iQ GLOBAL AS
STANDARD TERMS AND CONDITIONS
These Terms & Conditions (the “Terms”) describe your rights and responsibilities when using the services provided by iQ Global AS, a Norwegian Limited Company, (the “Services”). We ask you to carefully read through them.
If you are accessing the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “Client” will refer and apply to you and that company or other legal entity.
1 DEFINITIONS AND INTERPRETATIONS
In this Agreement (unless the context otherwise requires), the following words and phrases shall have the following meanings:
- “Agreement” means the Agreement formed by these Terms together with the Order Form, as may be varied from time to time in writing between the parties;
- “Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form wherever located) relating to the business, clients, customers, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or any of its or their suppliers, clients, customers, agents, distributors, shareholders or management, whether or not such information is marked confidential;
- “Data Sources” means the data from systems provided by the Client or that the Client otherwise provides to iQ Global;
- “Domains Scanned” is defined as the number of unique domains scanned per month.
- “Effective Date” means when the Client has clicked “Next Step” and “Submit” (or similar button or checkbox) on the Order Form;
- “Intellectual Property Rights” means all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, registered trademarks, registered designs, models, unregistered design rights, unregistered trademarks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, rights in formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions, and applications for and rights to apply for any of the foregoing, in each case in the Kingdom of Norway and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions;
- “Monthly Fees” means the applicable monthly fees based on Domains Scanned as set out in the Pricing Table as specified in the Order Form;
- “Order Form” means iQ Global order form at https://iq.global/signup which the Client must complete to order the Services;
- “Service” or “Services” means the iQ Global Abuse Manager service as described at https://abusemanager.iq.global/ ;
- “Terms” means these terms and conditions;
2 FORMATION OF AGREEMENT
- By submitting the Order Form, the Client warrants that it has authority to order the Services and enter into this Agreement.
3 iQ GLOBAL’S OBLIGATIONS
- iQ Global shall perform the Services on behalf of the Client using reasonable skill and care and in a professional manner.
- iQ Global shall extract information from the Data Sources as provided by the Client. iQ will also collect information from relevant paid and publicly available data sources to enrich the data.
- iQ Global shall provide the Client with access to the Service and any necessary details and passwords required to access the iQ Global.
- iQ Global will provide Customer Support via email on a 24/7 basis.
4 CLIENT OBLIGATIONS
- That, by signing the Order Form, the Client consents to and has procured all necessary third party consents to iQ Global i) extracting information from the Data Sources in a format specified by iQ Global and ii) providing the Services.
- To be responsible for all activities performed or executed using their account, including the approval and management of Client user accounts, and to maintain the secrecy of those passwords. The Client may at any time change its passwords by logging into the Portal.
- That, should it tell another person of its usernames and passwords so that they may log in to the Service, this is entirely at the Client’s risk and iQ Global has no liability for any use or misuse of any information to which they may gain access to on the Service or for any activities they may carry out.
- To notify iQ Global immediately in the event of a security breach or suspected security breach concerning any aspect of the iQ Global Service including the Client’s username, password, security phrase or any other access details to the iQ Global and take such steps as are notified by iQ Global to remedy and/or mitigate the security breach. At all times to co-operate with iQ Global and to provide it promptly with such information as is reasonably required by iQ Global.
- That, if iQ Global’s performance of any of its obligations under this Agreement is prevented or delayed, in whole or in part, by any act or omission by Client or failure by Client to perform any aspect of any relevant obligation under this Agreement iQ Global shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from iQ Global's failure or delay to perform any of its obligations as set out in this Agreement.
- That, the Client is responsible for the collection and data integrity of the Data Sources, and acknowledges that missing or corrupt Data Sources may result in errors in the Service.
- That, the Client acknowledges that if IQ Global is asked to extract the data based on TLD name, that there service might not detect all possible abuse reports.
- That, in the course of providing the Services, iQ Global may obtain personal data from the Data Sources. The Client warrants that it has obtained all necessary consents required from data subjects to enable such personal data to be disclosed to iQ Global and to enable iQ Global to carry out its obligations under and incidental to this Agreement.
5 FEES AND PAYMENT
- All prices and fees mentioned by iQ Global are in US Dollars, unless explicitly otherwise stated.
