IPQS Terms and Conditions of Use

Last Revised September 3, 2025

1. User's Acknowledgment and Acceptance of Terms

IPQualityScore LLC, a Florida limited liability company (collectively referred to as "IPQualityScore", "IPQS", "Us" or "We") provides the IPQualityScore.com Site and various related services (collectively, the "Site" or "Services") to you (collectively referred to as the "User", "Client", "You" or "Customer"), subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use", "Terms and Conditions", "Agreement", or "Terms"), as well as any other written agreement between us and you. In addition, when using particular services or materials on this Site, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of September 3, 2025. We expressly reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of this Site after such modifications will constitute acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.

2. Description of Services

IPQS offers various data services, API access, and documentation through this Site, including but not limited to Fraud Detection, Bot Detection, Data Validation, IP Address Intelligence, Email Validation, Phone Validation, User & Payment Screening, Device Fingerprinting, and other related services (collectively, the "IPQS Services"). You are responsible for providing, at your own expense, all necessary equipment to access and use the IPQS Services, including but not limited to a computer, modem, web server, and Internet access, as well as the payment of any fees associated with such access.

IPQualityScore grants you a non-exclusive, non-transferable, non-sublicensable license to access and use the IPQS Services. You agree to use the IPQS Services in compliance with all applicable laws, regulations, and the terms of this Agreement. We reserve the sole right to either modify or discontinue the Site, including any of the Site's features, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on this Site shall also be subject to these Terms of Use.

3. Registration Data and Privacy

To access the services of IPQS, you are required to (a) create an account and password by completing our online registration form, which will request certain information and data ("Registration Data"), and (b) maintain and update your Registration Data as necessary. By registering, you confirm that all information provided in the Registration Data is accurate and complete, and you agree to keep this information current, complete, and accurate.

Upon registration, your account's contact information may be transferred to a Customer Relationship Management (CRM) system that adheres to industry standards for security and data processing safeguards. You may be contacted by our support or marketing team through automated or manual methods. To opt-out of such communications, please submit a support ticket or provide written notice with your opt-out request.

4. Use of Logo

Client authorizes IPQualityScore to use its name, logo and/or trademark in connection with certain marketing materials that IPQualityScore may disseminate to the public in accordance with Client's brand guidelines, if applicable, or commonly accepted standards of decency.

The marketing materials are limited to use on IPQualityScore's website and non–public brochures relating the fact that IPQualityScore has a business relationship with Client.

Client may revoke this Use of Logo right at any time with seven (7) business days written notice.

5. Data Processing Agreement

IPQS processes Client Data in accordance with its Data Processing Agreement (https://www.ipqualityscore.com/data-processing-agreement) (“DPA”), which is hereby incorporated by reference into this Agreement. The DPA outlines the roles and responsibilities of the parties and establishes the legal basis for IPQS’ processing of personal data in compliance with applicable data protection and privacy laws, including, without limitation, the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, “CCPA”).

IPQS implements and maintains appropriate technical and organizational safeguards designed to protect the security, confidentiality, integrity, and availability of Client Data in accordance with industry best practices and applicable legal requirements.

To the extent Client provides IPQS with personal data or otherwise enables the processing of personal data via the Services, Client is responsible for ensuring that such data sharing and processing complies with all applicable data protection laws and regulatory requirements.

6. Conduct on Site

Your use of the Site and IPQS Services are subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Site.

You may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. You shall not interfere with anyone else’s use and enjoyment of the Site or other similar services. Users who violate systems or network security may incur criminal or civil liability.
You agree to comply with all applicable U.S. state and federal laws and regulations, including without limitation the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act (TCPA) of 1991, and if applicable, the Canada Anti-Spam Law (CASL) or any other consumer protection or anti-spam laws that may apply in jurisdictions outside the United States. IPQS services may not be used to evade, bypass, or otherwise circumvent these legal obligations.
IPQS is not a consumer-reporting agency (“Consumer Reporting Agency”) as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”) and any data provided by IPQS does not constitute “Consumer Reports”, as that term is defined in the FCRA. Client will not use the IPQS Services for any purposes enumerated in the FCRA in lieu of obtaining a Consumer Report.
You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our Site without prior notice to you for knowingly violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. If your account is terminated by IPQS, a pro-rated refund will be provided by IPQS for any paid services.

