⚖️ Gigapipe Terms#

General Services Agreement#

This Terms of Service Agreement ("TOS") shall constitute a binding contractual agreement between HEPvest Holding BV ("Gigapipe"), and the subscriber of services ("Customer"). This TOS shall include the Terms of Service ("TOS"), Acceptable Use Policy ("AUP"), Service Level Agreement ("SLA"), and any applicable addendum. Customer agrees to be bound to all agreements in this TOS.

Note: Gigapipe reserves the right to supplement and/or amend, at any time, the terms and conditions of its TOS, including the TOS, AUP, SLA, and any applicable addendum. Gigapipe will notify its Customers through the Client Area of any changes affecting cancellation, payment of fees, or the SLA. It is the Customer’s responsibility to review Gigapipe’s policies on a frequent basis to ensure compliance because the TOS in place during your most current month applies, not the TOS which was in place when you registered. Changes requested by Customer to any of these agreements or to the TOS must be agreed to in writing by Gigapipe.

Terms of Service Agreement ("TOS")#

Customer agrees to the following Terms of Service, (“TOS”):

1. VPS/Cloud Hosting Services: During the term of this TOS, Gigapipe will provide certain virtual private server and cloud hosting services (the “VPS/Cloud Hosting Services”) to Customer as ordered by Customer and agreed to by the parties as part of the online Customer order process at https://www.gigapipe.com.

2. Consulting Services: Customer may engage Gigapipe to perform, and Gigapipe may agree to perform, certain consulting or other services on a monthly basis (“Consulting Services”) as agreed to by the parties in a statement of work (“SOW”) signed by both parties which shall be subject to the applicable terms and conditions of this TOS. As consideration for Consulting Services provided by Gigapipe, Customer will pay Gigapipe in the form and amount of payment and on the terms specified in the SOW.

3. Term and Termination: The initial term of this TOS shall be monthly, semi-annually, annually or for such other period of time ordered by Customer and agreed to by the parties as part of the online Customer sign-up process at https://www.gigapipe.com (the “Initial Term”). This TOS shall automatically renew for additional periods of time equal to the Initial Term in perpetuity subject to written cancellation by (a) Customer in accordance with this TOS and (b) Gigapipe upon providing Customer with notice of non-renewal at least ten (10) days prior to the expiration of the Initial Term or any renewal term. Please carefully review Gigapipe’s cancellation policy set forth in Paragraph 10 below. Gigapipe may terminate this TOS and any related services (1) immediately (a) upon nonpayment as set forth in paragraph 12 below, (b) if Customer violates paragraph 16 (Permitted Use) of the TOS, or (c) if Customer violates any terms and conditions of the AUP or (2) upon any other breach of this TOS that is not cured upon Customer receiving written notice.

4. VPS/Cloud Hosting Service Fees: Fees for VPS/Cloud Hosting Services ordered by the Customer shall begin on the date of the initial order and that date shall serve as the applicable monthly, semi-annual, annual or other anniversary date based on the billing cycle ordered by Customer (“Anniversary Billing Date”) for all future billings including upgrades, additional services, cancellations and SLA Credits, as defined below. Fees are due in advance of the monthly, semi-annual, annual or other applicable service and billing cycle and will be billed on each Anniversary Billing Date.

5. Upgrade Fees: Upgrades to the VPS/Cloud Hosting Services ordered on the Anniversary Billing Date will be billed for a full month, six (6) months, or year based on the service and billing cycle ordered by Customer and will continue on the Anniversary Billing Date. Upgrades ordered after the normal Anniversary Billing Date will be pro-rated to the next Anniversary Billing Date and billed as a one time pro-rata charge.

6. Hourly Service Fees: For any services agreed to by the parties in writing and provided by Gigapipe on an hourly basis (“Hourly Services”), Customer shall specify the period of time for which the Hourly Services are requested, or cancel at any time. The minimum period of time for which Hourly Services may be requested is one (“1”) hour and Customer will be billed in full hourly increments, and no breakdown by minutes shall be permitted. Unless otherwise specifically stated in the TOS, Customers who request Hourly Services agree to all terms and conditions in Gigapipe’s TOS, including but not limited to these TOS and the AUP. Customers will be billed for Hourly Services and receive any SLA Credits, if applicable, on the Anniversary Billing Date (as set forth and defined in paragraph 4 above).

7. One Time Fees: One time fees, such as setup fees, administrative fees and late fees are due and payable at the time they are incurred, and/or agreed upon in writing or via ticket with Gigapipe’s written approval. One time fees, such as bandwidth overages, are due and payable upon delivery of an invoice following the billing cycle in which they are incurred, and are based on standard rates, or as otherwise agreed upon by the parties in writing or via ticket with Gigapipe’s approval.

8. Taxes: All prices and fees specified in or referred to in this TOS are stated exclusive of any tax, including withholding tax, sales, use, value added, levies, import and custom duties, excise or other similar or equivalent taxes imposed on the supply of services. Any taxes, sales, use, levies, excise, withholding taxes or similar charges, direct or indirect, applicable or to become applicable, which are levied as a result of the supply of the services shall be borne by the Customer. Neither party shall be liable for the other party’s taxes based on income. If withholding tax applies to any payments for services made under this TOS, the Customer may withhold that element that is required under the applicable legislation but must pay an additional amount to ensure that the full value of the invoice is remitted and must notify Gigapipe prior to payment that withholding tax is required to be paid. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, the Customer undertakes to account for any tax withheld to the tax authorities on a timely basis.

