IPXO Universal Terms of Service
Version 2.0 – effective from September 1, 2025.
You can view the Terms of Service effective until August 31, 2025 here.
1. OVERVIEW
These IPXO Universal Terms of Service (“Terms”) contain the terms and conditions that govern the access to and use of the Platform and the Services (as defined below) and is an agreement between the respective IPXO Contracting Party and the Client. The Agreement takes effect when you electronically accept the Agreement by clicking an “I Accept” button or check box presented with these terms or, if earlier, when you use the Platform or any of the Services (“Effective Date”). You represent to us that you are lawfully able to enter into contracts, and if you are entering into the Agreement for a corporate entity, such as the company you work for, you represent to us that you have legal authority to bind that corporate entity to the terms and conditions of this Agreement.
2. DEFINITIONS AND INTERPRETATION
2.1 Capitalized terms have the meanings set out below or further in the Agreement.
“Account Country” is the country associated with the Client’s tax registration. If you have not provided a valid Client’s tax registration, then your Account Country is the country where the Client’s corporate entity is registered.
“Agreement” means, collectively: (a) any Order; (b) these Terms; (c) the ServiceSpecific Appendices; and (d) all Policies, each as amended from time to time.
“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where “control” means ownership of >50 % of the voting interests.
“AUP” means the Acceptable Use Policy set out in Appendix D.
“Business Day” means any day other than Saturday, Sunday, or a public holiday in the country of IPXO incorporation.
“Client” means, collectively, IP Holder, IP Lessees, and any other business customer that accesses or uses the Platform or the Services.
“Client Account” (or “Account”) means the dedicated administrative profile created for the Client on the Platform, identified by unique credentials, through which the Client configures Services, manages IP Numbers, adds authorized Users, and views billing information.
“Confidential Information” has the meaning given in Clause 15.
“Fees” means all amounts payable by the Client under this Agreement.
“IP Holder” means an entity that has been granted allocation rights in and to the IP Numbers or has the right to lease IP Numbers and has appointed IPXO as a commercial agent to market and lease such IP Numbers.
“IP Numbers” means the series of IPv4 or IPv6 addresses.
“IP Lessee” means any legal entity that leases IP Numbers via the Platform.
“IPXO”, “we”, “us”, or “our” means IPXO Contracting Party based on your Account Country.
“IPXO Contracting Party” means the party identified in the table in Clause 20 (IPXO Contracting Party) below, based on your Account Country. If you change your Account Country to one that is identified with a different IPXO Contracting Party, you agree that the IPXO Contracting Party identified with your new Account Country is your IPXO Contracting Party, without any further action required by either party.
“Order” means an electronic or paper ordering document, quote, or checkout flow issued by IPXO and accepted by the Client.
“Platform” means IPXO’s proprietary online portal and API located at https://www.ipxo.com and successor sites.
“Policies” means the AUP and any other policy, guideline, or document made available by IPXO and referenced in the Agreement.
“RIR” means a Regional Internet Registry, which manages the allocation and registration of the Internet Numbers within a particular region of the world, currently including:
- African Network Information Centre (AfriNIC);
- American Registry for Internet Numbers (ARIN)f;
- Asia-Pacific Network Information Centre (APNIC);
- Latin America and Caribbean Network Information Centre (LACNIC), and
- Réseaux IP Européens Network Coordination Centre (RIPE NCC).
“Services” means any service provided by IPXO through the Platform.
“You” or “your” means the Client and its Users.
“User” means the Client’s authorized employee or contractor who sets up the Client Account or has access to the Client Account.
2.2 Interpretations. The headings used in the Agreement are for convenience only and will not affect in any way the meaning or interpretation of the Agreement. In the event of any claimed conflict, omission, or ambiguity in the Agreement, no presumption or burden of proof or persuasion will be implied by virtue of the fact that the Agreement was prepared by or at the request of a particular party. The Agreement will be interpreted equally for both parties and not against the party that drafted it. Whenever the context requires, the gender of all words will include the masculine, feminine, and neuter, and the number of all words will include the singular and plural. “Including” and similar expressions will mean “including without limitation”, and references to days are to calendar days unless stated otherwise.
3. SERVICES
3.1 B2B Services only. The Services are provided solely to business users and are not subject to consumer protection laws.
3.2 Access to the Platform and the Services. Subject to your acceptance of and compliance with the Agreement (including all payment obligations), IPXO grants you access to the Platform and the Services available through the Platform. We offer a variety of online Services through the Platform whereby (i) the IP Holder may list their available IP Numbers for IPXO to lease them to the IP Lessees in an effort of optimizing and realizing the value of such IP Numbers, (ii) the IP Lessee may search for the available IP Numbers that meet the requirements of the IP Lessee, lease and manage them, (iii) the Client may utilize the functionalities of the Advanced Public IP Address Management Solution (“Next-Gen IPAM”), (iv) the Client may utilize other functionalities of the Platform and Services specified in the Platform. Additionally, IPXO may provide you with certain bespoke professional online or offline Services.
3.3 Ordering of Services. All Services applicable to the Client will be (i) ordered by you through the Client Account on the Platform or (ii) mutually agreed to and set forth in one or more mutually executed Orders which reference this Agreement. Confirmation of the Order placed through the Client Account will be sent to the email address on file of the Account.
3.4 License Granted. Subject to the terms and conditions of the Agreement, IPXO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and the Services in accordance with the terms of the Agreement and applicable Order for your internal business purposes. You shall have no right to download (other than page caching) or modify the Platform or any portion thereof, except with IPXO’s express written consent. This license does not include any resale or commercial use of the Platform or Services, including without limitations, (i) its contents, (ii) any collection and use of any IP Numbers listings or prices, (iii) any derivative use of the Platform and Services, including its contents, (iv) any downloading or copying of Account information for the benefit of another user, or (v) 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 IPXO’s express written consent.
3.5 Ownership. IPXO owns all right, title, and interest in and to the Platform and all Services, and all software, tools, materials, specifications, ideas, concepts, inventions, processes, techniques, know-how, deliverables, and work product used or developed by IPXO in connection with its performance of the Services. In the event you provide IPXO with any feedback or suggestions related to the Services, you grant IPXO a royalty-free, fully-paid-up, perpetual, irrevocable right and license to use such feedback or suggestions for any lawful purposes, including without limitation incorporating such feedback or suggestions into the Services.
3.6 Maintenance. IPXO shall continuously maintain the Platform and the Services. Such maintenance shall include providing to you at no additional charge (i) all updates, bug fixes, enhancements, new releases, new versions, and other improvements to the Platform that IPXO provides to its other similarly situated clients and (ii) all such services and repairs as are required to maintain the Platform or are ancillary, necessary, or as otherwise related to your access to or use of the Platform.
3.7 Subcontractors. IPXO shall have the right to subcontract all or any portion of the Services to be provided under the Agreement to the Client. Any subcontract granted or entered by IPXO shall not relieve IPXO from any of its obligations under this Agreement, and any act or omission by a subcontractor of IPXO shall be deemed an act or omission by IPXO hereunder.
4. AVAILABILITY OF SERVICES
4.1 Subject to the terms and conditions of the Agreement, IPXO shall use commercially reasonable efforts to attempt to ensure that the Platform is operational at all hours.
4.2 You acknowledge and agree that from time to time, the Platform may be inaccessible or inoperable for any reason including, but not limited to, (i) equipment malfunctions, (ii) periodic maintenance, repairs, or replacements that we undertake from time to time, or (iii) causes beyond our reasonable control or that are not reasonably foreseeable, including without limitations, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures or circumstances.
4.3 IPXO will be responsible for coordinating all incident isolation, testing, and repair work relating to any IPXO infrastructure needed to carry out the Services. During the incident isolation and troubleshooting process, IPXO will communicate incident resolution progress with you and escalate its problem resolution efforts based on whether the problem is critical or not. IPXO will proactively inform you when an issue or condition arises that may potentially cause problems and provide an estimated time of resolution.
4.4 You acknowledge and agree that IPXO has no control over the availability of the Platform on a continuous or uninterrupted basis and that IPXO takes no liability to you or any other party with regard thereto.
4.5 IPXO will provide you with free access to its technical support staff for the Platform-related queries.
4.6 IPXO provides technical support for critical issues—such as IP hijacking, Platform errors, or system malfunctions—every day of the week. IPXO will acknowledge and begin handling such issues within eight (8) business hours, counted during the support team’s operating hours: 8:00 AM to 10:00 PM EET/EEST.
5. USE OF SERVICES
5.1 Compliance Requirements. You shall, and shall procure, as applicable, Client’s customers directly or indirectly benefiting from the Client’s use of the Services, to:
5.1.1 use the Services in compliance with the terms and conditions of the Agreement;
5.1.2 comply with the Acceptable Use Policy set out in Appendix D;
5.1.3 comply with the requirements of all applicable local, state, federal, national, and international laws and regulations;
5.1.4 comply with all regulations, policies, procedures, and requirements of networks connected to the Services;
5.1.5 comply with Internet laws, regulations, policies, and procedures;
5.1.6 comply with RIRs’ regulations, policies, and procedures;
5.1.7 use commercially reasonable efforts to prevent unauthorized access to or use of the Platform and the Services, and notify IPXO promptly in accordance with the requirements of the Agreement and applicable laws and government regulations.
5.2 Prohibited Use. You shall not, and shall procure, as applicable, Client’s customers directly or indirectly benefiting from the Client’s use of the Services, not to:
5.2.1 make the Platform available, or transfer or grant access to the Account to any third party without the written consent of IPXO;
5.2.2 sell, resell, rent, or lease the Platform;
5.2.3 interfere with or disrupt the integrity or performance of the Platform;
5.2.4 attempt to gain unauthorized access to the Platform or any related systems, software, or networks;
5.2.5 circumvent any technical or security measures used to provide the Platform and the Services;
5.2.6 use the Services to attempt to gain unauthorized access to other computer systems;
5.2.7 transmit through the Services any unlawful, harassing, libelous, abusive, threatening, or harmful content or language of any kind or nature;
5.2.8 transmit through the Services 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;
5.2.9 interfere with any third party’s use and enjoyment of Services or similar services;
5.2.10 use the Services for illegal purposes;
5.2.11 use or view the Platform to create a product or service that is competitive with the Platform.