7. Third Party Sites and Information

The IPQS Services may contain links to third-party websites, services, or resources, or may reference third-party information, documentation, software, materials, or services (collectively, “Third-Party Content”) that are not owned or controlled by IPQS. Such Third-Party Content is provided solely as a convenience to you and does not constitute an endorsement, sponsorship, or affiliation by IPQS.

You acknowledge and agree that IPQS does not control, and is not responsible for, the availability, accuracy, legality, reliability, or appropriateness of any Third-Party Content, nor for any products, services, or other materials offered by such third parties. IPQS makes no representations or warranties of any kind, express or implied, regarding such Third-Party Content and disclaims all liability arising from your access to or use of such Third-Party Content.

Your interactions with third parties, including payment and delivery of goods or services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. IPQS shall not be liable for any damages or losses of any kind incurred as a result of such dealings or as a result of the presence of Third-Party Content on or accessible through the IPQS Services.

8. Intellectual Property Information

For the purposes of this Agreement, “Content” includes, but is not limited to, any and all information, data, reports, analytics, communications, software (including source code and object code), application programming interface (API) responses, scripts, documentation, photographs, graphics, audio, video, designs, features, and other materials or services made available by IPQS through its websites, platforms, products, in addition to the IPQS Services.

You acknowledge and agree that all Content, including all intellectual property rights therein, is the exclusive property of IPQS and/or its affiliates, licensors, or content providers, and is protected by applicable intellectual property laws, including but not limited to copyright, trademark, trade secret, and patent laws. Use of the IPQS Services does not grant you any rights to or interest in any intellectual property owned by IPQS, except for the limited rights expressly granted under this Agreement.

You may use the Content solely as permitted under this Agreement and solely in connection with your authorized use of the IPQS Services. Any unauthorized access, reproduction, distribution, modification, or other use of the Content is strictly prohibited and may result in civil and/or criminal liability.

All IPQS trademarks, service marks, trade names, logos, and custom graphics (collectively, “IPQS Marks”) are the property of IPQS or its affiliates. Other product and company names mentioned in the IPQS Services may be the trademarks of their respective owners. This Agreement does not grant you any rights to use the IPQS Marks or any third-party trademarks without the prior written consent of the respective rights holders.

IPQS and its affiliates make no representations or warranties that your use of the Content or IPQS Services will not infringe the intellectual property or other proprietary rights of third parties.

9. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through this Site often represents the opinions and judgments of an information provider, Site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized IPQualityScore spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this Site for further information, which policies are incorporated by reference into these Terms of Use.

You understand and agree that temporary interruptions of the services available through this Site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this Site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES AND/OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IPQUALITYSCORE’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE AMOUNT ACTUALLY PAID BY CLIENT TO IPQUALITYSCORE FOR THE 12 MONTHS PRECEDING THE SUBJECT CLAIM IN CONNECTION WITH THE PROVISION OF IPQS PRODUCT UNDER THIS AGREEMENT AND CLIENT AGREES THAT THE FOREGOING SHALL CONSTITUTE ITS SOLE AND EXCLUSIVE REMEDY (ALL OTHER REMEDIES BEING WAIVED THEREBY).

11. Non-Disparagement

Both parties agree not to disparage the other party, and the other party's officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both you and the Company shall respond accurately and fully to any question, inquiry or request for information when required by legal process.

12. Indemnification

You agree to defend, indemnify, and hold IPQS, its officers, directors, employees, agents, licensors, suppliers, affiliates, and any third party information providers to this Site harmless from all liabilities, claims, and expenses, including attorney fees, that arise from your use or misuse of the Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with IPQS in asserting any available defenses.

13. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account information, and for all actions taken under your account. To prevent unauthorized access, you must take appropriate precautions to safeguard your password and account from being compromised. Our personnel will never ask you for your password. Additionally, you may enable Two-Factor Authentication (2FA) on your account at any time for enhanced security.

You are prohibited from transferring or sharing your account with any third party. We reserve the right to immediately terminate your account if it is transferred or shared in violation of this provision.

