,ION Subscriber Agreement by HC121002182339


									ION Subscriber Agreement

1.1. This Subscriber Agreement implements the terms and conditions which apply to the Services
provided by International Ocean Networks LTD (ION). The Conditions and obligations contained
herein are based upon the selections made by the Subscriber.

1.2. The Subscriber will be bound by the terms of the Agreement and any additional terms, conditions
or policies that may appear on ION’s website (www.internationaloceannetworks.com). Please note
that these terms, conditions and policies are themselves subject to regular updates and changes,
which in turn may then be incorporated into existing Service Agreements (depending on the selection
made by the Subscriber, see above).

1.3. Unless otherwise stated ION will provide its Services to its Subscribers on a month-to-month
basis (the minimum term being one month), see Purchase Order form for more options. ION will
provide Service (starting with a minimum term) to its Subscribers unless a contract has been
terminated in time and in accordance with the terms of this Agreement.


2.1. Modifications of this Agreement. With up to 30 days prior notice ION may add to, modify or
terminate any provision of this Agreement

2.2. Modification of the Services. With up to 30 days prior notice ION may upgrade, change,
terminate or revise any aspect or feature of its Services. This includes, without limitation, content,
access to the support service, publications, equipment, system requirements and any other products
or services included in the Subscriber´s contract.

2.3. Termination by Subscriber. A Subscriber may cancel his/her monthly service at any time within
the billing cycle, providing ION receives written notice 30 days prior to cancellation date. In case a
Subscriber does not terminate his/her contract in accordance with the terms and conditions specified
in this Agreement (s. also the above), the Subscriber will continue to be liable under this Agreement
for all fees and charges until such time as the contract has been properly terminated and ION has
acknowledged the termination in writing. In the event of termination by either party the Subscriber
shall immediately pay ION all outstanding fees and charges and shall fulfil all of his/her duties and
obligations under this Agreement.

2.3.1. Termination by Subscriber of an annual contract. A Subscriber may cancel his/her annual
contract at any time within the billing cycle, providing ION receives written notice up to 30 days prior
to cancellation date. The minimum term for an annual contract will be 12 months from activation date.
In the event of termination by either party the Subscriber shall immediately pay ION all outstanding
fees and charges and shall fulfil all of his/her duties and obligations under this Agreement. In case a
Subscriber has prepaid the annual service in full, ION will reimburse him/her for one full month of the
annual contract. If a Subscriber does not terminate his/her contract in accordance with the terms and
conditions specified in this Agreement the contract will automatically be renewed for 12 months and
services will continue until the contract is properly terminated.

2.4. Termination or Suspension by ION. ION, in its sole discretion, has the right to immediately
suspend or terminate a Subscriber's account and/or his/her contract with same Subscriber if he/she
breaches any provision of the Agreement or the website. ION also has the right, in its sole discretion,
to suspend and/or terminate a Subscriber's account and/or his/her contract, provided that up to 30
days prior written notice has been given; in that case ION is not obligated to give a reason for a
suspension or termination. ION shall not be liable to its Subscribers for compensation, reimbursement
or any other fees or damages sustained by a Subscriber as the result of ION´s termination of his/her
contract (in whole or in part) or the suspension of a Subscriber's account. In the event of any dispute
ION´s decision will be considered full and final.

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2.5. Continuation of Obligations. Notwithstanding any suspension, cancellation or termination of
his/her contract, a Subscriber's account or a Subscriber’s access to ION’s Services, the Subscriber
will remain responsible for any obligations accrued up to the date of such suspension, cancellation or
termination. This includes payment of any charges that may be due as a result of or in connection
with such suspension, cancellation or termination. In case a Subscriber's access to or use of ION’s
Services is partially or totally suspended, cancelled or terminated as a result of any actual, threatened
or alleged violation of this Agreement the Subscriber's payment and his/her other obligations under
the Agreement will continue in full force and effect notwithstanding such suspension, cancellation or


3.1. Account Setup. The Subscriber warrants to ION that same Subscriber is a properly organized
entity or business and that the party signing the Agreement is at least 18 years old and is authorized
to sign the same on behalf of the Subscriber or is the Subscriber. The parties agree that any provision
or condition entered in a Purchase Order, voucher or other form drafted by the Subscriber which is
inconsistent with this Agreement or ION’s website is invalid; notwithstanding any acknowledgment of
a Subscriber's Purchase Order by ION.