9. Service Level Agreement Credit(s), “SLA Credit(s)”: SLA Credits are governed by these TOS and the SLA Agreement, below. SLA Credits are a service credit that, when applicable, and following an SLA Credit claim, will be issued to your Customer account and may be used to offset future billable services. SLA Credits shall not be issued as cash back to the Customer nor shall the SLA Credits be transferable to other account holders. SLA Credits shall expire when Customer’s account is fully terminated.

10. Cancellation: Because cancellation is automated, Gigapipe requires a written cancellation notice via the Client Area, a minimum of twenty-four (“24”) hours prior to 00:00:01 PST (GMT-8) on the Anniversary Billing Date for discontinuance or downgrades of month-to-month services, unless specified otherwise. Failure to supply the requisite twenty-four (“24”) hours written notice of cancellation will result in a full billable cycle, on all service packages, prior to cancellation. Any server cancellation prior to the minimum deadline will remain online until the automated process reclaims your server on the Anniversary Billing Date. Notice of written cancellation is required through the online Client Area located at https://www.app.[yourdomain].gigapipe.io/. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law.

11. 14 Day Refund Window: Subject to the requirements of Cancelation in these Terms of Service, Gigapipe offers Customers who have purchased a VPS/Cloud Hosting Services package a fourteen (14) day refund window from their date of purchase in which they can cancel their VPS/Cloud Hosting Services package for any reason, at no cost.

12. Gigapipe Credit(s): The Gigapipe Credit is a site credit that applies to Gigapipe’s VPS/Cloud Hosting Services package. Following the 14-day refund window, should a Customer desire to cancel a portion of their plan, and provided that the Customer has given a valid cancelation notice and provided that cancelation is not due a violation of paragraph 19 (Permitted Use) of the TOS, a violation any terms and conditions of the Acceptable Use Policy, “AUP” or any other breach of this TOS; the Customer may be eligible for an Gigapipe Credit. The Gigapipe Credit shall not be issued as cash back to the Customer nor shall the Gigapipe Credit be transferable to other account holders. These credits shall be maintained in the Customer’s account and be used solely for the purchase of eligible products and/or services. Once used, the Gigapipe Credit(s) are extinguished and are not eligible for further application. Gigapipe Credits shall expire when Customer’s account is fully terminated.

13. Credits and Discounts Reversals: Should the Customer purchase products and/or services with their Gigapipe Credit and later, following the 14 Day Refund Window, wish to cancel those services, any Gigapipe Credit utilized in that purchase shall not be eligible for reuse. Further, if Gigapipe Credits or any other package discount was offered as an incentive for the entering into of a service agreement, and the associated agreement is canceled by the Customer prior to the end of the billing cycle, any Gigapipe Credits will be removed from that Customer’s account and the discounts applied to that agreement will be reversed or recalculated accordingly.

14. Refunds & Disputes: All other services rendered by Gigapipe are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, administrative fees, and late fees. Customers seeking to resolve billing errors are instructed to open an accounting ticket inside the Client Area located at https://www.app.[yourdomain].gigapipe.io/. Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of up to one hundred fifty dollars (“$150”) and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys’ fees, court costs and collection agency fees) incurred by Gigapipe in enforcing collection.

15. Non-Payment: All payments are due in full on the Anniversary Billing Date. Failure to remit payment for services on the Anniversary Billing Date is a violation of the TOS. Failure to remit payment for five (“5”) consecutive days, including the Anniversary Billing Date, shall result in a termination of public access to Customer services. Customer will, however, be permitted access to data and services through the service network. Failure to remit payment for services within seven (“7”) consecutive days, including the Anniversary Billing Date, shall result in termination of access to the service network and all services shall be reclaimed. A late fee of twenty dollars (“$20”) will be incurred for failure to remit payment for services on or before the monthly Anniversary Billing Date. All Customer data remaining after seven (“7”) days of nonpayment will be destroyed for security and privacy reasons, unless otherwise required by law.

16. Data: Gigapipe agrees to use commercially reasonable efforts when deploying services related to data integrity, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, network attached storage, storage area networks, operating system installs, operating system reloads, Client Area information, and other situations involving customer data.Customer assumes ultimate responsibility for data integrity, retention, security, backup, and ownership. If Customer is involved in any data transfer(s) (whether in connection with its business or otherwise), then Customer must ensure that it complies with any applicable rules, laws, regulations, or the like in any and all applicable regions or countries.

17. International Data Privacy: Customer is responsible for any processing or international transfer of personal information included in the Customer data and agrees to comply with any rules, laws, regulations or the like in any and all applicable regions or countries in this respect. To the extent personal information is subject to rules, laws, regulations or the like implementing the EU Data Protection Directive 95/46/EC, Gigapipe will be considered a "data processor" and will as such act on Customer's instructions and implement security measures in accordance to the TOS and other applicable contracts between parties.

18. Identity Use: Customer agrees to use the Gigapipe logo, Gigapipe information, and/or related services in accordance with Gigapipe’s approved marketing guidelines. Gigapipe agrees not to use Customer logos without prior written consent of Customer.