To ensure the security of your data, IPQS implements robust administrative, physical, and technical safeguards to protect your information. These include incident response policies, procedures, and a high-availability architecture tailored to the nature and complexity of the services provided. Our security measures are designed to:

(i) Ensure the confidentiality and security of the services and client data,
(ii) Protect against anticipated threats or risks to the security or integrity of the services and client data, and
(iii) Prevent unauthorized access that could cause significant harm or inconvenience to you, your affiliates, or your clients and agents.

We are committed to complying with all applicable privacy laws and regulations that apply to the services provided under this Agreement.

14. Participation in Promotions

From time to time, the Site may display advertisements or promotional content provided by third parties. Client's participation in any correspondence or promotional activity with such third-party advertisers—including the purchase, payment, delivery, and any associated terms, conditions, warranties, or representations—is conducted solely between Client and the applicable advertiser. IPQS assumes no liability or responsibility for any part of such interactions, and disclaims any obligation arising from Client's dealings with third-party advertisers.

15. Termination of Use

You acknowledge and agree that we may, at our sole discretion, suspend or terminate your access to all or part of the Site, with or without notice, and for any reason, including, but not limited to, any breach of this Agreement. Any suspected fraudulent, abusive, or illegal activity may result in the termination of your access and may be reported to the appropriate law enforcement authorities.

Upon termination or suspension of access, regardless of the reason, your right to use the services on the Site will immediately cease. You further acknowledge that we may deactivate or delete your account, along with all associated information and files, and restrict further access to such files or the Site. We will not be liable for any claims or damages arising from the termination, suspension, or any other actions taken in connection with such events.

In the event of termination or expiration of this Agreement, all rights granted to you to use the IPQS Site and Services will immediately cease, and you will immediately discontinue all use of the Site and Services.

If your account is terminated by IPQS, you will receive a pro-rated refund for any unrendered paid services. You may also terminate this Agreement at any time by providing thirty (30) days' written notice to IPQS. However, if you choose to terminate, all outstanding Service Fees for the remainder of the Service Term will become immediately due. Termination by you does not entitle you to a refund for any portion of the Service Fees or for any unused services.

16. API & Data Usage

Usage of the IPQS Site, IPQS APIs, IPQS Services, and/or data is granted given that the Client does not engage in the following activities:

Reverse engineer or attempt to extract the source code from any of IPQS' Site, IPQS APIs, IPQS Services or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Interfere with, abuse, or disrupt usage of IPQS' Site, IPQS APIs, IPQS Services or the servers or networks providing the APIs.
Create an API Client that functions substantially the same as the IPQS APIs and/or IPQS Services and offer it for use by third parties without written approval.
Use the IPQS Site, IPQS APIs, and/or IPQS Services to replicate or compete with core products or services offered by IPQS without written approval.
Use the IPQS Site, IPQS APIs, and/or IPQS Services for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, emergency services, or life support systems).
Resell or republish IPQS data, IPQS API responses, IPQS API access, and/or IPQS Services to any third-party or sublicense Usage of IPQS' Site, IPQS APIs, and/or IPQS Services for use by a third party.
Use IPQS data in any manner intended to evade, bypass, or contravene data privacy or consumer protection laws, including but not limited to GDPR, CCPA/CPRA, LGPD, or other applicable privacy frameworks.
Use any IPQS data, including data containing appended Personally Identifiable Information (PII), for malicious, fraudulent, or unlawful purposes (including but not limited to social engineering, identity impersonation, account takeover, harassment, or exploitation), or for direct marketing to individuals without that individual’s prior written consent.

17. Free Account Limitations

Users are prohibited from creating multiple accounts for the purpose of obtaining duplicate allocations of monthly free credits. Any attempt to circumvent this policy may be considered an abuse of the IPQS Services and may result in the suspension or termination of related accounts and access to the Services. If your organization requires multiple accounts for legitimate business purposes, please contact IPQS support in advance for authorization.

18. Premium Plans & Queries

Each API request, lookup, or query executed through IPQS Services shall deduct one query credit from the Client’s account balance, except where explicitly excluded (e.g., retrieval of historical account data, as applicable). Query usage is tracked and billed in accordance with the selected subscription plan or prepaid query pack.

All purchases of query packs and premium subscription plans are final and non-refundable. This policy is necessary as IPQS provisions infrastructure and allocates server resources in real-time to accommodate the performance and capacity requirements of active paid accounts. Accordingly, no refunds, rollovers, or proration of unused queries or subscription time will be provided, except where required by applicable law.