3.2. Multiple Uses of Account / Access Policy. If not otherwise stated in this Agreement or ION’s
website the Subscriber and his/her employees are permitted to use ION’s Services 24 hours a day, 7
days a week. The Subscriber must not however sell, resell, rent, lease or otherwise share ION’s
Services with any third party without prior written consent by ION. The Subscriber must not attach
ION’s Services to any "open" or public wireless or any other public connection-sharing technology.
ION’s Services are not to be used as a back-haul for any ISP type of use. The ION bandwidth is
provided on a shared and dedicated basis and the ION network is configured to provide an
outstanding business-grade level of service to all its customers. To maintain that level of service ION
will not permit a small fraction of its users to monopolize the network to the detriment of its other users
and therefore reserves the right to limit the available speed or amount of throughput available to any
customer. ION reserves the right to limit, when necessary, the use of the network and/or its Services
by those users whose network bandwidth consumption is among the highest 10% in order to keep
their usage patterns from negatively affecting other users.

3.3. Subscriber Responsibilities. The Subscriber shall be responsible for all access to ION´s
Services through his/her account or password(s), whether or not authorized by the Subscriber and for
any and all fees and expenses incurred for these Services. The Subscriber will monitor the use of
his/her account and if necessary enforce a limit for their employees. The Subscriber acknowledges
that areas accessible on or through ION´s Services may contain material that is unsuitable for minors
(persons under 18 years old) and agrees to supervise such minors' use of ION´s Services through the
Subscriber's account. The Subscriber hereby approves and confirms to be fully responsible for any
actions taken, obligations incurred or any promises or permissions made by a minor using the
Subscriber's account.


4.1. Fees, Taxes and Other Charges. The Subscriber will pay ION in accordance with the provisions
of the Agreement and his/her contract. That includes any registration or monthly fees, support fees,
software or hardware upgrades, connect time charges, ISP service charges, minimum charges,
termination fees, all applicable taxes and other amounts charged to or incurred by a Subscriber or
users of a Subscriber's account, whether authorized or unauthorized; at the rates in effect for the
billing period in which those amounts are charged or incurred. Additional terms relating to pricing,
billing and payment, besides the ones incorporated into this Agreement, are set forth on the ION
website and the Purchase Order form.

4.2. Payment. Every month ION will email an invoice/statement to Subscribers showing payments,
credit purchases and other charges for each billing cycle (the minimum being one month). A paper
invoice through a postal service is available for an additional fee. Payment for ION´s Services is to be
made in advance and must be received by ION on or before the first day of the subsequent monthly
billing period (the "Due Date"). Any extra fees for Services used in excess of the individual

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Subscriber’s plan will be billed during the month immediately following that service. All fees, charges
and other payment obligations of the Subscriber must be paid in U.S. Dollars via bank transfer/wire.
Payment by credit card will be made available on request with the addition of an administrative
surcharge. The Subscriber acknowledges and agrees that if payment is not received before or on the
“Due Date” ION will add at its own discretion a “late fee”. ION may, in its sole discretion, as an
exception accept partial payments from a Subscriber. In case ION has consented in writing to receive
partial payments from a Subscriber, such partial payments will be applied to the Subscriber's account,
beginning with the oldest outstanding statement. ION´s acceptance of any partial payment from a
Subscriber can not be seen as a waiver of any other obligations of same Subscriber under this
Agreement. ION also reserves the right to suspend or deactivate a Subscriber's access to ION´s
Services for non-payment; in that case the Subscriber consents to any service fees charged by ION.