19. Permitted Use: By accepting the TOS, Customer agrees to use Gigapipes’ services solely for their intended purposes. If Gigapipe determines in its sole discretion that Customer is misusing the VPS/Cloud Hosting Services, Gigapipe reserves the right to cap the data processing and usage capacity available to Customer. CUSTOMER SPECIFICALLY AGREES NOT TO TAMPER WITH, MAKE DERIVATIVE WORKS OF, REVERSE COMPILE, REVERSE ENGINEER AND/OR DISASSEMBLE ANY OF Gigapipe’S SOFTWARE OR FILES. If Customer violates or exceeds the Permitted Use, Gigapipe reserves the right to immediately terminate Customer’s account and will pursue any and all legal remedies available.

20. LAWS: CUSTOMER AGREES TO ABIDE BY ALL LOCAL, STATE, AND FEDERAL LAWS PURSUANT TO SERVICES DELIVERED IN THE NETHERLANDS. THIS AGREEMENT IS MADE UNDER AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE NETHERLANDS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

21. INDEMNIFICATION: CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS Gigapipe, Gigapipe’S AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, PUNITIVE DAMAGES, AMOUNTS IN INTEREST, EXPENSES AND DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES) BROUGHT BY A THIRD PARTY UNDER ANY THEORY OF LEGAL LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER’S CONTENT, ILLEGAL ACTIVITY AND/OR ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY'S COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.

22. LIMITATION OF LIABILITY: EXCEPT AS DESCRIBED IN THE SLA, Gigapipe SHALL NOT BE LIABLE TO CUSTOMER FOR HARM CAUSED BY OR RELATED TO CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES UNLESS CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Gigapipe SHALL NOT BE LIABLE TO CUSTOMER FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS TOS, THE MAXIMUM AGGREGATE LIABILITY OF Gigapipe AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR HOSTING SERVICES FOR THE SIX MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM. EXCEPT AS OTHERWISE PROVIDED IN THIS TOS, Gigapipe PROVIDES ALL PRODUCTS AND SERVICES “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, OR IMPLIED AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, AND SUITABILITY OF THE PRODUCT AND SERVICES, AND Gigapipe SHALL HAVE NO LIABILITY ASSOCIATED WITH THE FOREGOING.

23. Arbitration: Any controversy or claim arising from service or related to this TOS or breach therein in excess of five hundred dollars (“$500”) shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and shall be arbitrated by the American Arbitration Association and the arbitration will be held in Amsterdam, The Netherlands. The venue and jurisdiction requirements set forth above apply to any arbitration proceedings. The resulting judgment rendered by a licensed arbitrator may be entered in any court having valid jurisdiction.

24. Waiver: Except as otherwise provided in this TOS, no failure or delay by either party to enforce any right or remedy available under this TOS shall constitute a waiver of such right or remedy or a waiver of any other right or remedy.

25. Language: The official language of this TOS shall be the English language and no translation into any other language may be used in its interpretation. All services, support, notices, designations, specifications, and communications will be provided in the English language.

26. Third Party Beneficiary: Except for Customer, Gigapipe or an affiliated entity of Gigapipe, a person who or which is not a party to this TOS shall have no right to enforce any term of this TOS.

27. Force Majeure: A party is not liable for non-performance or delay in performance of this TOS, other than payment obligations, if the non-performance or delay is due to any occurrence or contingency beyond its reasonable control including but not limited to acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts of government having general affect, changes of the regulatory environment, industrial disputes of any kind, tsunami, flood, landslide, earthquake, fire, explosion, civil commotion, blockade, terrorism, revolution, sabotage, piracy, epidemic, quarantine restrictions, import or export delays beyond that which is considered reasonable, or defaults of Gigapipe’s suppliers or subcontractors due to any of the above causes.

28. Severability: If any provision of this TOS shall be held to be illegal, void, invalid, or unenforceable under the laws of any jurisdiction, the legality, validity, and enforceability of the remainder of this TOS in that jurisdiction shall not be affected, and the legality, validity, and enforceability of the whole of this TOS in any other jurisdiction shall not be affected.

29. Assignment: Gigapipe shall have the full right to assign, transfer, and/or subcontract any of its rights and obligations under the TOS.

30. Legal Compliance: By accepting this TOS, Customer represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties. Customer further represents and warrants that he/she has full authority and power to execute this Agreement on behalf of the Company he/she represents, if any. Additionally, Customer warrants that he/she is at least eighteen (“18”) years of age or older and are not otherwise legally incapacitated to execute this Agreement.

31. Electronic Signature: Acceptance by Customer of the TOS incorporating the TOS, AUP, and SLA hereby initiates billable services and is deemed complete by agreement to the terms as described on the online signup form(s) and completion of the ordering process.

Service Level Agreement (“SLA”)#

The Service Level Agreement, “SLA” is incorporated into the TOS and applicable to all services delivered directly to Customers of Gigapipe. The SLA is not applicable to unrelated third parties or third parties lacking privity of contract with Gigapipe. The uptime guarantees and the resulting SLA Credit(s) are applied in monthly terms unless specified otherwise. To ensure that Gigapipe is providing optimal services to its Customers, Gigapipe is required to perform scheduled maintenance, from time to time, on the network, client area, and hardware. Any downtime resulting from any such scheduled maintenance or any event of Force Majeure does not qualify for SLA Credit(s). All SLA guarantees and information listed below are made in good faith and are subject to standard contract remedies. Note: SLA Credits for Hourly Services will be calculated and applied based on the same monthly calculation used for the month-to-month contracts.