5.3. Monitoring. We shall have the right (but not the obligation) to monitor your use of the Platform and the Services to confirm your compliance with the terms of the Agreement, it being understood that such monitoring shall not require any additional information or efforts by you and shall not interfere with your use of the Platform and Services.
6. ACCOUNT
6.1 The Platform is intended solely for use by legal entities acting in the course of business. Consumers are expressly prohibited from registering and using the Platform and the Services.
6.2 To access the Platform or use some of the Services, you will have to create, access, and use the Client Account on the Platform. Credentials. You are obliged to provide and keep true, accurate, up-to-date, and complete data in the Account (“Access Data”).
6.3 You must maintain unique credentials and multi-factor authentication (MFA) for each User. Credentials are personal and non-transferable.
6.4 We conduct a basic Know Your Customer (KYC) process to verify the identity of the Client and Access Data. This process may involve collecting and verifying certain personal and company information provided by you. While we endeavor to verify the Client’s identity to the best of our ability using the information provided, the KYC process is limited in scope and may not guarantee the absolute accuracy or authenticity of the details provided by the Client and the Users.
6.5 We do not take any liability or responsibility for your failure to receive any notifications stipulated in this Agreement if such failure results from inaccurate Access Data provided by you.
6.6 If we have reason to believe that Access Data is untrue, inaccurate, out-of-date, or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate the Account.
6.7 You are solely responsible (to IPXO and others) for all the activities, including any new Services ordered, that occur under the Client Account by a user using a login belonging to you, whether authorized by you or not.
6.8 You shall keep Access Data, including User number/login, password, and Payment Method(s). You shall inform IPXO immediately of any breach of security or unauthorized use of your Access Data or the Account. You are liable to us for the abuse of your access to the Platform and Orders placed within the Platform. We shall not be liable for any loss you may incur due to any unauthorized use of the Access Data or the Account. IPXO is entitled to temporarily suspend your access to the Platform and exclude you from using the Services if IPXO, acting reasonably, deems that there are indications of abuse of the Access Data. Your access will be restored as soon as such suspicion has been removed and/or additional security measures (e.g., change of the Access Data) have been implemented.
6.9 Account Non-Assignable. Save as otherwise provided in the Agreement, the Client Account is not assignable, inheritable, or transferable by operation of law or otherwise unless agreed by IPXO in writing.
7. TRANSFER OF DATA ABROAD
7.1 You acknowledge and agree that if you are visiting the Platform from a country other than the country in which IPXO’s servers are located, your communication with IPXO may result in the transfer of information (including Access Data) across international boundaries.
8. MODIFICATIONS
8.1 IPXO reserves the right to modify the Agreement (including PXO’s policies, Platform, and the Services) from time to time (“Modifications”). IPXO will provide information about such Modifications within a reasonable period (but not less than thirty (30) days before the change is scheduled to take effect). The Modification will become effective upon posting on IPXO’s website or notifying the Client by email or through the Account. You acknowledge and agree that your use of the Platform and any Service after the effective date of such Modifications shall constitute your acceptance of the Modifications, and such modified terms will supersede and replace all earlier versions. If you disagree to be bound by the Agreement as last revised with Modifications, you shall not use (or continue to use) the Services. It is your responsibility to check IPXO’s website and the Platform regularly for any Modifications.
8.2 In the event that a Modification materially and adversely (i) impacts or degrades the Services or (ii) affects your justified interests, whereby you can be no longer reasonably expected to adhere to the amended Agreement, you, after describing such impact in writing, in detail, may terminate the Agreement in writing before the announced Modifications are scheduled to take effect.
9. FEES AND PAYMENTS
9.1 Free Services. If you order certain Services clearly indicated as “Free” (on an Order) or otherwise agreed upon by the Parties (“Free Services”), IPXO retains the right to charge Fees for any such Free Services at a later date by providing at least thirty (30) days advanced written notice to you.
9.2 Fees. You shall pay IPXO all prices, fees, and charges due for the Services ordered or obtained and the IP Numbers leased (“Fees”) at the time you order the Services. The next day after the payment is overdue, IPXO may permanently terminate the Services (respective Order), and IPXO shall not be responsible for any service disruption resulting from the Service termination.
9.3 No deduction or withholding. All amounts payable by you under the Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding.
9.4 Additional Fees. IPXO reserves the right to charge you reasonable administrative, processing, abuse management, cancelation, or penalty fees (“Additional Fees”) for (a) tasks IPXO may perform outside the normal scope of the Services, (b) additional time and/or costs IPXO may incur in providing its Services, and/or (c) your non-compliance with the Agreement, including Acceptable Use Policy, as determined by IPXO in its sole and absolute discretion. Typical administrative or processing fee scenarios include but are not limited to (i) your issues with the Services that require additional personal time or attention; (ii) recouping any costs and fees incurred by IPXO as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor, or (iii) fees arising from management or handling of the complaints related to the alleged violations of the Acceptable Use Policy. Terms and conditions of this Agreement applicable to or with respect to the Fees shall, mutatis mutandis, apply to Additional Fees as well.
9.5 Currency. All Fees and other pricing information are quoted on the Platform in United States Dollars (USD) for consistency and reference purposes only. Where applicable, IPXO Contracting Party shall convert the USD-denominated amounts and issue invoices to you or pay you in the currency supported by IPXO Contracting Party as specified in Clause 20 (IPXO Contracting Party) using a foreign exchange rate determined in accordance with this clause. The applicable exchange rate may be based either on (i) the daily commercial exchange rate published by a reputable source (such as the European Central Bank or IPXO’s primary banking provider) on the invoice issuance date, or (ii) a fixed monthly or periodic rate reasonably determined by IPXO in line with market averages. The applicable exchange rate may include a minor buffer to account for currency fluctuation and transaction costs. IPXO shall make reasonable efforts to ensure the exchange rate used is fair, commercially reasonable, and consistent with market practice. You acknowledge and accept that due to FX market volatility, the invoiced amount in a currency other than USD may vary from previous billing periods, even where the USD price remains unchanged. IPXO shall not be liable for any exchange rate differences or FX losses incurred by you, and the invoiced amount in a currency other than USD shall be payable in full in accordance with the payment terms set out in the Agreement. The total amount due for payments submitted with a credit card issued in a territory other than the territory of the IPXO Contracting Party may depend upon applicable foreign exchange rates, taxes, and fees applied by your bank or credit card issuer, which you shall cover at your cost.
9.6 Change of Fees. IPXO expressly reserves the right to change or modify the Fees at any time, and such changes or modifications shall be posted on the Platform and effective immediately for all new Orders without a need for further notice to you. If you purchased the Service for a specific period (e.g., for a month or year), changes to the Fees shall come into effect when the Service in question comes up for renewal.
9.7 Payment Methods. Except as restricted in specific Order, you may pay the Fees for the Services by utilizing any of the following payment methods: (a) by providing a valid credit card, (b) by using PayPal (as further detailed below), (c) by wired transfer, or (d) by any other payment method acceptable to IPXO from time to time (each a “Payment Method”). By adding a Payment Method to the Account, you authorize IPXO and its third-party payment processing service providers to process automatic transactions from your Account using the Payment Method and, as applicable, reserve the amount of the applicable Fees on your Payment Method, and charge the Payment Method for the applicable Fees upon the relevant due date, as indicated in this Agreement or applicable Order. Payments are generally charged in advance of the applicable Service period. Thus, the Payment Method on file must be kept valid and up to date if you have any active Services. It is your responsibility to create, manage, update, and terminate Payment Methods on your Account. Your failure to do so may result in the interruption or loss of the Services, and IPXO shall not be liable to you or any third party regarding the same. IPXO makes no guarantees that IPXO will request or receive updated Payment Method (e.g., credit card) information.
9.8 Pay by PayPal. You may pay for the Services using PayPal. You acknowledge and agree that (a) 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 (b) in such event, neither PayPal nor IPXO shall be liable to you or any third party regarding the same. If, for any reason, PayPal is unable to withdraw the total amount owed for your purchase, you agree that PayPal and IPXO may pursue all available lawful remedies to obtain the payment. You agree that if the transaction is returned unpaid, you shall 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 selecting the PayPal payment option, you authorize a debit of the total amount of your purchase from your PayPal account or PayPal funding source.
9.9 Payment Method Failure. If for any reason IPXO is unable to charge your selected Payment Method for the total amount owed for the Services, or if IPXO receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any Fee it previously charged to the Payment Method, IPXO shall have a right to pursue all available lawful remedies in order to obtain the payment, including without exceptions, to immediate cancellation, without notice to you, of any Services registered or renewed on your behalf.
9.10 Fees Non-Refundable. Unless otherwise explicitly provided for in the Agreement or applicable Order, payment obligations are non-cancelable, and all Fees are non-refundable in all respects, even if the Services are suspended, terminated, or transferred prior to the end of the Services term.
9.11 Refunds. The Client acknowledges and agrees that the payment provider and/or individual issuing bank associated with the 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 an entire billing cycle, or longer. IPXO has absolutely no control over when the refund will be applied toward the Payment Method’s available balance. In the event that a refund is issued to the Payment Method and the payment provider, payment processor, or individual issuing bank associated with the 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 IPXO, in its sole and absolute discretion, reserves the right to issue the refund in the form of an in-store credit. IPXO also has the right, but not the obligation, to offer an in-store credit for the Client seeking a refund, even if there are no limitations on refunds imposed by the Payment Method.
9.12 Taxes. The Fees exclude, and you will be solely responsible for, Value Added Tax, Goods and Services Tax, as well as all sales, use, excise, withholding, and any other similar taxes, duties, and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on IPXO’s income) based on the country of Client’s billing address. In the event Client is subject to withholding taxes, Client shall gross up its payment to IPXO such that IPXO receives the total amount listed in the applicable invoice.