4.2.1 Pro-rata after requesting a change in Service

Pro-rata charges/benefits apply if a Service plan is changed.
Example: After changing to a new Service plan part way through the billing period (e.g. one
week before the next invoice is issued) the invoice will read as follows: 0.75 worth of
Economy and 0.25 worth of Silver.
Pro-rata billing also applies if:
• a service is merged with another or split onto a separate bill
• a change of ownership occurs
• a change of billing cycle (invoice period) is requested
• a service is reconnected or relocated

4.3. Billing Correspondence. Upon commencement of ION´s Services the Subscriber will designate
an e-mail correspondence address which he/she then submits to admin@ion-mail.com. ION will then
send billing and other important notification to this address. Until such an address has been set up the
Subscriber will be responsible for checking his/her account online for billing and/or other information.
The Subscriber can access his/her online account through the Customer Support section on ION´s
website by submitting a ticket.

4.4. Commencement and Duration of Service. The Subscriber acknowledges and agrees that
he/she will be charged for each and every month or any part thereof, in which he/she subscribes to
ION´s Services. Irrespective of whether the Subscriber has access to those Services (e.g. in case of
suspension for non-payment) and irrespective of whether the Subscriber has installed or had
someone else install the equipment necessary to receive ION´s Services. The Subscriber's account
will be charged monthly until the Subscriber terminates his/her contract in accordance with the terms
of this Agreement.

4.5. Collection Costs. Credit Reporting Agency. In case ION has to use a debt collection agency or
an attorney to collect monies owed to ION by a Subscriber under the Agreement; or in the event ION
has to use an attorney to enforce any provision of this Agreement against a Subscriber, he/she will
pay the reasonable costs associated with the enforcement of this Agreement by ION against said
Subscriber including, without limitation, any and all collection costs, court costs and attorney fees. In
the event that a court of competent jurisdiction finds that the Subscriber has not breached this
Agreement section 4.5. is void. In case a Subscriber makes a late payment or fails to pay an ION
invoice (wether online, through email or paper) the Subscriber understands and agrees that ION may,
in its sole discretion, report this to the appropriate credit reporting agencies.

4.6. Reactivation. In case ION deactivates a Subscriber's access to its Services for the Subscriber's
failure to make timely payment or for any other reason, ION reserves the right to require a deposit or
advance payment of one month before reactivating same Services. This is in addition to ION's current
reactivation fee. Furthermore ION will not reactivate its Services until the Subscriber has paid any and
all outstanding balances.

4.7. Ancillary Equipment / Services. The Subscriber will obtain, maintain and operate suitable and
fully compatible terminal equipment and communication devices to access ION´s Services as
stipulated by ION. The Subscriber is responsible for all telephone charges incurred in connection with
using ION´s Services. The Subscriber acknowledges that some of his/her equipment may have been

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acquired separately either from ION or a third party. The Subscriber is solely responsible for
maintaining such equipment. ION makes no representations or warranties regarding such equipment.


Subject to the terms of this Agreement, any exhibit hereto and ION’s website, ION grants to its
Subscribers a personal, non-exclusive, non-assignable and non-transferable license to use and
display the software, including the software key, provided by or on behalf of ION for the sole purpose
of accessing its Services on any machine(s) of which the Subscriber or his/her employees are the
primary users, including, without limitation, the iDirect modem, software/firmware and/or keys
associated therewith. The Subscriber must not sublicense the software to any third party.
Unauthorized copying of ION’s software including copying software that has been modified, merged
or included with same software, or the written materials associated therewith, is expressly forbidden.
The Subscriber must not modify, translate or create derivative works of ION’s software or anything
based thereon. The Subscriber must not either directly or indirectly copy, duplicate or permit anyone
else to copy or duplicate any part of ION’s software. The Subscriber must neither use the iDirect nor
the ION software on any equipment not provided by ION. The Subscriber agrees to order all modem
or related software upgrades through ION. Also he/she agrees not to alter, de-install, remove or
replace ION’s software. The Subscriber agrees not to change the administrative configuration or
administrative passwords without informing ION in writing of the new password.