1. SLA Credit Claim To properly claim an SLA Credit due, the Customer’s master administrative user must open an SLA ticket with the Billing Department located inside the Client Area at https://www.app.[yourdomain].gigapipe.io/ within seven (“7”) days of the purported outage. Customer must include service type, IP Address, contact information, and full description of the service interruption including logs, if applicable. The SLA claim will be researched by the appropriate Gigapipe department manager and any credit issued will be issued to accounting and the ticket will be updated. SLA Credits are issued as service credits on future billing cycles. SLA Credits shall not be bartered or traded with other Gigapipe customers. Please allow up to fourteen (“14”) days for the process of SLA claims. Customer acknowledges that the maximum amount of SLA Credit that may be used for any particular month cannot exceed the total monthly service fee amount for such month.

2. SLA Claim Fault Customers currently in arrears for monthly services do not qualify for SLA claims. Customers who have been in payment arrears three (“3”) or more times in the previous twelve (“12”) months do not qualify for SLA claims. Valid SLA claims will not be credited to the Customer’s accounts until all abuse issues are resolved. Any Customer making false or repetitive claims will incur a one-time charge of fifty dollars (“$50”) per incident for such claims. False or repetitive claims are also a violation of the TOS and may be subject to service suspension. Customers participating in malicious or aggressive Internet activities, thereby causing attacks or counter-attacks, do not qualify for SLA claims and shall be deemed in violation of the AUP.

3. Public Network Gigapipe and Data Center guarantees one hundred percent (“100%”) uptime on all Public Network services to Customers located in Data Center, subject to the provisions of this SLA. Except for service downtimes resulting from Customer’s fault, and provided Customer follows the proper procedures for service credit claims as set forth in this SLA, for each continuous, uninterrupted thirty (“30”) minute interval of Public Network service downtime that Customer experiences during an applicable month, Gigapipe agrees to grant to Customer a SLA Credit equal to five percent (“5%”) of the Customer’s monthly service fees for that month. Public Network service downtimes of less than thirty (“30”) continuous, uninterrupted minutes do not qualify for this service credit, and the Customer cannot combine or augment Public Network or other service-related downtimes to satisfy such downtime requirement. All Public Network services include redundant carrier grade internet backbone connections.

4. Client Area Gigapipe guarantees one hundred percent (“100%”) access to the online client management area, subject to the provisions of this SLA. Except for service downtimes resulting from Customer’s fault, and provided Customer follows the proper procedures for service credit claims as set forth in this SLA, for each continuous, uninterrupted thirty (“30”) minute interval of online client management area service downtime that Customer experiences during an applicable month, Gigapipe agrees to grant to Customer a SLA Credit equal to five percent (“5%”) of the Customer’s monthly service fees for that month. Online client management area service downtimes of less than thirty (“30”) continuous, uninterrupted minutes do not qualify for this service credit, and the Customer cannot combine or augment online client management area or other service-related downtimes to satisfy such downtime requirement. Access to the client area is available via the Public Network. The client area is utilized to fully manage the on-demand IT environments located within the Gigapipe data centers. Client area access includes ticket access, account management and other related services.

5. Redundant Infrastructure Gigapipe guarantees one hundred percent (“100%”) uptime on the power and HVAC services to Customers located in Data Center, subject to the provisions of this SLA. All computer equipment and related services are served by redundant UPS power units with backup onsite diesel generators. Except for service downtimes resulting from Customer’s fault, and provided Customer follows the proper procedures for service credit claims as set forth in this SLA, for each continuous, uninterrupted thirty (“30”) minute interval of power and HVAC service downtime that Customer experiences during an applicable month, Gigapipe agrees to grant to Customer a SLA Credit equal to five percent (“5%”) of the Customer’s monthly service fees for that month. Power and HVAC service downtimes of less than thirty (“30”) continuous, uninterrupted minutes do not qualify for this service credit, and the Customer cannot combine or augment power and HVAC or other service-related downtimes to satisfy such downtime requirement.

For third party integrations created by QXIP, please find below the user agreement with QXIP BV:#

This QXIP Cloud Agreement (the "Agreement") is entered into between QXIP B.V. (also referred to as "QXIP", "we", "us" or "our") and you (hereinafter "Customer", "you" or "your"). It contains the terms and conditions under which we grant access to, and you are entitled to use, the QXIP Platform Services (the "Services" as further specified below).

This Agreement shall become effective as of the date you accept the terms hereof by completing your registration on the Management Console.

The Services are to be used solely for business purposes, i.e. to professional Customers and intended to their professional or business activity, and not for their personal or family use. If you do not agree to all of the terms of this Agreement, you may not access or use the Services.

You warrant and represent to us that you are lawfully able to enter into contracts as follows: you have full legal authority to enter into this Agreement (e.g., you are not a minor) and, if you are acting on behalf of Customer, that you have legal authority to make this Agreement binding on Customer; and you confirm that you will use the Services for your professional and/or business activity and you confirm that you are not a consumer under applicable law; and you have read, understood and agree with the terms of this Agreement; Capitalized terms used herein have the meanings given in Section 17 below.