- All prices and fees are excluding value-added tax (VAT) and any other taxes or government levies, as well as costs for transport and delivery, unless explicitly otherwise stated.
- Unless otherwise agreed in writing, iQ Global shall invoice the Client for the Monthly Fees, at the start of each month commencing on the month when access is provided to the Service.
- Invoices will be sent via electronic mail (email) to the address specified by the Client.
- Each invoice will be payable within 30 days of the date on which the invoice is issued.
- iQ Global shall be entitled to review and vary its standard fees and charges for the Services under this Agreement from time to time, but no more than once a year and only upon 45 days written notice to the Client.
- If the Client fails to pay an invoice within the term of payment, the Client is in default without a warning or notice of default being required. From the time at which the Client shall be in default until the day of payment in full, interest shall accrue on the outstanding amount at 3% per annum.
- If payment is delayed, an interest charge will be incurred on overdue payments for each month started or at that time extra fee according to currently applicable law or debt collection regulation.
- If the Client continues to be in default in his obligation to pay the outstanding invoice with accrued interest, iQ Global can place the matter in the hands of a lawyer or a debt-collector agency. All collection costs incurred by iQ Global in respect of such collection, both in law (judicial costs) as well as out of law (extrajudicial costs) shall be for the Client’s sole account.
- All payments due under this Agreement shall become due immediately upon termination of this Agreement despite any other provision herein. All payments due under this Agreement shall be made without any deduction by way of set off, counterclaim, discount or abatement or otherwise except where the Client is expressly permitted to do so by law or Order of Court.
- The parties agree that any fees paid or payable are non-refundable. Accordingly if the Agreement is terminated or the Services are cancelled, iQ Global will be entitled to retain such fees.
6 CONFIDENTIALITY AND DATA
6.1 iQ Global will keep confidential and neither disclose nor permit its employees, agents or sub-contractors to disclose any Confidential Information entrusted to it by the Client. This restriction shall not apply to information already in iQ Global’s possession, or which comes into the public domain other than by breach of this obligation by iQ Global, its employees, agents or subcontractors, or which is disclosed to iQ Global by a third party free to disclose the same, or is required to be disclosed pursuant to any law or regulation or by a court of competent jurisdiction or by any legal or regulatory authority (including the police), or is independently developed by iQ Global.
6.2 iQ Global shall not use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
7 INTELLECTUAL PROPERTY RIGHTS
- For the avoidance of doubt, all Intellectual Property Rights in the materials used by iQ Global to carry out the Services or in any registered or unregistered trade mark, service mark, logo, design, database content or format, copyrighted material, software or data owned by iQ Global or any relevant third party owners remain vested in iQ Global or the relevant third party owners and cannot be used except with prior written permission. Copyright in the Services and any reports created thereunder shall also remain with iQ Global, but the Client is hereby granted a non-exclusive, non- transferable licence to copy and use the reports for its own internal purposes only.
- Any Intellectual Property Rights which come into existence as a result of the performance by iQ Global of the Services will be the property of iQ Global.
THE STATUTORY LIABILITY OF iQ GLOBAL DUE TO AN ATTRIBUTABLE FAILURE TO PERFORM UNDER THE AGREEMENT WILL BE LIMITED TO COMPENSATION, DAMAGES AND/OR LOSS NOT EXCEEDING THE SUM STIPULATED FOR THE SERVICE CONCERNED.
IF THE TERM OF THE SERVICE RUNS LONGER THAN ONE YEAR, THE MAXIMUM COMPENSATION WILL NOT EXCEED THE TOTAL SUM OF PAYMENTS FOR THE YEAR IN WHICH SUCH FAILURE OCCURS. UNDER NO CIRCUMSTANCES SHALL COMPENSATION, DAMAGES AND OR / LOSS EXCEED THE AMOUNT OF USD 30 000 OR IF VOID LIMITED TO STATUTORY MINIMUM LIABILITY, WHEREBY A SERIES OF CONNECTED INCIDENTS OR EVENTS WILL COUNT AS ONE INCIDENT OR EVENT.