6.1. General Prohibited Conduct. Subscriber must not upload, post or otherwise publish on, through
or over ION´s Services and must not seek on, through or over ION´s Services any software, file,
information, communication or other content which:

          Violates or infringes upon the rights of ION or any third party
          Adversely affects the performance or availability of ION´s Services or resources
          Contains any virus, worm, cancelbot, harmful component or corrupted data

ION must have access to the Subscriber's modem at all times. The Subscriber must not block or in
any way interfere with ION's access to the modem and must immediately notify ION of any password
changes related to the modem.

6.2. Email Conduct. Subscriber must not use the email component of ION´s Services for any illegal
purposes or for the transmission of material that is abusive, threatening, unlawful, harassing, libellous,
invasive of another's privacy, harmful, vulgar, obscene, tortuous, otherwise objectionable or in
violation of this Agreement, any exhibit hereto or ION´s website. The Subscriber must not use ION´s
Services for any purpose that infringes or may infringe upon the intellectual property or other rights of
another. The Subscriber must not use ION e-mail for the transmission of "junk mail", "spam", "chain
letters" or unsolicited mass distribution of email otherwise objectionable to a person of reasonable
sensibilities and must not send e-mail with an incorrect return address or forged header information.
ION has the right to immediately suspend Services to a Subscriber in the event that this Subscriber is
using or has used ION´s Services in violation of this Agreement, any exhibit hereto and/or ION’s

6.3. Web Usage. Transmission, storage or presentation of any information, data or material in
violation of any international laws or in violation of this Agreement, any exhibit hereto and/or ION’s
website is prohibited. This includes, without limitation, copyrighted material, material protected by
trade secret and other statutes or material determined by ION, in its sole discretion, to be threatening
or obscene. The Subscriber's content must not include

          pornographic or other unacceptable adult-themed material, get rich quick schemes, products
           or services involving deceptive marketing practices, or gambling
          any viruses, trap doors, hidden sequences, hot keys or time bombs

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          content or links to third party content which may result in a third party claim, civil or criminal
           liability claim against ION, its officers, managers, employees, affiliates, suppliers, partners,
           representatives, distributors or its agents
          content that is inconsistent with ION's or its supplier’s public image, name and reputation,
           applicable law or the terms of this Agreement
          content that, in the reasonable opinion of ION, may constitute libel, defamation, infringement
           or otherwise violate the privacy or other rights of a third party (collectively above listed points
           shall constitute "Unacceptable Content")

ION does not monitor, nor intends to monitor a Subscriber's usage. Nevertheless if ION at any time
during the term of a Subscriber’s contract

          becomes aware of a breach or inaccuracy of any representation or warranty set forth in this
           Section, or
          determines, in its sole discretion, that any Subscriber’s usage of the web contains such
           “Unacceptable Content” (see above); ION has the right, but not the obligation, to immediately
           cease transmitting, until the Subscriber has demonstrated to ION's satisfaction that such
           breach or inaccuracy has been cured or the materials creating the likelihood of a claim or
           liability removed. The Subscriber shall cooperate with ION in respect to the above. Such
           cooperation may include deleting or removing particular materials upon ION's request.

6.4. Anticompetitive Purposes. The Subscriber must not use test results or other data received or
made available to the Subscriber through the use of ION´s Services for any purpose competitive to

6.5. Compliance with Laws. The Subscriber must comply with any and all applicable international
laws, rules and regulations in connection with ION´s Services, his/her use of same Services and this


ION reserves all copyrights and other rights in and to any content which:

          is available through ION´s Services and
          is identified as, claimed by ION as or known by Subscriber to be proprietary to ION or its
           licensors ("Proprietary Content"). The “Proprietary Content” is copyrighted and all rights to the
           “Proprietary Content” are reserved by the owner of such content. The “Proprietary Content”
           relating to ION´s Services is protected under applicable copyright law and is also protected
           under applicable copyright law as a collective work. All copying, modification, distribution,
           publication or other use by a Subscriber or by any user of a Subscriber's account of part, or
           all of the “Proprietary Content” or other works is prohibited, absent ION´s prior written