IN CONSIDERATION OF the undertakings and mutual covenants contained herein, the Parties hereto now agree as follows:

SCOPE OF THE AGREEMENT 1.1 QXIP will grant Customer access to and the non-exclusive, worldwide, limited right to use the Services, and Customer shall use and pay for the Services in accordance with the Order and this Agreement. You have the non- exclusive, worldwide, limited right to use the Services. 1.2. Except as expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, to the other's Content or to any of the other's intellectual property rights.

MODIFICATIONS 2.1. QXIP may unilaterally modify the terms of this Agreement, including pricing, from time to time, in the manner stipulated herein. 2.2. QXIP will notify Customer at least 30 days prior to any modifications to this Agreement, including pricing, becoming effective, except where the changes apply to new technical functionalities of the Services or new Services which QXIP is generally always entitled to introduce and which shall become effective immediately upon posting on the Site, without prior notification. 2.3. QXIP will notify Customer of any modifications to this Agreement via the Management Console or by sending an e-mail to the e-mail address registered by Customer. 2.4. If Customer does not agree with any modifications to this Agreement, Customer may terminate this Agreement by sending a written notice of termination via email to QXIP's e-mail address within 30 days from the effective date of QXIP's notice. After the expiry of 30 days without such termination notice, such absence of termination notice will be deemed acceptance of the modified terms by Customer. TRIAL PERIOD 3.1. QXIP may, on a case-by-case basis, decide to provide Customer with a Trial Period to test the Services free of charge. Such Trial Period will be limited by the duration and extent of the usage rights granted by QXIP. QXIP may also post information about the duration and extent of the usage rights granted during the Trial Period on the Site or will notify Customer via the Management Console or e-mail. 3.2. If Customer continues to access and use the Services after expiry of the Trial Period, this will be deemed Customer's acceptance of the paid version of the Services in accordance with the terms hereof. Customer may switch to the paid version of the Services before the Trial Period ends by adjusting the respective settings in the Management Console. In this case, any Credit that is unused during the Trial Period shall be retained and the fees for Services in the paid version shall be reduced for Customer accordingly. In any case, a Credit provided during the Trial Period is limited to the duration of the Trial Period set for Customer and is forfeited thereafter. 3.3. Before access to the paid version of the Services is granted, QXIP may ask Customer to furnish additional documents and information confirming the accuracy of Customer's details provided during the initial sign-up procedure. In case of failure to submit any additionally requested documents and information, QXIP may suspend Customer's access to any or all of the Services. 3.4. QXIP may at any time limit, technically and functionally, usage of the Services granted within the Trial Period. SERVICES ACCESS AND MANAGEMENT 4.1. To access the Platform and Services, Customer shall open a unique account on the Platform associated with a valid e-mail address. 4.2. Upon registration, Customer shall provide accurate and complete information requested in the registration form and shall keep such information updated. Should Customer provide inaccurate information or should QXIP have reason to believe that any information provided by Customer is incomplete or inaccurate, QXIP may, as it sees fit, block or delete Customer's account or deny Customer access to the Platform and will inform Customer about any such action and the reasons for it via the Management Console or by sending an e-mail to the e-mail address registered by Customer. 4.3. Customer shall promptly notify QXIP of any instances of unauthorized User access to QXIP services and/or any actual or presumed breach of confidentiality of the chosen means of access to the Management Console. 4.4. Customer shall be responsible for security of the chosen means of access to the Management Console and for the confidentiality of such means. If Customer authorizes any third parties to manage Services on its behalf, such third parties or Customer representatives shall comply with the terms of this Agreement. Customer is responsible for all activities that occur on its account, regardless of whether the activities are authorized by Customer or undertaken by Customer, its employees or a third party (e.g., as contractors, agents or Users). All acts or omissions of such third parties will be attributed to Customer as if they were its own. 4.5. If Customer and third parties interact to manage the Services, QXIP acts solely as an intermediary that made such interaction technically possible. QXIP performs the interaction-related transfer, storage, and provision of access to information which Customer provides to third parties without changing the information. QXIP does not control or monitor Content posted on Platform resources by Customer or any third parties under Customer's control, and is not liable for the accuracy, quality, and permissibility of Content. TEMPORARY SUSPENSION 5.1. QXIP may suspend or limit Customer's or any User's right to access or use any portion or all of the Services immediately upon giving notice to Customer in the following cases: (a) Customer's or User's use of the Services (i) poses a security risk to the Service or any third party, (ii) could adversely impact the QXIP Platform, the Services or the systems or Content of any other QXIP customer, (iii) could expose QXIP, our affiliates or any third party to liability, or (iv) could be fraudulent; or
(b) Customer or any User is in breach of this Agreement; or (c) Customer is in breach of its payment obligations; or (d) Customer has ceased to operate in the ordinary course of business, has made an assignment for the benefit of creditors or similar disposition of its assets, or has become the subject of bankruptcy, reorganization, liquidation, dissolution or similar proceedings, or any such proceedings have been rejected by the competent authority due to lack of assets; (e) QXIP becomes obligated to do so by virtue of law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process. 5.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Services you remain responsible for all fees and charges you incur during the period of suspension. FEES AND PAYMENT 6.1. Unless otherwise agreed in Your Order, by subscribing to the Services or electing to utilize a recurring payment plan, You authorizes QXIP to automatically charge Your credit card or bank account on file on a monthly basis, as set forth in Your Order, until You terminate this Agreement. You are responsible for providing QXIP with Your most current billing information. Once placed, Your Order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your Order. You will pay any sales, value-added or other similar taxes imposed by applicable law that we must pay based on the Services You Ordered, except for taxes based on our income. Fees for Services listed in an Order are exclusive of taxes and expenses.