IN NO EVENT SHALL iQ GLOBAL NOR ITS PARTNERS, NOR ANYONE ELSE INVOLVED IN CREATING, SUPPORTING OR, PRODUCING BE LIABLE TO YOU FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR LOST EQUIPMENT, AND ANY WEBSITE OR NETWORK DOWNTIME, COST OF PROCURING SUBSTITUTE SERVICES HEREUNDER, EVEN IF iQ GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CLIENT ACKNOWLEDGE AND AGREE THAT THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT, IN THE ABSENCE OF THESE LIMITATIONS OF LIABILITY, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
NEITHER iQ GLOBAL NOR ANY OF ITS RESPECTIVE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8 ABOVE, iQ GLOBAL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
9 INDEMNIFICATION FOR THIRD PARTY CLAIMS
Each Party agrees to indemnify, defend, and hold harmless the other Party, and its directors, officers, employees and agents from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses or other third party claims in connection to the delivery of Services.
10 AVAILABILITY OF SERVICES
iQ Global will use best endeavours to provide the Services without interruptions and ensure that the reports will be accurate. However, from time to time the Client may experience disruptions mainly due to circumstances beyond the control of iQ Global for which iQ Global excludes all liability. iQ Global may also need to perform maintenance of its hardware and/or software, which may interrupt the provision of the Services. iQ Global will provide, wherever possible, advance notice to clients of any maintenance that may affect the Service.
11 TERM AND TERMINATION
- Unless otherwise stated, this Agreement shall commence on the Effective Date and shall continue until termination in accordance with this clause 11.
- Either party may terminate the Services on 90 days written notice to the other party.
- A party may (without limiting any other remedy) at any time terminate this Agreement by giving written notice to the other if:
11.3.1 the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within thirty (30) days after being required by written notice from the other party to do so; or
11.3.2 the other party shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due or any analogous event occurs to the other party in any jurisdiction.
12 FORCE MAJEURE
- iQ Global will not be in breach of the Agreement or otherwise liable to the Client for any failure to perform or delay in performing its obligations under the Agreement and it reserves the right to defer the date of provision of the Services if it is prevented from or delayed in performing its obligations under the Agreement due to circumstances beyond its reasonable control including, without limitation, any natural hazard outside human control; governmental actions; war or national emergency; acts of threat of terrorism; protests; riot; civil commotion; fire; explosion; flood; epidemic; lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce); restraints or delays affecting carriers; inability or delay in obtaining supplies of adequate or suitable materials; inability to access premises; breakdown or failure of technology or machinery; changes in law which result in the provision of Services as set out in the Agreement being or becoming illegal; theft or malicious damage to iQ Global’s property (whether physical or intangible); and/or failure of a utility service or transport or telecommunications network provided that, if the event in question continues for a continuous period in excess of thirty (30) days, either party shall be entitled to terminate the Agreement immediately by giving notice in writing to the other party.
- This Agreement shall, together with the Order Form constitute the entire agreement between the parties and supersede any previous agreement or understanding and may not be varied except in writing between the parties and signed by their respective authorised signatories. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
- The Client cannot transfer his rights and obligations under this Agreement without written consent from iQ Global, which shall not be unreasonably withheld.
- iQ Global may assign, transfer, novate, mortgage, charge, sublicense, hold on trust or otherwise deal in or dispose of, in whole or in part, any of its rights or obligations under this Agreement without the prior consent of the Client and the Client hereby undertakes and agrees to promptly execute and deliver any documents or instruments required by iQ Global for such purpose.
- Notices relating to this Agreement will be sent to the Client via email to the email address set forth in the Order Form. Notices to iQ Global should be sent to email@example.com.
- Any variation of this Agreement must be in writing and be signed by each party to the Agreement.
- No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right.
- If any provision or any part of a provision of this Agreement is held by any authority to be invalid and unenforceable, the validity of the other provisions and/or the remaining part of the provision shall not be affected.
- This Agreement and other judicial acts concerning the delivery of the Services are governed by the laws of Norway. If a dispute arises between the parties concerning the interpretation or legal effect of the Agreement, iQ Global can demand that an attempt shall be made in the first instance to resolve the dispute through negotiation. If such negotiations do not reach a conclusion within 30 days of the demand for the negotiations being made, the dispute shall be forwarded to the local courts in Norway, Oslo.
Last updated: 24 November 2020
Online Terms and Conditions