Client is solely responsible for monitoring its query usage and ensuring it maintains an adequate account balance or active subscription to avoid service interruptions.

19. Affiliate Program & Referrals

IPQS offers an affiliate program to all active users. When a new user registers through an existing user's unique referral URL ("Referral"), their activity is credited to the referring user's account. To qualify for affiliate earnings:

Both the referral and referring accounts must remain in good standing.
Referral earnings are defined in the Affiliate section of your IPQS dashboard.
Duplicate or related accounts are ineligible for affiliate earnings.

Earnings will be paid on a NET-60 schedule. IPQS reserves the right to deny or withhold affiliate commissions at its discretion.

20. Client Data

In connection with the provision of IPQS Services, Client may transmit to IPQS certain transactional, behavioral, or user-related data, which may include, without limitation, IP addresses, names, email addresses, billing details, phone numbers, device identifiers, and other similar data elements (“Client Data”). IPQS shall process such Client Data solely for the purpose of delivering its fraud detection and risk scoring services, which include behavioral analysis, threat intelligence enrichment, and pattern recognition to assess the risk profile of transactions, devices, and users.

IPQS may use Client Data, including associated metadata, to improve the accuracy and performance of its risk models, scoring algorithms, and detection methodologies. In certain cases, anonymized or aggregated insights derived from Client Data may be leveraged to enhance IPQS' global threat intelligence platform and improve scoring for other IPQS clients. However, such use will not include the disclosure of any personally identifiable information (PII) or Client-specific business data to any third party.

All Client Data shared with IPQS is protected by industry-standard administrative, technical, and physical security measures, and is handled in compliance with applicable data privacy regulations, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as detailed in IPQS’ Data Processing Agreement.

21. Governing Law

The Site (excluding any linked sites) is controlled by IPQS from our offices located in the State of Florida, United States of America. While the Site can be accessed from all 50 states and various other countries, each jurisdiction may have laws that differ from those of Florida. By accessing the Site, both parties agree that the laws and statutes of the State of Florida, without regard to its conflict of laws principles and the United Nations Convention on the International Sale of Goods, shall govern all matters related to the use of the Site and the purchase of products and services through the Site.

Both parties hereby consent to the exclusive personal jurisdiction and venue of any court of competent jurisdiction within the State of Florida for any disputes arising under this Agreement.

22. Entire Agreement

These terms and conditions represent the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersede all prior agreements, discussions, and understandings, whether written or oral, regarding the same subject matter. Any attempt to modify, supplement, or amend this Agreement, or to place an order for products or services subject to additional or altered terms and conditions, shall be considered null and void unless specifically agreed to in writing by both parties.

In the event of any conflict or inconsistency between this Agreement and any other materials or content associated with the Site, the terms of this Agreement shall prevail.

23. Class Action Waiver

Both IPQS and Client mutually waive the right to a trial by jury. Any dispute between the parties must be brought solely in an individual capacity and not as part of any class action or representative proceeding. You acknowledge and agree that this Agreement prohibits you from initiating legal or arbitration proceedings on behalf of others or joining proceedings filed by other parties.

24. Severability

Should any provision of this Agreement be held void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.

25. Survival

In addition to any provisions that by their nature should survive, the following provisions will survive any expiration or termination of this Agreement, the following Sections shall survive the expiration or termination of this Agreement: 8 (Intellectual Property Information), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Non-Disparagement), 12 (Indemnification), 15 (Termination of Use), 16 (API & Data Usage), 20 (Client Data), 21 (Governing Law), 22 (Entire Agreement), 23 (Class Action Waiver), 24 (Severability), 28 (Reseller Governance), 30 (Employee Non-Solicitation), 31 (Miscellaneous).

26. Failure To Enforce

The failure of IPQualityScore to enforce any provision of these terms and conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

27. Anti-Bribery

(1) Each Party hereby warrants that it shall neither, directly or indirectly, pay any commission, remuneration or kickbacks secretively outside the books to the other party or any third party’s employees or officers, or provide any gifts or hospitality, nor reach any arrangement for any the above issues with the other party or any third party’s employees or officers, except for the inexpensive advertising gifts given according to commercial practices.