OBLIGATIONS 7.1. You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to QXIP; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by this Agreement or Your Order. DATA PRIVACY AND SECURITY 8.1. QXIP processes data provided by Customer when signing up and logging in to the Platform and other Customer personal data for the purposes described in its Privacy Policy, available at https://qxip.net/. The Privacy Policy does not apply to your Content. Customer shall inform its employees and agents of such processing of their personal data by QXIP and shall provide them with all information necessary in order to ensure that QXIP complies with its notice obligations under applicable data protection and privacy laws. 8.2. Except for the data processed as described in Section 9.1, QXIP acts as data processor on behalf of Customer. If, when using the Services, Customer places the personal data of third parties in its Content, including personal data of the Customer's employees, Customer shall be responsible for ensuring that such personal data has been collected, processed and transferred to QXIP in compliance with applicable data protection and privacy laws. Such compliance may require providing a notice to the affected data subjects or obtaining their consent prior to disclosure their personal data on QXIP Services.

INDEMNIFICATION 9.1. Customer will defend and indemnify QXIP, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, and directors against any and all losses arising out of or relating to any third party claims concerning: (a) any Customer Content; (b) Customer usage of the Services (including any activities under the Customer account and use by Customer employees and personnel); (c) breach of this Agreement or violation of applicable law by Customer (including by any person/entity under Customer's account and/or Customer's employees and personnel). Customer will reimburse QXIP for reasonable attorneys' fees and legal expenses. 9.2. QXIP will defend and indemnify Customer against any third-party claim alleging that the Services infringe or misappropriate a third party's intellectual property rights. The obligation applies only if Customer: (i) gives QXIP prompt written notice of the claim; (ii) permits QXIP to manage the defense and settlement of the claim; and (iii) reasonably cooperates with QXIP in the defense and settlement of the claim. In the event that Customer agrees to any settlement of any such claim without QXIP's prior written consent, QXIP shall no longer be obligated to defend and/or indemnify Customer according to Section 9.2 and any indemnification amount already paid shall be refunded by the Customer without undue delay. The obligation under this Section will not apply to the extent the underlying allegation arises from: (i) Customer's breach of this Agreement or applicable law; (ii) modifications to QXIP technology or Services by anyone other than QXIP; or (iii) the Customer Content. WARRANTIES AND REPRESENTATIONS 10.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill in all material respects. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services). 10.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD-PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. 6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. 10.3. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF LIABILITY 11.1. To the maximum extent permitted by applicable law, QXIP is under no circumstances liable to Customer for lost profits, loss of business, contracts, anticipated savings, loss of profit, loss of revenue, loss of goodwill, loss of reputation, loss or use of data and/or any indirect or consequential damages resulting from or in connection with the Services. 11.2. To the maximum extent permitted by applicable law, neither QXIP, nor QXIP's suppliers, may be held liable under this Agreement for more than the amount paid by Customer to QXIP hereunder for the Service that gave rise to the claim during the 12 (twelve) months before the liability rose. TERM AND TERMINATION 12.1. Term. This Agreement is valid for the Order which this Agreement accompanies. Services shall be provided for the Services Period defined in Your Order. This Agreement will remain in effect until terminated under this Section 12. 12.2. Termination by Customer 12.2.1. Customer may terminate this Agreement without a cause by providing us with at least 30 days' advance notice before the end of the Services Period. 12.2.2. If Customer does not agree with modifications to this Agreement, Customer may terminate this Agreement in accordance with Section 2.4. 12.3. Termination by QXIP 12.3.1. QXIP may terminate this Agreement without a cause by providing you with at least 30 days' advance notice. 12.3.2. QXIP may terminate this Agreement in full or in part at any time in respect of Services rendered free of charge. 12.3.3. QXIP may terminate this Agreement without notice and immediately disable the Services without reimbursing any costs or damages if Customer fails to meet any of its obligations hereunder and, in particular, if: (a) Customer repeatedly (more than twice) breaches the payment terms herein; (b) Customer fails to remedy a breach of the Agreement that gave rise to its suspension, provided said suspension lasts more than 7 days; (c) Customer fails to comply with the anti corruption clause stipulated herein; (d) Customer breaches the warranties and representations provided herein; (e) Customer: (i) becomes the subject of any sanctions imposed by the United States, the European Union or the United Nations; (ii) becomes the subject of any other applicable sanctions; (iii) breaches the obligations stated in Section 11.2.1. above; (f) it is necessary to comply with applicable law or requests of governmental entities. 12.4. Customer's termination notice shall be sent via e-mail to QXIP's e-mail address indicated on the Site. 12.5. Any unused funds on the Customer's Personal Account will be refunded by QXIP within 30 days after termination of this Agreement based on the Customer's e-mail request for such refund submitted to QXIP's e-mail address indicated on the Site. QXIP may offset Service Fees payable by Customer, accrued liquidated damages and losses QXIP incurred as a result of Customer's failure to perform its contractual obligations, from any amounts to be refunded to Customer.