9.13 Chargebacks, reversals, and retrievals. Chargebacks are not considered an acceptable form of refunding. All payment refunds shall be requested in accordance with the refund provisions instead of issuing a chargeback or opening a transaction dispute. If a chargeback is initiated without valid cause or contrary to this Agreement, and such chargeback is later resolved in IPXO’s favor, IPXO reserves the right to immediately suspend or terminate the Client’s Accoun. ;For every instance of chargeback or any other form of transaction retrieval, you agree to pay a USD 50 administration fee to IPXO. To restore the Services that were suspended due to a chargeback, a reversal, or retrieval, you shall make sure that all chargebacks, reversals, and/or retrievals would be withdrawn and the above-mentioned administration fee and any financial mismatch caused by the chargebacks, reversals and/or retrievals are fully covered by you.
9.14 Late Payment and Interest. If any amount payable by the Client under this Agreement is not received by IPXO by the applicable due date, such amount shall be deemed overdue and shall accrue interest from the due date until the date of actual payment. Interest shall accrue on the overdue amount at a rate of 0.05% per day, or the maximum rate permitted by applicable law, whichever is lower. Interest shall be calculated daily and compounded monthly. In addition, IPXO shall be entitled to recover any reasonable costs (including legal fees and third-party collection agency costs) incurred in recovering overdue amounts. The accrual or payment of interest under this clause shall not limit IPXO’s rights to suspend Services, terminate the Agreement, or pursue any other legal remedies available.
10. REPRESENTATIONS AND WARRANTIES
10.1 Mutual Representations and Warranties. Each IPXO and the Client represents and warrants that: (a) it is an entity in good standing in the jurisdiction in which it is registered; (b) it has full right, power, and authority to enter into the Agreement and to bind itself to the terms and conditions herein, and that it is not a party to any other agreement that conflicts with its ability to enter into the Agreement; (c) it is solely responsible for obtaining and maintaining any consents, approvals, rights, and licenses necessary for the Client to utilize the Services; and (d) it will comply with all applicable federal, state, and local laws and regulations in respect to its performance of its obligations hereunder.
10.2 IPXO Representations and Warranties. IPXO further represents and warrants that the Services, with the express exception of the Free Services, and the Platform and its functionality will not be materially degraded during your use of the Services and the Platform. IPXO will implement and maintain an information security program that is reasonably designed to (a) ensure the security, integrity, and confidentiality of your Confidential Information; (b) protect against anticipated threats or hazards to the security or integrity of your Confidential Information; and (c) protect against unauthorized access to or use of your Confidential Information.
10.3 Your Representations and Warranties. You further represent and warrant that you are solely responsible for obtaining and maintaining any consents, approvals, rights, and licenses necessary for IPXO to use, as permitted hereunder, the Client Services Data (as defined below).
10.4 WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND, TO THE EXTENT LEGALLY PERMISSIBLE, IPXO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY SERVICES, OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (E) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IPXO OR THROUGH OR FROM THE PLATFORM AND THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. LINKS TO THIRD-PARTY WEBSITES
11.1 The Platform may contain links to third-party websites that are not owned or controlled by IPXO. IPXO does not investigate, monitor, or check for accuracy, appropriateness, or completeness, or censor or edit the content of any third-party websites.
11.2 IPXO is not responsible for the content, terms and conditions, privacy policies, or practices of any third-party websites.
11.3 Any purchases made through third-party websites will be through other websites and from different companies, and IPXO takes no responsibility whatsoever in relation to such purchases. You agree and acknowledge that IPXO does not endorse the products or services offered on third-party websites, and you shall hold IPXO blameless for any harm caused by your purchase of such products or services.
12. TERM AND TERMINATION
12.1 Term. The term of this Agreement will commence on the Effective Date and continue for as long as there is at least one Order in effect, unless earlier terminated as provided herein (the “Term”).
12.2 Termination by IPXO. IPXO may terminate your access to the Platform and all your Orders if you breach any material provision of the Agreement and do not cure such breach within fourteen (14) days following written notice to you.
12.3 Termination by Client. You may terminate the Order if IPXO breaches any material provision of the Agreement with respect to such Order and does not cure such breach within fourteen (14) days following your written notice to IPXO.
12.4 Termination of Order. In addition to other grounds provided for in the Agreement, IPXO shall have the right to terminate the Order immediately if you breach the provisions of Clause 5 (Use of Services).
12.5 Effect of Termination. Unless otherwise provided in the Agreement, the termination or expiration of an Order shall not automatically terminate the Agreement, but the termination of the Agreement shall automatically terminate all Orders. In the event of the expiry or termination of the Agreement, any terms of the Agreement that by their nature extend beyond its expiration or termination, including the terms and conditions set forth in Clauses 9 (Fees and Payments), 10 (Representations and Warranties), 14 (Client Information), 15 (Confidentiality), 16 (Indemnification) and 17 (Limitation of Liability), shall, by their nature, survive such termination and remain in effect until fulfilled.
12.6 Requirements Upon Termination. Upon termination of an Order for any reason, (a) the Client shall promptly pay to IPXO all outstanding amounts due, and (b) all rights granted by IPXO under such Order shall cease, and the Client shall immediately cease all use of the Platform and the Services under such Order.
13. OTHER ENFORCEMENT RIGHTS
13.1 IPXO reserves the right in its sole discretion and without limiting other remedies, sole discretion and without limiting other remedies, limit or suspend, your Account and your access to the Platform, remove any special status associated with your Account, 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 and Services if you violate the Agreement.
13.2 IPXO may contact you prior to taking any actions specified in Clause 13.1 in an attempt to stop and avoid further adverse actions carried out by you or third parties in relation to the Services purchased by you. You shall act immediately after receiving a notice from IPXO and take the necessary action. IPXO may specify a timeframe for you to restore compliance with this Agreement.
14. CLIENT INFORMATION
14.1 Client Platform Data. All your data uploaded into the Platform by or on behalf of Client or the Users (“Client Platform Data”) is, as between you and us, owned by you. You are solely responsible for the content of Client Platform Data.
14.2 Client Services Data. All data and information, including Client Platform Data, that you provide or make available to IPXO or that IPXO learns or collects in connection with its provision of the Services to you, whether or not provided to IPXO directly through the Platform or through communications with IPXO’s personnel (collectively, “Client Services Data”), is, as between you and us, owned by you.
14.3 IPXO’s Use of Client Services Data. You acknowledge and agree that IPXO’s access to and use of Client Services Data and similar content from IPXO’s other clients is an integral and necessary part of IPXO’s provision of Services to you and similar services to IPXO’s other clients. Therefore, you grants IPXO a non-exclusive, perpetual, irrevocable (other than for IPXO’s uncured breach), fully paid-up right and license to access, reproduce, create derivative works, distribute, and use the Client Services Data solely for the purposes of providing the Services to you and providing similar services to IPXO’s other clients, improving the Services and IPXO’s services generally, and to fulfill its obligations otherwise and exercise its rights under the Agreement, provided, however, that (i) when disclosing any Client Services Data to IPXO’s other clients, IPXO will not specifically identify you or any of Client’s personnel by name; and (ii) Client Services Data will be anonymized, de-identified, and/or aggregated. Notwithstanding the foregoing, you agree that IPXO may provide your and Client’s personnel’s business contact information, including names and email addresses, to IPXO’s other clients and business partners for the purpose of facilitating potential transactions between you and such parties.
15. CONFIDENTIALITY
15.1 Confidential Information. From time to time during your access and use of the Platform and the Services, IPXO or you (as the “Discloser”) may disclose or make available to the other party (as the “Recipient”) certain non-public information, including with respect to the Discloser’s business affairs, confidential intellectual property, products, services, research, developments, designs, financial or pricing information, customers, or the terms of the Agreement, whether orally or in written, electronic or other form or media, in each case that is marked confidential or should otherwise reasonably be understood to be confidential in light of the nature of the information and circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence by the Recipient: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Recipient or any of its employees, contractors or agents; (b) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Recipient or its employees, contractors or agents before being disclosed by or on behalf of the Discloser; or (d) was or is independently developed by the Recipient without reference to or use, in whole or in part, of any of the Discloser’s Confidential Information.
15.2 Obligations. The Recipient shall: (i) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to an entity controlled by, controlling, or under common control with the Recipient (the “Affiliate”) and Recipient’s and its Affiliate’s employees, contractors and agents (each, the “Recipient’s Representative”) who need to know the Confidential Information to assist the Recipient or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Recipient shall be responsible for any breach of this Section caused by any of the Recipient’s Representative. At any time during or within thirty (30) days after the Term, and at the Discloser’s written request, the Recipient will promptly return to the Discloser all copies, whether in written, electronic, or other form or media, of the Discloser’s Confidential Information or, at the Recipient’s election, destroy all such copies and confirm in writing to the Discloser that such Confidential Information has been destroyed; provided, however, the Recipient may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law. Notwithstanding the foregoing in this Clause or anything to the contrary elsewhere in the Agreement, you acknowledge and agree that IPXO may retain, use, and disclose your Confidential Information consisting of Client Services Data during and after your access and use of the Platform and the Services solely in accordance with Clause 14.3 of these terms.
15.3 Injunctive Relief. In addition to all other remedies available at law, the Discloser may seek equitable relief (including injunctive relief) against the Recipient to prevent the breach or threatened breach of this Section and to secure its enforcement. In the event the Recipient is required to disclose the Discloser’s Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, then the Recipient may disclose such Confidential Information, so long as the Recipient (to the extent not legally prohibited) gives reasonable advance notice to the Discloser in advance of such disclosure, seeks confidential treatment of such information from the entity to which the disclosure is made, and discloses only that information which is legally required to be disclosed.
