clause stipulated herein; (d) Customer breaches the warranties and representations provided herein; (e) Customer: (i) becomes the subject of any sanctions imposed by the United States, the European Union or the United Nations; (ii) becomes the subject of any other applicable sanctions; (iii) breaches the obligations stated in Section 11.2.1. above; (f) it is necessary to comply with applicable law or requests of governmental entities.

12.4. Customer's termination notice shall be sent via e-mail to QXIP's e-mail address indicated on the Site.

12.5. Any unused funds on the Customer's Personal Account will be refunded by QXIP within 30 days after termination of this Agreement based on the Customer's e-mail request for such refund submitted to QXIP's e-mail address indicated on the Site. QXIP may offset Service Fees payable by Customer, accrued liquidated damages and losses QXIP incurred as a result of Customer's failure to perform its contractual obligations, from any amounts to be refunded to Customer.

13.1. The Governing Law, without reference to conflict of law rules, shall govern this Agreement and any dispute of any sort that may arise between you and us.

13.2. Any dispute or claim relating in any way to your use of the Services will be adjudicated in the Governing Court, and Customer consents to exclusive jurisdiction and venue in the Governing Court, subject to the additional provisions below.

14.1. Confidential information means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic, or other information, including information on information security, identification/authentication, and authorization (logins, passwords, etc.) tools, software and hardware suites, principles of their operation, source codes (or parts thereof) of computer programs; statistics, information on customers, products, services, research findings. The Parties undertake not to disclose or transfer to any third parties' confidential information obtained from each other while implementing the Agreement, except as specified herein, stipulated by applicable law or agreed by the Parties in writing, and undertake not to use it for purposes contrary to the Agreement.

14.2. The receiving party shall apply the same level of care that it uses to safeguard its own confidential information, but in any case no less than a reasonable standard of care in safeguarding the disclosing party's confidential information which it uses for its own information of like sensitivity and importance, and upon discovery of any unauthorized disclosure of confidential information in its possession, the receiving party shall use its best endeavors to prevent any further disclosure or unauthorized use thereof.

14.3. Confidentiality obligations do not apply to any information in the public domain at the time of disclosure or that later becomes part of the public domain through no fault of the receiving party.

14.4. If confidential information is disclosed deliberately or carelessly, the Party at fault undertakes to indemnify any losses caused by such disclosure if the affected Party so requests.

14.5. The obligations set forth in this Section shall bind the Parties for a period of 5 years from the date of disclosure of confidential information and such obligations shall survive the termination or earlier expiration of this Agreement.

14.6. The following information provided by the Parties is not deemed to be a breach of confidentiality: a) information that is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other governmental or municipal authority to be disclosed by the receiving party, but only to the minimum extent required and for the purpose of such order, and provided that the receiving party first notifies the disclosing party of such order (unless this is prohibited by applicable law) and, upon the request of the disclosing party, the receiving party shall use commercially reasonable efforts to assist the disclosing party, at the disclosing party's sole expense, in seeking an appropriate protective order; b) information that is provided to auditors and external consultants, subject to such persons undertaking to protect the confidentiality of information transferred under terms that ensure an equal or higher level of protection compared with the terms of the Agreement; c) information that is provided to a Party's affiliates, if such provision to an affiliate is reasonably needed for the Party to discharge its contractual obligations and the affiliate undertook to protect the confidentiality of the information transferred under terms that ensure an equal or higher level of protection compared with the terms of Agreement; d) information that is provided to third parties involved in providing all or some Services, if such parties undertook to protect the confidentiality of the information transferred under terms that ensure an equal or higher level of protection compared with the terms of Agreement.

14.7. Any references to QXIP shall only be published and the fact and/or details of cooperation relating to this Agreement shall only be communicated to third parties or the public with the prior written consent of QXIP, except where applicable law mandates disclosure of the relevant information.

15.1. QXIP may send any notices, messages, and documents to Customer by e-mail to the e-mail address provided by Customer in the Management Console or by posting such notices, messages, and documents on the Site and/or in the Management Console. Notices QXIP provides by posting on the Site/Management Console will be effective upon posting and notices QXIP provides by e-mail will be effective when QXIP sends the e-mail. Customer is responsible for keeping its e-mail address current. Customer will be deemed to have received any email sent to the e-mail address then associated with the Customer account when QXIP sends the e-mail.

15.2. Customer may send messages and notices to QXIP via QXIP's e-mail address specified on the Management Console. All legal notices must be sent by Customer to QXIP at such e-mail address.

15.3. The Parties confirm that the exchange of documents, including letters, notifications, notices, and other communications transferred in any way specified above, will have evidential significance and full legal force.

16.1. No agency. This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between Customer and QXIP that are not expressly stipulated herein.

16.2. Severability. Should any clause (or part of any clause) of this Agreement and/or any document referred to herein become invalid, void, illegal or unenforceable, the remainder of the Agreement and any document referred to herein will remain in effect.

16.3. No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights hereunder and/or any document referred to herein.

16.4. Assignment. This Agreement makes no provision for any assignment of any exclusive rights or license granted by QXIP to Customer for any parts of the Platform and the Services unless otherwise expressly stipulated herein or in the documents referred to herein.

16.5. QXIP may assign this Agreement (a) in connection with a merger, acquisition or sale of all or substantially all of its assets, or (b) to any affiliate or as part of a corporate reorganization. Effective upon such assignment, the assignee is deemed substituted for QXIP as a Party hereto, and QXIP is fully released from all of its obligations and duties to perform under this Agreement. QXIP shall inform Customer without undue delay of any such assignment via message in the Management console and/or by email. Customer hereby gives its consent to assignments of the Agreement in advance. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns.