GOVERNING LAW AND DISPUTE RESOLUTION 13.1. The Governing Law, without reference to conflict of law rules, shall govern this Agreement and any dispute of any sort that may arise between you and us. 13.2. Any dispute or claim relating in any way to your use of the Services will be adjudicated in the Governing Court, and Customer consents to exclusive jurisdiction and venue in the Governing Court, subject to the additional provisions below.

CONFIDENTIALITY 14.1. Confidential information means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic, or other information, including information on information security, identification/authentication, and authorization (logins, passwords, etc.) tools, software and hardware suites, principles of their operation, source codes (or parts thereof) of computer programs; statistics, information on customers, products, services, research findings. The Parties undertake not to disclose or transfer to any third parties' confidential information obtained from each other while implementing the Agreement, except as specified herein, stipulated by applicable law or agreed by the Parties in writing, and undertake not to use it for purposes contrary to the Agreement. 14.2. The receiving party shall apply the same level of care that it uses to safeguard its own confidential information, but in any case no less than a reasonable standard of care in safeguarding the disclosing party´s confidential information which it uses for its own information of like sensitivity and importance, and upon discovery of any unauthorized disclosure of confidential information in its possession, the receiving party shall use its best endeavors to prevent any further disclosure or unauthorized use thereof. 14.3. Confidentiality obligations do not apply to any information in the public domain at the time of disclosure or that later becomes part of the public domain through no fault of the receiving party. 14.4. If confidential information is disclosed deliberately or carelessly, the Party at fault undertakes to indemnify any losses caused by such disclosure if the affected Party so requests. 14.5. The obligations set forth in this Section shall bind the Parties for a period of 5 years from the date of disclosure of confidential information and such obligations shall survive the termination or earlier expiration of this Agreement. 14.6. The following information provided by the Parties is not deemed to be a breach of confidentiality: a) information that is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other governmental or municipal authority to be disclosed by the receiving party, but only to the minimum extent required and for the purpose of such order, and provided that the receiving party first notifies the disclosing party of such order (unless this is prohibited by applicable law) and, upon the request of the disclosing party, the receiving party shall use commercially reasonable efforts to assist the disclosing party, at the disclosing party's sole expense, in seeking an appropriate protective order; b) information that is provided to auditors and external consultants, subject to such persons undertaking to protect the confidentiality of information transferred under terms that ensure an equal or higher level of protection compared with the terms of the Agreement; c) information that is provided to a Party's affiliates, if such provision to an affiliate is reasonably needed for the Party to discharge its contractual obligations and the affiliate undertook to protect the confidentiality of the information transferred under terms that ensure an equal or higher level of protection compared with the terms of Agreement; d) information that is provided to third parties involved in providing all or some Services, if such parties undertook to protect the confidentiality of the information transferred under terms that ensure an equal or higher level of protection compared with the terms of Agreement. 14.7. Any references to QXIP shall only be published and the fact and/or details of cooperation relating to this Agreement shall only be communicated to third parties or the public with the prior written consent of QXIP, except where applicable law mandates disclosure of the relevant information. NOTICES 15.1. QXIP may send any notices, messages, and documents to Customer by e-mail to the e-mail address provided by Customer in the Management Console or by posting such notices, messages, and documents on the Site and/or in the Management Console. Notices QXIP provides by posting on the Site/Management Console will be effective upon posting and notices QXIP provides by e-mail will be effective when QXIP sends the e-mail. Customer is responsible for keeping its e-mail address current. Customer will be deemed to have received any email sent to the e-mail address then associated with the Customer account when QXIP sends the e-mail. 15.2. Customer may send messages and notices to QXIP via QXIP's e-mail address specified on the Management Console. All legal notices must be sent by Customer to QXIP at such e-mail address. 15.3. The Parties confirm that the exchange of documents, including letters, notifications, notices, and other communications transferred in any way specified above, will have evidential significance and full legal force.