15.4 Data Protection. IPXO shall maintain, use, and process any relevant data in compliance with its Privacy Policy, available at https://www.ipxo.com/privacy-policy/, which is hereby incorporated and made part of the Agreement.
16. INDEMNIFICATION
16.1 IPXO Indemnification. IPXO shall defend and hold harmless the Client and its Affiliates, and the respective officers, directors, employees, and agents of the foregoing entities (the “Client Indemnified Parties”) from and against any third party action, claim, suit, demand, cause of action, or proceeding (each, a “Claim”) brought against the Client Indemnified Parties to the extent that the Claim is based upon (a) an allegation that the Platform or the Services (other than any Free Services), when used by the Client Indemnified Parties as permitted hereunder, infringes any third party patent, copyright, or trademark; or (b) IPXO’s gross negligence or willful misconduct, and indemnify the Client Indemnified Parties against all reasonable outside attorney’s fees incurred by and damages finally awarded or settled against the Client Indemnified Parties in such Claim. In the event the Platform is enjoined, or in IPXO’s reasonable opinion, is likely to be enjoined, IPXO shall do one of the following, at its discretion: (i) procure for Client the right to continue using the Platform, (ii) modify or replace the Platform such that it is non-infringing but functionally equivalent, or (iii) terminate the applicable Order and provide to Client a prorated refund of any prepaid, unused Fees as of the termination date. The foregoing states the Client’s exclusive remedy and IPXO’s sole liability with respect to an infringement Claim under Clause 16.1(a) herein. All obligations contained in this Agreement shall extend to and be binding upon the parties to the Agreement and their respective successors, assigns, and designees.
16.2 Client Indemnification. Client shall defend, and hold harmless IPXO and its Affiliates, and the respective officers, directors, employees, and agents of the foregoing entities (the “IPXO Indemnified Parties“) from any Claim brought against the IPXO Indemnified Parties to the extent the Claim is based upon (a) Client’s or its Users’ use of the Platform or the Services; (b) an allegation that Client or its Users violate of any provision of the Agreement or the policies or agreements that reference the Agreement; (c) an allegation that the Client, its Users or any Client Services Data, when used by the IPXO Indemnified Parties as permitted hereunder, infringes, misappropriates, or otherwise violates the rights, including intellectual property rights, of any third party, or violates the terms of any agreement between Client and any third party; or (d) Client’s or its Users’ alleged gross negligence or willful misconduct, Client shall indemnify the IPXO Indemnified Parties against all reasonable outside attorney’s fees incurred by and damages finally awarded or settled against the IPXO Indemnified Parties in such Claim.
16.3 Indemnification Procedure. The obligations provided in this Clause 16 are conditioned on the party seeking indemnity (“Indemnified Party”) (a) providing prompt written notice of the Claim to the party from whom indemnification is sought (“Indemnifying Party”), (b) providing the Indemnifying Party sole control of the defense and settlement of the Claim including a selection of counsel (it being understood that the Indemnifying Party shall not settle any Claim where such settlement attributes culpability to the Indemnified Party or imposes any liability upon the Indemnified Party, without the Indemnified Party’s prior written consent), and (c) providing the Indemnifying Party all reasonable assistance requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense of the Claim at its own expense.
17. LIMITATION OF LIABILITY
17.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT IPXO, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU IN CONNECTION TO THE AGREEMENT FOR ANY LOST PROFITS OR REVENUES OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
17.2 EXCEPT WITH RESPECT TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, THE PARTY’S PAYMENT OBLIGATION, THE PARTY’S INDEMNIFICATION OBLIGATION SET FORTH IN CLAUSE 16, PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN CLAUSE 15, OR CLIENT’S BREACH OF THE LICENSE GRANTED HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL AMOUNT OF IPXO FEES PAID OR PAYABLE BY CLIENT UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS. THE FOREGOING SHALL NOT LIMIT THE CLIENT’S UNDISPUTED PAYMENT OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL IPXO’S LIABILITY TO THE CLIENT ARISING OUT OF OR RELATED TO THE FREE SERVICES OR THE CLIENT’S USE OR INABILITY TO USE THE FREE SERVICES EXCEED USD 100 (ONE HUNDRED US DOLLARS). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
17.3 UNDER NO CIRCUMSTANCES SHALL IPXO’S LIABILITY UNDER THE INDEMNIFICATION OBLIGATION SET FORTH IN CLAUSE 16 AND THE CONFIDENTIALITY OBLIGATION SET FORTH IN CLAUSE 15 EXCEED (FOR ANY AND ALL CLAIMS) (I) USD 50,000 (FIFTY THOUSAND US DOLLARS), OR (II) THE TOTAL AMOUNT OF IPXO FEES PAID OR PAYABLE BY CLIENT UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS, WHICHEVER IS HIGHER.
17.4 Basis of the Bargain. You acknowledge and agree that the limitations of liability set forth in this Clause 17 shall survive and continue in full force and effect despite any failure of consideration or an exclusive remedy. You acknowledge that all Fees have been set and the Agreement entered into in reliance upon such limitations of liability and that all such limitations form an essential basis of the bargain between you and IPXO.
18. EXPORT CONTROL AND SANCTIONS
18.1 Each party undertakes not to disclose or transmit information, sell, resell or export goods or technology, directly or indirectly, to any destination and/or legal entity or natural person if such transmission, sale, or export would be prohibited pursuant to applicable Sanctions. “Sanctions” shall mean any national and/or international (including but not limited to the trade, economic, or financial) sanctions laws, regulations, embargoes, or restrictive measures imposed by the competent governments, authorities, or bodies of the United Nations, the United States of America, the United Kingdom, or the European Union.
18.2 You shall, upon request by IPXO, promptly provide IPXO with any information pertaining to the Client’s business partner(s) or end-user(s), the particular destination, and the intended end-use of IPXO’s technology. Furthermore, you shall be obliged to provide IPXO with written notice immediately in case the Client, its Users, its Board of Directors, or Executive Management become listed on any lists of sanctioned entities or natural persons, as adopted by the competent governments, authorities, or bodies of the United Nations, the United States of America, the United Kingdom, or the European Union. Subject to the applicable Sanctions, IPXO may restrict, temporarily suspend, or terminate your access to the Platform and the Services.
19. GENERAL PROVISIONS
19.1 Assignment. Neither the Agreement nor any of the rights and licenses granted under the Agreement or any Order may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign the Agreement and all Orders upon written notice without the other party’s consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign the Agreement will be null and void ab initio. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
19.2 Notices. Any notice required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered personally; delivered by reputable overnight courier; mailed by first-class, registered or certified mail, postage prepaid to the address set forth in the Order; or by email: (i) in the case you receiving notice, to the email you specified in the Account or the applicable Order; and (ii) in the case of IPXO receiving notice, to [email protected]. In addition, IPXO may broadcast notices or messages through the Platform to inform you of Modifications, changes in Fees, or other matters of importance; such broadcasts shall constitute notice to you. Where the Agreement requires a party to provide notice or take action through the Platform (including lease terminations, Lease Configuration changes), such notice or action shall be valid and effective only if delivered through the Platform’s designated functionality or interface.
19.3 Publicity. IPXO may use the Client’s name in its customer lists and disclose that the Client is a client of IPXO. Any other uses of Client’s name or logo require Client’s prior written consent (e-mail sufficient) in each instance.
19.4 Governing Law. The Governing Laws specified in Clause 20 (IPXO Contracting Party), without reference to conflict of law rules, govern the Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
19.5 Disputes. Any dispute or claim relating in any way to your use of the Platform and Services will be adjudicated in the Governing Courts specified in Clause 20 (IPXO Contracting Party), and, except where applicable law prohibits such exclusivity, you consent to exclusive jurisdiction and venue in the Governing Courts, subject to the additional provisions below.
19.6 Class Action/Jury Trial Waiver. REGARDLESS OF WHETHER THE PLATFORM HAS BEEN USED FOR PERSONAL OR COMMERCIAL PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU ACKNOWLEDGE AND AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
19.7 Force Majeure. Neither party shall be responsible for delay or failure in performing obligations under the Agreement resulting from the occurrence of an event beyond the control of such party (“Force Majeure”). Such Force Majeure events include but are not limited to lightning, flood, hurricane, tornado, fire, war, terrorism, decisions or omissions of authorities, and new legislation. Any party that wishes to invoke an event as set forth above will notify the other party of the occurrence of the Force Majeure event. Should the Force Majeure event continue for more than thirty (30) days, the party claiming the Force Majeure event will have the right to terminate the Agreement with immediate effect by giving written notice to the other party. Termination due to Force Majeure shall not affect any accrued rights or payment obligations incurred prior to the effective date of termination.
19.8 No Partnership. Save otherwise explicitly provided in the Agreement, the relationship between you and IPXO is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship.
19.9 Severability. If any provision of the Agreement is found to be unenforceable and/or contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect.
19.10 Waiver. No failure or delay on the part of any party in exercising any right or remedy provided in the Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right or remedy hereunder preclude further exercise of any other right or remedy hereunder.
19.11 Entire Agreement. The Agreement is the entire agreement between you and us regarding the subject matter of the Agreement. The Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of the Agreement. None of the parties will be bound by any term, condition or other provision that is different from or in addition to the provisions of the Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete.
19.12 Hierarchy. In the event of any conflict between the terms of the terms of the Agreement, the order of precedence shall be as follows: (i) Order, (ii) Service-Specific Appendices, (iii) these Terms, and (iv) any other terms, policies, and agreements referenced to by the Agreement.