16.5. Trademark. QXIP may use Customer's logo, trademark, trade name and/or name of the Customer's software product and/or the Customer's Site for information, advertising and marketing purposes upon Customer's consent with no remuneration payable to Customer for such use.

16.6. Anticorruption Clause. The Parties adhere to the applicable anticorruption laws and will comply in all respects with articles 177, 178, 363 and 364 of the Dutch Criminal Code (DCC), or any similar local laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, involving a total ban on any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in performance of the Parties' obligations (including agents, commission agents, customs brokers and other third parties), shall not accept, pay, offer to pay, allow or authorize the payment/acceptance of any funds or transfer of any benefits (including intangible benefits), directly or indirectly, to/from any persons for the purpose of influencing any actions or decisions with the intention of obtaining any improper advantage, including bypassing any legally prescribed procedure or pursuing other illegal purposes. This Clause constitutes the Parties' representations. Either Party may unilaterally withdraw from the Agreement if the other violates the obligations stipulated by this Clause. If a Party suspects that any provisions of this Clause have been or might be violated, the Party concerned undertakes to immediately notify the other of its suspicions in writing.

16.7. Force Majeure. The Parties are released from liability for partial or complete failure to discharge their obligations hereunder if such failure was caused by force majeure, including acts of God, natural and industrial disasters, acts of terrorism, hostilities, civil unrest, the adoption by public bodies or local governments of acts prohibiting or restricting the Parties' activities hereunder, or other circumstances that arise after the Agreement was signed as a result of emergencies that the Parties could neither foresee nor prevent, and that make it impossible for the Parties to discharge or properly discharge their obligations. On the occurrence of force majeure, each Party shall notify the other. The notice shall describe the nature of the force majeure and contain official documents certifying its existence and, if possible, evaluating its effect on the Party's ability to fulfill its contractual obligations. If the force majeure or its consequences last for one (1) month or more, either party may unilaterally terminate Agreement.

16.8. Parties' Details. If the Parties change their names, legal status, addresses and/or payment details or make other changes that may affect implementation of the Agreement, the party making the changes shall notify the other within 10 days from when such changes became effective.

16.9. Survival. The Parties' obligations whose nature is such that they must remain in effect (including, but not limited to, confidentiality obligations, payment obligations, and obligations to use information) will survive the termination of this Agreement.

16.10. Conflicting Terms. In the event of any conflict between this Agreement and your Order, your Order shall prevail.

16.11. Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If QXIP provides a translation of the English language version of this Agreement, the English language version of the Agreement will prevail in the event of any conflict.

16.12. Intellectual Property. Other than Customer Content, QXIP reserves all rights not expressly granted to you herein. The Services and the Platform are protected by copyright, trademark, patent and other laws of The Netherlands. QXIP owns all rights, title, and interest in and to the Services and the Platform and all copies of the Services and the Platform. This Agreement does not grant you any rights to our trademarks or service marks. For purposes of this Agreement, this means all patent rights, copyright, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

The capitalized terms used herein have the following meanings, unless the text expressly implies otherwise:

"API" means an application program interface.

"Days" means calendar days unless otherwise expressly stated in the text. For avoidance of doubts, any reference to the "days" in the text, whether the letter is used the capitalized or not, will be used in the meaning specified in this Section.

"Content" means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials.

"Customer's Content" means Content uploaded by Customer to the Platform via the Services.

"Governing Law" and "Governing Court" means, respectively, Dutch Law and the Court of Amsterdam, The Netherlands.

"Limits" means the technical limitations of usage of the Services related to the Platform architecture.

"Management Console" means a private section of the Platform, access to which is provided by QXIP to Customer for administering the Services, including, but not limited to ordering and managing the Services; containing Statistics on the Services used, information on the Customer's Personal Account status, login details, Quotas, and credits; providing a means for the Parties to exchange notices and messages; and performing other actions required to make use of Platform options.

"Order" means create an account in the Platform and accept the Terms of Services or a written document executed by You and Us specifying the Services You have ordered, and the fees owed thereunder, and such other terms as are agreed, including any addenda and supplements thereto.

"Personal Account" means a body of records that describes the financial relationship between QXIP and Customer, which keeps a tally of the Services ordered and used, and contains billing information about Customer's payments made and amounts payable under this Agreement. A Personal Account is of a technological nature and does not have the status of a settlement account or bank account.

"Platform" and/or "QXIP Platform" means the software and hardware platform that provides a means to use the Services and other cloud resources of the Platform.

"Quotas" means the organizational limitations on usage of the Services that QXIP establishes for each Customer individually depending on the quantity of Services ordered and used by Customer. Information on Quotas is available in the Management Console.

"Services" means cloud services or software products (including associated APIs) that allow the use of certain categories of Platform resources. A full list of available Services is posted on the Site.

"Services Period" means the period of use defined in Your Order.

"Site" means a website available online at https://gigapipe.com/ as may be updated by QXIP from time to time.

"Statistics" means electronic data of QXIP's automated record systems which contain information on the quantity of Services used, Service fees and other information relating to use of the Services available in the Management Console.

"Trial Period" means the period during which Customer is entitled to test the Services and investigate their options.

"User" means any individual or entity that directly or indirectly through Customer accesses or uses Services under Customer's account: (a) accesses or uses your Content; or (b) otherwise accesses or uses the Services under your account.