The Subscriber acknowledges and agrees that ION is not responsible for any content transmitted or
received by a Subscriber or for any content originated on or obtained from the internet through ION’s
Services. ION does not endorse or, in any way, warrant the accuracy, completeness, truthfulness or
reliability of any information, service, opinion, advice, communication, information or other content on
or made available through its Services. Content, not created by ION, does not constitute or reflect the
views or opinions of ION and has not been approved by ION. ION does not recommend that such
content be relied upon in making decisions or conclusions without appropriate verification by the
Subscriber or user and, if necessary, professional advice. The Subscriber acknowledges and agrees
that he/she relies on such content at his/her own risk.


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The Subscriber acknowledges that internet sites not created, controlled or maintained by ION might
contain or provide access to images, sound, message(s), text, services or other content that may be
unsuitable for minors and may also be objectionable to many adults. The Subscriber acknowledges
that ION is not responsible for such content or material and agrees that access to same through use
of ION’s Services occurs at Subscriber´s sole risk and is his/her own responsibility. The Subscriber
acknowledges that the reliability, availability, legality, performance and other aspects of resources
accessed through the internet are beyond ION's control and are not in any way warranted or
supported by ION, its affiliates or its third-party contractors. The Subscriber acknowledges that such
internet sites and their content do not always contain safeguards relative to copyright, ownership,
appropriateness, reliability, legality and integrity of content. The Subscriber represents and warrants
to ION that he/she assumes all risk and liability of any use of the internet through his/her account.


ION will not distribute, loan, sell or otherwise share with other persons or entities its customer or user
lists. However ION makes no representation as to the care, custody or disposition of such information
when obtained and held by ION's suppliers and licensors in the course of business dealings with ION.
ION may however use or dispose of "aggregate information" for these purposes.

"Aggregate information" includes information constituting or descriptive of demographic information,
habits, usage patterns, preferences, survey data or other descriptive or related data which do not
provide recipients with the identity of any particular user of ION´s Services.

This does not limit ION's ability to use other information not addressed in this here Section 10.1. ION
is free to provide in good faith, within its discretion and without notice Subscriber and user information
and their records to the courts, law enforcement agencies or others involved in prosecuting claims or
investigating conduct or conditions alleged or believed to be illegal or to violate or threaten the rights
of any person or entity. Furthermore ION has the right to maintain and use internally such information
and records in consistency with ION's Privacy Policy, a copy of which is available on its Website.

Information generated by or in connection with ION's administration of its Services is the exclusive
property of ION. ION may also from time to time, within reason and in good faith provide online,
telefax, telephone, e-mail, mail and other communications to its Subscribers and users on matters
pertaining to ION’s Services, its features, sponsors or third party product offerings. The Subscriber
acknowledges that communications with ION, its employees, suppliers, licensors and agents may be
monitored, recorded or reviewed for quality control and other reasonable business purposes. In
addition the Subscriber acknowledges that advertising and promotions may occur through ION`s
Services and that neither the Subscriber nor any other user shall, in any event, have any claim with
respect to any proceeds from such activities.

Notwithstanding the above, the Subscriber acknowledges that ION reserves the right to name its
existing or former customers for marketing purposes. ION may provide on its website or other
marketing materials a customer’s logo which may or may not include a link to the customer’s website.
ION will not publish any information regarding the nature of a customer’s relationship to ION or the
configuration of his/her Service. ION will not provide specific contact information of a Subscriber in
any such publication without the permission of same Subscriber.

The Subscriber agrees that ION may announce through a press release or by other means that same
Subscriber has chosen ION’s service (provided same Subscriber has given his/her consent). Any
such information released by ION shall not contain any details as to the service configuration,
intended use or terms, unless the Subscriber specifically approves the release of such details in
advance. In case a Subscriber writes to ION, expressing his/her opinion of ION’s service, ION
reserves the right to publish, in a contextually correct fashion, all or part of such communication.
However ION will not publish the name of that Subscriber without permission from the same.