20. IPXO Contracting Party
| IPXO Contracting Party | Account Country | Governing Laws | Governing Courts | Supported Currency |
| IPXO, UAB Registered address: A. Juozapaviciaus av. 139A-74, LT-45267 Kaunas, Lithuania Company code: 307097001 | For IP Holders – N/A. For all Clients other than IP Holders – the countries of the European Economic Area (EEA), the United Kingdom, Switzerland, Kosovo, and Montenegro. | The laws of Lithuania | The courts in Kaunas, Lithuania | EURO (EUR) |
| IPXO LLC Registered address: 5511 Parkcrest Dr., Suite 103, Austin, TX 78731, USA | For IP Holders – Any country. For all Clients other than IP Holders – any country that is not listed in this table above. | The laws of the State of Texas | The state or federal courts in Travis County, Texas | United States dollars (USD) |
Appendix A. Agency Services
1. GENERAL
1.1 This Appendix A is an integral part of the Agreement and sets the terms and conditions of IP Holder’s access and use of the Platform and IPXO’s appointment as a commercial agent of the IP Holder for the purpose of concluding IP Number Lease with IP Lessees.
1.2 This Appendix A applies only if the IP Holder Lists IP Numbers on the Platform.
2. DEFINITIONS
For the purposes of this Appendix A, capitalized terms shall have the meanings given below:
“IP Holder Fee” means the fee specified in the Platform due to IPXO for the IP Holder’s use of the Platform and IPXO agency Services, deducted monthly from the Payouts.
“List” and “Listing” mean the onboarding of the IP Numbers by the IP Holder on the Platform, verified by IPXO and made available for Lease through the Platform.
“Listing Form” means the form filled by the IP Holder on the Platform, identifying the specific IP Numbers and preferred Lease Configuration options to be set in the Platform.
“Payouts” means the payments due to the IP Holder for the Lease of IP Numbers (after deduction of IP Holder Fee).
“Validation Objects” mean objects created in RIRs that are necessary for the IP Numbers to be added to the Platform.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
3. RELATIONSHIP
3.1 IPXO acts as a commercial agent of each IP Holder who Lists IP Numbers on the Platform. By Listing IP Numbers, the IP Holder authorizes IPXO Contracting Party as its exclusive commercial agent to market, offer, negotiate, conclude, invoice, collect and administer the Listed IP Addresses’ lease agreements with the IP Lessees, subject to the terms of the Agreement, in the IP Holder’s name or, at IPXO’s option, in IPXO’s own name but on the IP Holder’s behalf, including for compliance with applicable tax or regulatory frameworks. This appointment is irrevocable for the duration of the Listing of IP Numbers on the Platform.
3.2 IPXO acts as an independent commercial agent, and not as an employee, partner, joint venturer, or legal representative of the IP Holder. IPXO shall not acquire any rights in or to the IP Numbers of the IP Holder and shall at all times act with respect to the lease of IP Numbers solely in the capacity of commercial agent for the IP Holder.
3.3 When an IP Lessee confirms a Lease Order for the lease of IP Numbers, a legally binding lease agreement in respect of the relevant IP Numbers is formed between the IP Lessee and IP Holder (as principal), or between the IP Lessee and IPXO, acting in its own name but on behalf of the IP Holder, on the terms specified in Appendix B.
3.4 IPXO may offer other Services directly to Clients and Users. Such Services are supplied by IPXO as principal and do not involve IPXO acting as a commercial agent.
3.5 IPXO never acts as an agent, intermediary, or fiduciary for IP Lessees. Any Services provided to the IP Lessees are ancillary to the leasing transactions conducted on behalf of the IP Holder.
3.6 Where the IP Holder’s Account Country is assigned to IPXO Contracting Party (“Agent”) and the IP Lessee’s Account Country is assigned to another IPXO Contracting Party (“Sub-Agent”), such Agent appoints the Sub-Agent as its duly authorised sub-agent for the purpose of marketing, offering, negotiating, concluding, invoicing, collecting and administering the Listed IP Addresses’ lease agreements with the IP Lessees. In such cases, the Sub-Agent shall act solely in its capacity as sub-agent of the Agent, on behalf of the IP Holder. The Sub-Agent shall not acquire any rights in or to the IP Numbers and shall not act for or on behalf of the IP Lessee.
3.7 All obligations of the IP Holder arising under the lease shall remain with the IP Holder, and all rights of the IP Holder under the lease specified in this Appendix A or Appendix B shall be exercised through the Agent or its Sub-Agent.
4. LISTING OF THE IP NUMBERS
4.1 The IP Holders may List the IP Numbers on the Platform and fill in the Listing Form specifying preferred IP Numbers lease commercial parameters, such as price, minimum or fixed (committed) lease term and its renewal options, and other parameters supported by the Platform. Subject to IPXO’s approval and Platform requirements, the IP Holder may define multiple Lease Configuration options for the same IP Numbers.
4.2 The IP Holder may change or update the Listing Form at any time for IP Numbers that do not have an active lease.
4.3 IPXO reserves the right, in its reasonable discretion, to adjust the price and other parameters provided in the Listing Form of any IP Numbers Listed by the IP Holder on the Platform where such adjustment is necessary to ensure Platform consistency, market alignment, correction of manifest errors, mitigate fraud or pricing abuse, or ensure the effective utilization of the IP Numbers. IPXO shall notify the IP Holder of any such adjustment in advance. If the IP Holder objects to such adjustment, it may remove the affected Listing from the Platform, provided no active lease has been concluded in relation to the affected IP Numbers.
4.4 The IP Holder agrees and warrants to IPXO that:
4.4.1 The IP Holder has the full legal authority to manage the IP Numbers and List them on the Platform and enter into a legally binding lease agreement of the IP Numbers.
4.4.2 The IP Holder is either an entity that has been granted allocation rights in and to the IP Numbers or has the authority to represent the first.
4.4.3 No other party has any right or title to such IP Numbers, as the IP Holder has the sole right to manage and lease them.
4.4.4 The IP Holder is and shall remain in compliance with the respective member policies of the RIRs for the duration of the Listing, and the IP Numbers have been obtained in compliance with the member policies of the RIRs and all applicable laws and regulations.
4.4.5 During the Listing period, the IP Holder continuously has the legal right to lease such IP Numbers to an IP Lessee, and the IP Holder shall not transfer, assign, allocate, or otherwise delegate the Listed IP Numbers to any third party.
4.4.6 At the moment of the Listing the IP Numbers are not subject to any known, active blacklists or blocks at the major top-level domains, and during the Listing period are not engaged in any Unacceptable Use by the IP Holder or third parties.
4.5 During the Listing period, the IP Holder shall keep the necessary Validation Objects, unless requested differently by IPXO. Removal of the Validation Objects during the active lease of the IP Numbers will be considered as termination of the lease agreement of the IP Numbers by the IP Holder in breach of the lease agreement and these Terms.
4.6 Upon IPXO’s request, the IP Holder shall modify WHOIS information in the RIRs to ensure accurate Listing and IP Numbers’ lease information.
4.7 The Listing may not be immediately searchable by IP Lessees for several hours (or up to 48 (forty-eight) hours in some circumstances). IPXO does not provide any warranties and representations regarding the exact duration of the Listing process.
4.8 IPXO may revise the IP Numbers data to supplement, remove, or correct the Listing information.
4.9 The IP Holder may remove the IP Numbers from the Listing only if there is no active lease of such IP Numbers.
4.10 Following the expiry or termination of any lease, the relevant IP Numbers may be subject to a post-lease quarantine period during which they shall not be made available for re-lease via the Platform. IPXO may apply a quarantine period to undertake reasonable technical, operational and reputational measures to prepare the IP Numbers for future use, such as clearing routing records, validation objects, and resolving any open abuse or misuse reports, and reputational remediation. The IP Holder acknowledges and agrees that IPXO shall have sole discretion to determine the duration and scope of the post-lease quarantine period, acting reasonably and in good faith, and that no IP Numbers shall be relisted on the Platform until such measures have been completed to IPXO’s satisfaction.
5. ABUSE MANAGEMENT OF LISTED IP NUMBERS
5.1 As part of the Services, IPXO manages the abuse of the IP Numbers Listed or leased through the Platform. IPXO engages top-level abuse management practices that are set in place to monitor and maintain the reputation of the IP Numbers.
5.2 IPXO will perform automated real-time monitoring to identify Unacceptable Use of the IP Numbers Listed on the Platform and will handle all abuse reporting, abuse mitigation, and delisting of the blocked or blacklisted IP Numbers from Spamhaus and other top-level domains. IPXO will respond to the inquiries of law enforcement authorities.
6. LEASE TERMS
6.1 IPXO will lease the IP Numbers to the IP Lessee in accordance with the terms of the Listing Form and the terms specified in this Appendix A and Appendix B.
6.2 During the term of the active lease of IP Numbers, the IP Holder shall comply with the IP Numbers lease terms specified in Appendix B.
6.3 The IP Holder agrees to indemnify and hold harmless IPXO, the IP Lessee, and any third party in accordance with the terms of the Agreement if any third party claims that the IP Holder did or does not have the right to List or lease the IP Numbers.
6.4 The IP Holder is responsible for completing all the duties and tasks that are required for the IP Lessee to use the leased IP Numbers properly and, if requested by IPXO, shall perform them not later than within 48 hours after the Commencement Date.
6.5 In case of the failure to complete the given request by IPXO within 48 (forty-eight) hours (as described in Section 5.3 above), the IP Holder agrees that the IP Lessee shall not be charged for the lease of IP Numbers for the time from the Commencement Date until the IP Holder completes such request.
7. COMMUNICATION AND COOPERATION OBLIGATIONS
7.1 The IP Holder and IPXO shall cooperate with each other in good faith and shall ensure timely, accurate, and responsive communication with each other in relation to any IP Numbers Listed on the Platform, any lease transactions involving such IP Numbers, or any related requests, inquiries, or issues. This includes, without limitation, providing necessary technical and administrative information, responding promptly to IP Holder’s or IPXO’s communications concerning active or pending leases, assisting in the resolution of abuse complaints or third-party claims, and furnishing any information or documentation reasonably requested to ensure legal, technical, or policy compliance.
7.2 The IP Holder acknowledges that failure to communicate or cooperate in accordance with the Clause 6.1 of this Appendix A may result in delays in lease processing, temporary suspension of the Listing of the IP Numbers, or the withholding of Payouts pursuant to this Appendix A.