(2) Either party breaching the provision of this Article shall be regarded as material breach. The non-breaching Party has the right to terminate this Agreement by written notice to the breaching party, and reserves the right to take further legal measures. The breaching party shall be responsible for all the losses encountered by the non-breaching party therefrom.

28. Reseller Governance

If Client purchases access to IPQS Services through an authorized third-party reseller (“Reseller”), this Agreement shall govern Client’s use of the Services, including all rights and obligations related to access, usage, restrictions, and intellectual property. However, all payment-related terms, including fees, invoicing, billing, and refunds, shall be governed by the separate agreement between Client and the applicable Reseller. IPQS shall bear no responsibility or liability for any such financial arrangements.

Client represents and warrants that it shall timely remit all fees and charges owed to the Reseller in connection with its use of the Services. Client expressly waives any right to unilaterally cancel, downgrade, or terminate its subscription for convenience, or otherwise modify its order, unless such rights are expressly granted under this Agreement or permitted by the Reseller under its own terms.

Any disputes, claims, or issues arising out of or relating to payment obligations shall be resolved exclusively between Client and the Reseller. Under no circumstances shall IPQS be liable for any act or omission of the Reseller, nor shall any such issue relieve Client of its obligations under this Agreement.

29. Signature

Your electronic signature shall be deemed to be an original and shall be evidence of your agreement to accept all terms of this Agreement.

30. Employee Non-Solicitation

During the Term and for two (2) years after the later of (i) termination or expiration of this Agreement or (ii) with respect to each IPQS employee, the date such employee separates from IPQS, Client shall not, directly or indirectly, knowingly solicit, induce, hire, or engage (as an employee, contractor, or consultant), or attempt to do any of the foregoing, any individual who is or was employed by IPQS and (A) with whom Client had Material Business Contact through the Services in the preceding twelve (12) months, or (B) whose identity or qualifications became known to Client through the relationship contemplated by this Agreement. This Section applies to Client’s Affiliates and to any recruiter or intermediary acting at Client’s direction, on Client’s behalf, or for Client’s benefit.

(a) Permitted recruiting. General, non-targeted recruiting (e.g., public job postings, job fairs, or advertisements not directed at IPQS personnel) and independent, unsolicited applications by IPQS employees do not violate this Section. Nothing herein restricts any individual’s right to work.

(b) Remedies; reformation. Client acknowledges that breach would cause irreparable harm, and IPQS is entitled to injunctive relief in addition to all other remedies at law or in equity.

(c) Savings; automatic fallback. To the maximum extent permitted by applicable law, this Section shall be enforced and, if necessary, reformed to the minimum extent required to be valid and enforceable. However, where any jurisdiction deems a no-hire/no-poach restriction unlawful in whole or in part, this Section will automatically operate only as a targeted employee non-solicitation limited to direct, targeted outreach by or for Client to IPQS employees with whom Client had Material Business Contact in the prior twelve (12) months, and shall not restrict general advertising or independent applications.

(d) Definition. “Material Business Contact” means direct interaction for business purposes in connection with the Services, including without limitation meetings, calls, emails, collaboration on tickets or projects, or supervision/management of such work.

(e) No use of Confidential Information. Client shall not use IPQS Confidential Information (including personnel directories, org charts, or non-public contact details obtained through the Services) to identify, target, or recruit IPQS employees.

31. Miscellaneous

(a) Prevailing Party Fees. In the event of any legal action or proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other expenses incurred in connection therewith.

(b) Limitation on Claims. Any cause of action or claim arising out of or relating to this Agreement, the Services, or your relationship with IPQualityScore (“IPQS”) or its Affiliates must be brought within one (1) year after the cause of action arises. Any claims not brought within such period shall be deemed irrevocably waived and permanently barred.

(c) Assignment. Client may not assign or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of IPQS. Any purported assignment in violation of the foregoing shall be null and void. IPQS may assign this Agreement freely, including in connection with a merger, acquisition, or corporate reorganization.

(d) Force Majeure. IPQS shall not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes or strikes, war or military conflict, governmental action or regulation, supply chain disruption, civil unrest, acts of terrorism, power or internet outages, or failures of third-party service providers.

(e) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified or interpreted to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

(f) No Waiver. No failure or delay by IPQS in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. A waiver shall only be effective if in writing and signed by an authorized representative of the waiving party.