MISCELLANEOUS 16.1. No agency. This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between Customer and QXIP that are not expressly stipulated herein. 16.2. Severability. Should any clause (or part of any clause) of this Agreement and/or any document referred to herein become invalid, void, illegal or unenforceable, the remainder of the Agreement and any document referred to herein will remain in effect. 16.3. No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights hereunder and/or any document referred to herein. 16.4. Assignment. This Agreement makes no provision for any assignment of any exclusive rights or license granted by QXIP to Customer for any parts of the Platform and the Services unless otherwise expressly stipulated herein or in the documents referred to herein. 16.5. QXIP may assign this Agreement (a) in connection with a merger, acquisition or sale of all or substantially all of its assets, or (b) to any affiliate or as part of a corporate reorganization. Effective upon such assignment, the assignee is deemed substituted for QXIP as a Party hereto, and QXIP is fully released from all of its obligations and duties to perform under this Agreement. QXIP shall inform Customer without undue delay of any such assignment via message in the Management console and/or by email. Customer hereby gives its consent to assignments of the Agreement in advance. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns. 16.5. Trademark. QXIP may use Customer's logo, trademark, trade name and/or name of the Customer's software product and/or the Customer's Site for information, advertising and marketing purposes upon Customer's consent with no remuneration payable to Customer for such use. 16.6. Anticorruption Clause. The Parties adhere to the applicable anticorruption laws and will comply in all respects with articles 177, 178, 363 and 364 of the Dutch Criminal Code (DCC), or any similar local laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, involving a total ban on any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in performance of the Parties' obligations (including agents, commission agents, customs brokers and other third parties), shall not accept, pay, offer to pay, allow or authorize the payment/acceptance of any funds or transfer of any benefits (including intangible benefits), directly or indirectly, to/from any persons for the purpose of influencing any actions or decisions with the intention of obtaining any improper advantage, including bypassing any legally prescribed procedure or pursuing other illegal purposes. This Clause constitutes the Parties' representations. Either Party may unilaterally withdraw from the Agreement if the other violates the obligations stipulated by this Clause. If a Party suspects that any provisions of this Clause have been or might be violated, the Party concerned undertakes to immediately notify the other of its suspicions in writing. 16.7. Force Majeure. The Parties are released from liability for partial or complete failure to discharge their obligations hereunder if such failure was caused by force majeure, including acts of God, natural and industrial disasters, acts of terrorism, hostilities, civil unrest, the adoption by public bodies or local governments of acts prohibiting or restricting the Parties' activities hereunder, or other circumstances that arise after the Agreement was signed as a result of emergencies that the Parties could neither foresee nor prevent, and that make it impossible for the Parties to discharge or properly discharge their obligations. On the occurrence of force majeure, each Party shall notify the other. The notice shall describe the nature of the force majeure and contain official documents certifying its existence and, if possible, evaluating its effect on the Party's ability to fulfill its contractual obligations. If the force majeure or its consequences last for one (1) month or more, either party may unilaterally terminate Agreement. 16.8. Parties' Details. If the Parties change their names, legal status, addresses and/or payment details or make other changes that may affect implementation of the Agreement, the party making the changes shall notify the other within 10 days from when such changes became effective. 16.9. Survival. The Parties' obligations whose nature is such that they must remain in effect (including, but not limited to, confidentiality obligations, payment obligations, and obligations to use information) will survive the termination of this Agreement. 16.10. Conflicting Terms. In the event of any conflict between this Agreement and your Order, your Order shall prevail. 16.11. Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If QXIP provides a translation of the English language version of this Agreement, the English language version of the Agreement will prevail in the event of any conflict. 16.12. Intellectual Property. Other than Customer Content, QXIP reserves all rights not expressly granted to you herein. The Services and the Platform are protected by copyright, trademark, patent and other laws of The Netherlands. QXIP owns all rights, title, and interest in and to the Services and the Platform and all copies of the Services and the Platform. This Agreement does not grant you any rights to our trademarks or service marks. For purposes of this Agreement, this means all patent rights, copyright, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

TERMS AND DEFINITIONS The capitalized terms used herein have the following meanings, unless the text expressly implies otherwise: "API" means an application program interface; "Days" means calendar days unless otherwise expressly stated in the text. For avoidance of doubts, any reference to the "days" in the text, whether the letter is used the capitalized or not, will be used in the meaning specified in this Section. "Content" means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials; "Customer's Content" means Content uploaded by Customer to the Platform via the Services; "Governing Law" and "Governing Court" means, respectively, Dutch Law and the Court of Amsterdam, The Netherlands. "Limits" means the technical limitations of usage of the Services related to the Platform architecture; "Management Console" means a private section of the Platform, access to which is provided by QXIP to Customer for administering the Services, including, but not limited to ordering and managing the Services; containing Statistics on the Services used, information on the Customer's Personal Account status, login details, Quotas, and credits; providing a means for the Parties to exchange notices and messages; and performing other actions required to make use of Platform options; “Order” means create an account in the Platform and accept the Terms of Services or a written document executed by You and Us specifying the Services You have ordered, and the fees owed thereunder, and such other terms as are agreed, including any addenda and supplements thereto. Order "Personal Account" means a body of records that describes the financial relationship between QXIP and Customer, which keeps a tally of the Services ordered and used, and contains billing information about Customer's payments made and amounts payable under this Agreement. A Personal Account is of a technological nature and does not have the status of a settlement account or bank account; "Platform" and/or "QXIP Platform" means the software and hardware platform that provides a means to use the Services and other cloud resources of the Platform; "Quotas" means the organizational limitations on usage of the Services that QXIP establishes for each Customer individually depending on the quantity of Services ordered and used by Customer. Information on Quotas is available in the Management Console; "Services" means cloud services or software products (including associated APIs) that allow the use of certain categories of Platform resources. A full list of available Services is posted on the Site; "Services Period" means the period of use defined in Your Order; "Site" means a website available online at https://gigapipe.com/ as may be updated by QXIP from time to time; "Statistics" means electronic data of QXIP's automated record systems which contain information on the quantity of Services used, Service fees and other information relating to use of the Services available in the Management Console; "Trial Period" means the period during which Customer is entitled to test the Services and investigate their options; "User" means any individual or entity that directly or indirectly through Customer accesses or uses Services under Customer's account: (a) accesses or uses your Content; or (b) otherwise accesses or uses the Services under your account.