8. LEASE PAYMENT COLLECTION AND PAYOUTS
8.1 IPXO is expressly authorised by the IP Holder to collect lease payments from the IP Lessees for the use of the IP Holder’s IP Numbers. IPXO collects such payments in its own name but on behalf of the IP Holder, and receipt of payment by IPXO shall constitute full discharge of the IP Lessee’s payment obligation to the IP Holder.
8.2 IPXO shall hold lease proceeds received from IP Lessees on behalf of the IP Holder. IPXO calculates the Payouts for each calendar month starting from the Commencement Date for each IP Numbers leased and shall remit the Payouts due by the last day of the calendar month following the reporting calendar month. Any Fees paid by the IP Lessee to IPXO for the Services provided that were included in the total IP Numbers’ Lease Price in accordance with Clause 8.1 of this Appendix A are excluded from the Payouts.
8.3 Payouts can be made via PayPal or bank transfer. The minimum payout threshold is USD 1000.00 (one thousand). The withdrawal fee for the bank transfer is USD 25.00 (twenty-five), and for PayPal, USD 0.00 (zero). In the event of the Account being closed, the minimum Payout threshold is USD 50.00 (fifty).
8.4 IPXO does not act as a trustee, escrow agent, or payment service provider in respect of the Payouts, and does not provide or operate payment accounts for Users. All payments collected are held and administered strictly in accordance with IPXO’s role as a commercial agent.
8.5 IPXO shall not pay interest on any amounts held for IP Holders.
8.6 IPXO may withhold, delay, or freeze the remittance of the Payouts if, in IPXO’s reasonable opinion, (i) the IP Holder has failed to comply with any material obligation under the Agreement, including but not limited to the provision of accurate Account data and Access Data, or documentation required for compliance with applicable laws or Platform policies; (ii) the IP Holder fails to communicate or cooperate in accordance with the terms of this Appendix A, (iii) the IP Holder in any other way disturbs the Platform or the Services, or (iv) such withholding is reasonably necessary to mitigate material legal, reputational, or operational risk to IPXO or other Clients or Users.
8.7 Any amounts withheld shall continue to be held by IPXO in its capacity as commercial agent, and shall be remitted to the IP Holder promptly upon resolution of the underlying issue or in accordance with further instructions mutually agreed by the parties. Nothing in this clause shall entitle IPXO to permanently retain lease proceeds unless expressly provided elsewhere in the Agreement (e.g., for set-off of amounts owed by the IP Holder to IPXO).
8.8 IPXO may deduct, or set off any amounts payable by the IP Holder to any IPXO Contracting Party against any Payouts payable to the IP Holder.
9. INVOICING AND TAX TREATMENT
9.1 IPXO may include any Fees payable by the IP Lessee to IPXO for the Services provided in the total IP Numbers’ Lease Price, such Fees to be added on top of the price set by the IP Holder in the Listing Form. These amounts shall be deemed included in the total consideration invoiced by IPXO as the deemed supplier, and no separate invoices shall be issued by the IP Holder to the IP Lessee for the lease of the IP Numbers.
9.2 The IP Holder acknowledges and agrees that IPXO may determine such Fees at its sole discretion and include them in the pricing presented to IP Lessees via the Platform.
9.3 For the purposes of Value Added Tax (VAT), Goods and Services Tax, and other applicable indirect tax in the jurisdictions in which it is registered or required to account for tax, IPXO is deemed to have received and resupplied the IP Numbers lease services, acting as principal in its own name. As a result, IPXO is the deemed supplier of the IP Numbers lease services to the IP Lessee for VAT purposes, and will issue a valid tax invoice for the full amount, inclusive of any Lease Price and applicable Service fees payable by the IP Lessee to IPXO for the Services provided, under its own tax registration number, as applicable.
9.4 IPXO is solely responsible for VAT, Goods and Services Tax or and other applicable indirect tax in the jurisdictions in which it is registered or required to account for tax accounting on the full consideration charged to the IP Lessee, and the IP Holder shall account for such taxes (if applicable) only on the consideration it receives from IPXO.
9.5 The IP Holder is responsible for its own tax affairs, including any income tax, corporate tax, or local taxes arising from the receipt of Payouts from IPXO.
9.6 The IP Holder agrees that IPXO will issue the self-billed invoices for all Payouts to be made by IPXO to the IP Holder in accordance with local Tax or self-billing schemes, as applicable. IPXO will complete self-billed invoices showing the IP Holder’s name, address, and VAT registration number (if applicable), together with all the other details that constitute a complete invoice. IPXO will inform the IP Holder if the issuing of self-billed invoices will be outsourced to a third party.
9.7 The IP Holder agrees to accept invoices raised by the self-biller on their behalf. The IP Holder shall not raise any invoices for the transactions covered by the Agreement. The IP Holder shall notify IPXO immediately if (i) its VAT registration number changes, (ii) the IP Holder ceases to be VAT registered, or (iii) the IP Holder sells its business or part of its business. The IP Holder ensures it complies with the requirements of the VAT authorities in their member state.
10. REFUND REQUESTS AND RESOLUTION
10.1 If an IP Lessee claims that the leased IP Numbers are wholly or partly unusable as a result of (i) any breach, failure or non-performance by the IP Holder, or (ii) any other act, omission or circumstance that is within the IP Holder’s reasonable control, IPXO – acting solely as the commercial agent of the IP Holder – may, in its reasonable discretion and on the basis of available evidence, determine that a partial or full refund of the Lease Price is appropriate.
10.2 The IP Holder expressly authorises IPXO to determine refund eligibility and to deduct any refund amounts from lease proceeds otherwise payable to the IP Holder. Any refund granted to the IP Lessee shall be made from such withheld amounts, and IPXO shall not be required to fund refunds from its own resources.
10.3 IPXO does not act as an intermediary, trustee, or payment service provider in connection with such refunds and shall not be liable to either party for the outcome of such decisions made in good faith.
11. IPXO’S RIGHT TO DECLINE OR REMOVE LISTING
11.1 IPXO reserves the right, at its sole discretion, to refuse, suspend, or remove the Listing of any IP Numbers submitted by the IP Holder to the Platform, whether at the time of initial submission or at any time thereafter, with or without cause, and without liability to the IP Holder.
11.2 Grounds for refusal or removal may include (i) incomplete or inaccurate Listing data, (ii) concerns regarding the legitimacy, ownership, or entitlement to lease the IP Numbers, (iii) reputational or compliance risk to IPXO, (iv) failure by the IP Holder to cooperate or respond to IPXO requests under the terms of this Appendix A, or (v) alignment with IPXO’s internal policies, risk controls, or commercial priorities.
11.3 IPXO is not required to justify its decision to refuse or remove a listing. The IP Holder acknowledges that no listing shall be deemed accepted by IPXO until explicitly approved by IPXO and made publicly available on the Platform.
11.4 IPXO shall not be liable for any loss, loss of opportunity, or loss of revenue arising from the refusal or removal of a Listing pursuant to this clause.
Appendix B. Lease of IP Numbers
1. GENERAL
1.1 This Appendix B is an integral part of the Agreement and sets the terms and conditions applicable to the lease of IP Numbers by the IP Holders to the IP Lessees through the Platform.
1.2 This Appendix B applies only if the IP Lessee Orders the lease of the IP Numbers Listed on the Platform.
2. DEFINITIONS
For the purposes of this Appendix B, capitalized terms shall have the meanings given below:
“Billing Cycle” means the regular recurrent period in which the IP Lessee shall pay for the lease of the IP Numbers.
“Commencement Date” means the beginning of the lease period. Unless otherwise explicitly agreed, the Commencement Date is the date when the Lease Order is confirmed and payment of the first Lease Price for the lease of the IP Numbers is made by the IP Lessee.
“Lease Configuration” means the specific commercial and technical parameters associated with the lease of the IP Numbers as defined by the IP Holder and selected by the IP Lessee when placing a Lease Order.
“Lease Price” means the amount due by the IP Lessee for the lease of the IP Numbers; the Lease Price includes the price of IP Numbers’ lease set by IP Holder and the Fees specified in the Lease Order for the Services provided by IPXO to the IP Lessee.
“Lease Order” means the Order accepted by the IP Lessee, identifying the specific IP Numbers to be leased and the IP Lessee’s selected Lease Configuration.
“Reassignment Initiation” means the moment the IP Lessee requests the creation of the Validation Objects for using IP Numbers on their infrastructure.
“Spam”, “Spamming” means 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 United States Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, on the assumption that that Act is applied to the sender of the email message. Also referred to as Spamming.
“Spamhaus” means The Spamhaus Project Ltd or any of its successors.
“Unacceptable Use” means any activity or performance in connection with the Platform, Services, and IP Numbers in breach of or non-compliant with the Acceptable Use Policy set out in Appendix D.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
3. FORMATION OF LEASE AGREEMENT
3.1 The IP Lessees may search and filter Listings of the IP Numbers on the Platform using available criteria, and may place a Lease Order for the selected Lease Configuration option directly through the Platform. Lease Configuration may include, without limitation, (i) the applicable Lease Price, (ii) the Billing Cycle, (iii) whether the lease includes a fixed commitment term and, if so, its duration and automatic renewal option. IPXO does not guarantee that all Lease Configuration options will be available at all times or for all Listings, and reserves the right to impose restrictions, remove options, or adjust configurations, including to maintain Platform consistency and operational integrity.
3.2 On the Commencement Date, a lease agreement is concluded between the IP Lessee and the IP Holder (as principal, represented by IPXO as a commercial agent of the IP Holder) on the terms of the selected lease option and in accordance with the terms of this Appendix B and the Agreement.
3.3 Where the identity of the IP Holder is not disclosed to the IP Lessee, the lease agreement is concluded between the IP Lessee and IPXO, acting in its own name but on behalf of the IP Holder (as IP Holder’s commercial agent).
3.4 Subject to the terms and conditions of the Lease Order, in consideration of the Lease Price, the IP Holder gran ts the IP Lessee a non-exclusive, non-transferable, limited right to use the IP Numbers during the lease term and solely for the IP Lessee’s business operations.
4. TERMS OF THE LEASE
4.1 The following terms apply where the IP Lessee has selected a Lease Configuration without a fixed commitment period:
4.1.1 The IP Lessee may terminate the lease effective at the end of any Billing Cycle, by providing notice through the Platform prior to the end of the then-current Billing Cycle.
4.1.2 The IP Holder may terminate the lease on ninety (90) calendar days’ prior notice to the IP Lessee through the Platform.
4.1.3 The IP Holder may, by giving at least ninety (90) calendar days’ prior notice through the Platform to the IP Lessee, make the following changes to the Lease Configuration, effective from the start of the next Billing Cycle after the notice period: (i) change the Lease Price, provided that the Lease Price cannot be increased by more than five percent (5%), (ii) enable fixed commitment terms with associated pricing and fixed commitment terms automatic renewal option.
4.1.4 Once the IP Holder initiates a pricing update under the Clause 4.1.3 of this Appendix B, it may not initiate another such change affecting the same lease within ninety (90) calendar days following the effective date of the prior change.
4.2 The following terms apply where the IP Lessee selects a Lease Configuration that includes a fixed commitment period:
4.2.1 Neither the IP Lessee nor the IP Holder may terminate the lease before the expiry of the applicable fixed commitment period, except as otherwise permitted under the Agreement in the case of a material breach or force majeure.
4.2.2 If the Lease Configuration does not provide for automatic renewal, the lease shall automatically continue as a non-committed lease upon expiry of the fixed commitment period. The lease shall then continue on a rolling basis, and the terms applicable to non-committed leases (as set out in Clause 4.1 of this Appendix B) shall apply from that point forward. The Lease Price applicable after the fixed commitment period shall be the price then specified in the Listing for non-committed leases.
4.2.3 If the Lease Configuration includes automatic renewal, the lease shall automatically renew for a further period equal in length to the original fixed commitment period, unless: (i) The IP Holder cancels the renewal by giving at least ninety (90) days’ notice through the Platform before the end of the then-current fixed commitment period; or (ii) the IP Lessee cancels the renewal by giving at least thirty (30) days’ notice through the Platform before the end of the then-current fixed commitment period.
4.2.4 If the renewal is not cancelled and the Lease Configuration is not changed by the IP Holder in accordance with this Clause 4.2, the lease shall be extended on the same terms and for the same commitment duration, including any previously agreed automatic renewal mechanism.
4.2.5 The IP Holder may change or update the Lease Configuration (including pricing and renewal options) by giving at least ninety (90) days’ prior notice through the Platform, provided that such changes shall only become effective upon the expiry of the then-current fixed commitment period. The Lease Price cannot be increased by more than five percent (5%) under this clause. No changes to the Lease Configuration shall apply during the active commitment period.
5. PARTY RESPONSIBILITIES AND ASSURANCES
5.1 The IP Holder shall take all reasonable steps and perform all actions required on its part to enable the effective use of the leased IP Numbers by the IP Lessee throughout the lease term. This includes, without limitation, ensuring that:
5.1.1 The IP Holder maintains the technical and administrative rights to the IP Numbers necessary to support the lease.
5.1.2 The IP Holder maintains any required registry configurations, routing permissions, and Validation Objects (such as ROAs or IRR records), as applicable.
5.1.3 The IP Numbers remain properly allocated and are not reassigned, transferred, or withdrawn during the lease term.
5.1.4 The IP Holder complies with applicable regional internet registry (RIR) policies, contractual obligations, and legal requirements for the duration of the lease.
5.1.5 The IP Holder cooperates in good faith with IPXO and the IP Lessee to promptly address technical or administrative issues related to the leased IP Numbers, including those raised by IPXO or the IP Lessee.
5.2 The IP Lessee agrees and warrants that:
5.2.1 The IP Lessee has the full legal authority to enter into the lease agreement under the Lease Order and the terms of this Appendix B.
5.2.2 The lease does not confer upon the IP Lessee any proprietary or transferable rights with respect to the IP Numbers.
5.2.3 The IP Lessee shall comply with any rules, policies, practices, procedures, and directions of the Internet Assigned Numbers Authority (IANA) or of any of the RIRs in relation to the IP Numbers.
5.2.4 The IP Lessee shall take no action that shall or may damage the reputation of the IP Holder or the value of the IP Numbers, including, without limitation, Unacceptable Use with or in relation to the leased IP Numbers.
5.2.5 The IP Lessee accepts the IP Numbers in their “as-is” condition, provided that IPXO warrants that on the Commencement Date, 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 by the IP Holder during the Listing period.
5.2.6 The IP Lessee shall comply with all laws and regulations of the jurisdiction in which the IP Lessee is located, as well as any jurisdictions in which the IP Lessee uses the IP Numbers.
5.3 When ordering the IP Numbers lease on the Platform, the IP Lessee agrees that:
5.3.1 The IP Lessee is responsible for evaluating all the relevant information, including but not limited to the IP Numbers’ nettype (status) in RIRs before committing to the lease and placing the Lease Order;
5.3.2 The IP Lessee shall keep necessary Validation Objects existing throughout the whole lease period unless approved differently by IPXO;
5.3.3 The IP Numbers’ information (inetnum, domain, route, and other objects that are possible to create and/or manage in RIRs) is managed by IPXO at its discretion;
5.3.4 In case the IP Numbers are used (announced) after the end of the lease period by the IP Lessee, the IP Lessee agrees to pay a penalty fee, calculated based on the double Lease Price per day and multiplied by days the IP Numbers are used (announced) after the end of the lease period.
5.3.5 Any claim or dispute regarding the IP Numbers leased must be raised within a period of 7 days following the Commencement Date. Any claim or dispute raised by the IP Lessee after this 7 (seven) day period shall have no legal effect, and IPXO shall not be obligated to address or resolve such claim or dispute. The IP Lessee agrees that the 7 (seven) 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. The 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 (seven) day period.
6. PAYMENT OF LEASE PRICE AND REFUNDS
6.1 The IP Lessee must pay the Lease Price in advance for each Billing Cycle, in accordance with the billing frequency specified in the Lease Order.
6.2 IPXO collects Lease Price payments in its own name but on behalf of the IP Holder, and receipt of Lease Price payment by IPXO shall constitute full discharge of the IP Lessee’s payment obligation to the IP Holder.
6.3 All paid prices and fees are non-refundable, even if the lease is terminated, or transferred prior to the end of the lease term, except if (a) the IP Numbers are not working properly due to the IP Holder’s failure to complete his duties and tasks as required in this Appendix B within 48 hours from the Reassignment Initiation date, or (b) the IP Lessee terminates the lease of the IP Numbers within 7 (seven) days from the Commencement Date due to one of the following reasons: (i) the IP Numbers have an active announcement by third parties, (ii) the IP Numbers are subject to blacklists or blocks at the major top-level domains; (iii) the IP Holder does not create a Route Origin Authorisation (ROA) within 48 (forty-eight) hours from the Commencement Date; (iv) the lease of IP Numbers is not delivered due to the error or malfunction of the Platform.
6.4 IPXO only ensures the creation of the Validation Objects for the use of the IP Numbers, as required and denoted by the IP Lessee at the Reassignment Initiation date. Therefore, in case the Reassignment Initiation date differs from the Commencement Date, the refunds (if applicable) are calculated from the Reassignment Initiation Date.
6.5 IPXO reserves the right to make the final decision on any refund request issued by the IP Lessee.
7. INVOICING AND TAX TREATMENT
7.1 The IP Lessee acknowledges and agrees that IPXO issues invoices for lease in its own name, but solely in its capacity as the commercial agent of the IP Holder. In accordance with applicable VAT legislation, IPXO shall be deemed to have received and resupplied the lease of the IP Numbers to the IP Lessee for VAT purposes. Accordingly, IPXO is the deemed supplier for tax and invoicing purposes, and shall issue VAT-compliant invoices to the IP Lessee for the full Lease Price under its own VAT registration number where required by law.
7.2 IPXO shall charge VAT, GST, and other applicable indirect tax on the Lease Price, based on the billing address, VAT registration status, and tax classification of the IP Lessee. The IP Lessee agrees to provide accurate and complete billing and VAT information during onboarding and promptly update it if changes occur.
7.3 If the lease is treated as a reverse charge transaction under applicable VAT laws, the IP Lessee shall be responsible for self-assessing and remitting the applicable VAT under the reverse charge mechanism.
8. TERMINATION OF THE LEASE
8.1 The active lease and the Lease Order may be terminated only in accordance with the terms of this Appendix B and the Agreement.
8.2 Without prejudice to any rights that have accrued under the lease or any of its rights or remedies, either party may terminate the lease with immediate effect by giving written notice to the other party if:
8.2.1 the other party commits a material breach of any of the terms and conditions of this Appendix B or the Agreement;
8.2.2 IANA or any RIR requires that the lease be terminated.
8.3 If IP Lessee defaults on its obligation to pay the Lease Price, IPXO may terminate the lease with immediate effect on notice to IP Lessee, and IPXO shall not be responsible for any Service disruption resulting from such termination. In such a case, the IP Lessee shall pay the full Lease Price for the period from the date of termination of the lease until the end of the then-applicable fixed commitment period.
8.4 Upon termination of the Lease, the IP Lessee shall stop the announcement of the IP Numbers. If, after termination/suspension of the Lease, the IP Lessee keeps announcing the IP Numbers, it is considered a hijacking and a violation of the Acceptable Use Policy by the IP Lessee. In case of such violation, IPXO shall have a right, upon its sole discretion, to (a) block the IP Lessee from further IP reassignments; (b) charge the IP Lessee with an abuse management fee; (c) charge the IP Lessee with Lease fee for hijacked IP Numbers until the Lessee stops the announcement of the IP Numbers.
8.5 The IP Holder and the IP Lessee agree that stopping any active lease in breach of the terms of this Appendix B and the Agreement will incur an instant cancellation fee, whereas the cancellation fee is equal to the Lease Price for the term of the disrupted lease.
Appendix C. Next-Gen IPAM Terms and Conditions
1. GENERAL
1.1 This Appendix C is an integral part of the Agreement and sets the terms and conditions applicable to the users of the Next-Gen IPAM.
1.2 This Appendix C applies to you only if you have subscribed to Next-Gen IPAM Services.
2. DEFINITIONS
For the purposes of this Appendix C, capitalized terms shall have the meanings given below:
“Downgrade” means a reduction in the number of resources discovered and managed in the Client’s Account on Next-Gen IPAM, a change to a lesser value Subscription Plan, a move to a shorter Subscription Term, or the removal of add-on features or functionalities in the Client’s Account on Next-Gen IPAM.
“Order” means the IPXO ordering document or selections made in the Platform by the Client indicating a Subscription Plan, the Subscription Term, the number of resources discovered and managed in the Client’s Account on Next-Gen IPAM, and associated fees.
“Subscription Plan” means the plan that allows the Client and its Users to register for an account to use the Next-Gen IPAM. Subscription Plans may provide parameters of included features, the permitted number of resources discovered and managed in the Client’s Account on Next-Gen IPAM, and other usage parameters.
“Subscription Term” means the period designated on the Order or any subsequent renewals during which the Client has the right to use the Next-Gen IPAM.
“Upgrade” means a change to a superior Subscription Plan, an increase in the number of resources discovered and managed in the Client’s Account on Next-Gen IPAM, a move to a longer Subscription Term, or the addition of features and functionalities in the Client’s Account on Next-Gen IPAM.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
3. DESCRIPTION OF NEXT-GEN IPAM SERVICES
3.1 Next-Gen IPAM provides organizations with a comprehensive and centralized view of their managed IP Numbers, enabling them to manage the IP Numbers more effectively, make informed decisions, and ensure the reliable operation of their networks.
3.2 The features and capabilities of the Next-Gen IPAM Services, including its parameters and limitations, if applicable, are detailed in the Subscription Plan You have ordered.
3.3 IPXO continuously develops and improves the Next-Gen IPAM features and functionalities, which may change from time to time at its sole discretion. Newly released or changed features or functionalities of Next-Gen IPAM may be subject to additional terms and conditions specified by IPXO.
4. SUBSCRIPTION
4.1 Discovery and Import. To use the Next-Gen IPAM service, you may either (a) initiate discovery of IP address resources allocated to your organisation through IPXO’s automated tools, or (b) manually import IP address resources that you manage into your Account. IPXO supports the identification and tracking of IPv4 and IPv6 address blocks, Autonomous System Numbers (ASNs), and related data. Access to the Next-Gen IPAM service is provided under a Subscription Plan, the scope and pricing of which are determined based on the quantity and type of IP address resources discovered or imported. You may be required to select or confirm a Subscription Plan before, during or after the discovery or import process, as specified on the Platform.
4.2 Subscription. Subject to the terms of this Agreement and pursuant to the Order for the Next-Gen IPAM services, you shall have a non-exclusive, non-transferable, non-sublicensable right for the Subscription Term to use the Next-Gen IPAM with the features and functionalities included in the Subscription Plan and as available on Next-Gen IPAM at the time you consent to the Order.
4.3 Subscription Term. You will have access to the Next-Gen IPAM during the Subscription Term and any renewal Subscription Term. Unless otherwise specified in the Order or terminated by either Party, each Subscription Term will automatically renew for a period equal to the original Subscription Term. An Upgrade will be effective immediately and will not cause a change in the ongoing Subscription Term termination date. Downgrades will be effective at the start of the next Subscription Term or the due date for the next Subscription Fee payment installment (if applicable), whichever is earlier.
4.4 Fees. The Next-Gen IPAM Fees are determined based on the Order and any Upgrades or Downgrades carried out in Your Account. Upgrade Fees will be prorated based on the period remaining in the ongoing Subscription Term. All Fees will be billed after an Order is issued unless otherwise specified by the Order. You authorize IPXO to automatically charge Your Payment Method for the applicable Fees on or after the start of a Subscription Term and renewal of the Subscription Term unless the subscription has been terminated or canceled in accordance with this Agreement. Failure to pay Fees owed to IPXO for 10 (ten) days or more from the invoice due date may result in Your Account and Next-Gent IPAM services being suspended or terminated, and shall not relieve you of the obligation to pay amounts due to IPXO.
5. TERMINATION
5.1 For Any Reason. You may terminate the Order at any time without prior notice. Such a termination shall take effect at the end of the current billing cycle. You acknowledge and agree that any Fees paid in advance under the Order and the Subscription Plan are non-refundable, and IPXO shall have no obligation to refund any portion of such Fees upon termination. Termination of the Order shall not relieve the Customer of any outstanding payment obligations incurred prior to the effective date of termination.
5.2 For Cause. Upon any breach of a material provision of this Agreement by a Party, the other Party may terminate the Order by providing 14 (fourteen) days’ written notice to the breaching Party specifying the material breach. The termination will become effective at the end of the notice period unless the breaching Party cures the breach during the notice period. If the Customer terminates the Subscription in accordance with this Section, IPXO shall refund the Customer any prepaid Fees for the remainder of the ongoing Subscription Term. If IPXO terminates the Order in accordance with this Section, termination of the Order shall not relieve the Customer of any outstanding payment obligations incurred prior to the effective date of termination.
Appendix D
Platform Acceptable Use Policy (AUP)
1. Purpose and Scope
This Acceptable Use Policy (the “Policy”) forms an integral part of the IPXO Universal Terms of Service (the “Terms”) and applies to all Users and Clients accessing or using the IPXO Platform or Services and end users of leased IP Numbers (the “IP Users”). By accessing or using the Platform, you agree to comply with this Policy at all times.
This Policy is intended to ensure lawful, responsible, and secure use of the Platform and Services and to protect the rights and interests of IPXO, its clients, partners, and the broader internet community.
2. General Standards of Conduct
Clients, Users, and IP Users shall not, directly or indirectly:
a) Use the Platform or Services for any unlawful, fraudulent, harmful, or abusive purpose;
b) Upload, transmit, host, or otherwise distribute any content that is obscene, defamatory, threatening, or otherwise offensive;
c) Disrupt or compromise the integrity, security, or availability of any network, system, or service, including through the use of malware, viruses, or harmful code;
d) Engage in activities that infringe upon third-party rights, including intellectual property, privacy, or confidentiality rights;
e) Interfere with, evade, or attempt to bypass security or filtering mechanisms, whether by technical or social means;
f) Engage in deceptive, misleading, or unethical commercial conduct;
g) Violate applicable laws, regulations, export controls, or sanctions regimes.
IPXO reserves the right to suspend access to the Platform or Services in the event of suspected breach, and to terminate access where violations are not promptly and satisfactorily resolved.
3. Prohibited Uses
You shall not use the Platform or Services, and IP Users shall not use the IP Numbers:
a) In any manner that violates any applicable local, national, or international law or regulation;
b) For any purpose that is fraudulent or unlawful in nature or effect;
c) To harm, threaten, or harass any individual or group, including minors;
d) In a manner that infringes upon intellectual property, trade secrets, or privacy rights of others;
e) To send or procure the sending of unsolicited communications or unauthorized promotional material (including spam);
f) To conduct mass mailing activities without the prior written approval of IPXO;
g) In connection with any defamatory, indecent, obscene, or offensive conduct;
h) To distribute malicious software, viruses, spyware, adware, or other code intended to disrupt systems or collect data unlawfully;
i) To engage in IP hijacking, unauthorized route advertisement, or similar activity;
j) In breach of any term of your agreement with IPXO.
4. Examples of Unacceptable Use
Without limitation, the following are deemed unacceptable and prohibited:
a) Posting, transmitting, or storing material that IPXO reasonably considers to be (i) unlawful, obscene, indecent, defamatory, or threatening; or (ii) in breach of applicable intellectual property or data protection laws;
b) Installing or distributing unlicensed, pirated, or counterfeit software;
c) Reselling any Services or access to the Platform without IPXO’s prior written consent;
d) Engaging in deceptive or misleading marketing practices;
e) Generating excessive traffic or automated requests that impair the performance or accessibility of the Platform, third-party systems, or the internet network in general;
f) Uploading or introducing malicious code or software;
g) Attempting to breach or circumvent any network security measures, including port scans or unauthorized access to systems;
h) Conducting unauthorized monitoring or packet sniffing;
i) Interfering with any user session or intentionally degrading service availability (e.g., denial of service);
j) Submitting false data in connection with registration, Orders, or billing;
k) Sending unsolicited or bulk email communications to individuals without a legitimate business relationship;
l) Forging headers or origin information in communications;
m) Forwarding chain letters, pyramid schemes, or similar solicitations;
n) Engaging in IRC bot or IRC server misuse;
o) Utilizing IP Numbers in violation of UK, EU, or U.S. export control laws and sanctions.
5. Effect of Breach, Enforcement and Remedies
Any breach of this Policy shall be deemed a material breach of the Agreement.
IPXO may, in its sole discretion and without prior notice, take any action it deems appropriate in response to a breach or suspected breach of this Policy, including but not limited to:
a) Issuing a formal warning;
b) Temporarily or permanently suspending your access to the Platform or Services;
c) Terminating your agreement or Account;
d) Recovering from you any costs or losses incurred as a result of the breach, including reasonable legal and administrative costs;
e) Reporting the incident to law enforcement or regulatory authorities.
IPXO shall not be liable for any loss or damage arising from enforcement actions taken under this Policy.
6. Reporting
Suspected violations of this Policy should be reported by emailing [email protected]. An expert team at IPXO’s dedicated abuse management provider, www.abuseradar.com, will handle the report with the utmost seriousness and discretion. To expedite the processing of the report, please include as many details as possible about the violation.