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11.1. Disclaimer of Warranties, Liability and Responsibility. The Subscriber expressly
acknowledges and agrees that use of ION’s Services occurs at Subscriber’s sole risk. Neither ION nor
any of its information or content providers, service providers, licensors, employees, affiliates,
independent contractors or agents warrant that ION’S Service will be uninterrupted or error free. Nor
does ION or any of its information or content providers, service providers, licensors, employees,
affiliates, independent contractors or agents make any warranty as to the results to be obtained from
use of ION’s Services. Their services and the equipment associated therewith are distributed on an
"as is" and "as available" basis without warranties of any kind, either expressed or implied; including,
without limitation, warranties title, merchantability, fitness for a particular purpose, non-infringement,
accuracy and/or integration. Furthermore ION specifically disclaims any and all such warranties to the
extent permitted by law. Without limiting the before mentioned ION specifically disclaims liability for
any errors, omissions or inaccuracies relating to its Services, its software and any information and/or
content accessed through its Services. The Subscriber alone bears the consequences resulting from
his/her reliance on such content. The Subscriber furthermore acknowledges and agrees that oral or
written information or advice provided by ION, its information or content providers, service providers,
licensors, employees, affiliates, independent contractors or agents does not constitute any warranty in
or to ION’s Services or the content of same Services

11.2. Limitation of Liability. Neither ION nor any of its Directors, employee’s, information or content
providers, service providers, licensors, affiliates, independent contractors or agents is liable for any
claims or damages arising out of or in connection with the use of their/ION’s Services, the equipment
associated therewith, the software, its website or any linked internet site; even if any of the same are
expressly advised of the possibility of such damage. This is a comprehensive limitation of liability that
applies to all indirect, incidental, special, punitive or consequential damages arising out of the use of
ION’s Services, its software or its website or the inability to use the same. In no event will ION’s, its
directors, officers’, information or content providers’, service providers’, licensors’, employees’,
affiliates’, independent contractors’ or agents’ liability, exceed the total amount actually paid to ION by
the Subscriber for ION’s Services furnished under this Agreement and the terms of use, in the one
month period preceding the event giving rise to such liability. this limitation of liability may be limited to
the extent that state or local law does not permit the exclusion or limitation of such damages. If any
part of this limitation of liability is held to be invalid or unenforceable the remaining provisions will
nevertheless remain in full force and effect.


The Subscriber must indemnify ION and its officers, managers, employees, affiliates, suppliers,
partners, representatives, distributors and agents from and against any and all losses, claims,
liabilities, damages, costs and expenses including, without limitation, reasonable attorneys' fees, court
costs, amounts finally awarded in a settlement or by a court and, to the extent permitted by law, any
fines and penalties, based upon any claims.


The Subscriber must not (re-)assign or transfer his/her contract or the Services provided hereunder
without ION's prior written consent. In case a Subscriber re-assigns or transfers ION’s Services
without ION’s prior written consent or attempts or offers to do so, ION may deactivate this
Subscriber’s Services and remove any equipment used by this Subscriber owned by ION. The
Subscriber must notify the ION Support Team immediately if his/her ION equipment is stolen or
otherwise removed from his/her premises without authorization. The Subscriber must also
immediately notify ION in writing if he/she sells, gives away or otherwise transfers ION equipment
from his/her possession. The Subscriber is considered the registered recipient of ION’s Services until
ION receives written notice to the contrary. The Subscriber will furthermore be liable for any charges
or fees incurred by the use of ION equipment by anyone else up to the time that such notice is
received by ION.


All copyrightable content distributed by ION over its website or through its Services is copyrighted by
ION or a third-party content provider. ION or such third-party content providers own all right, title and

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interest to such content and the Subscriber may not copy, distribute, transmit, publish in any form
(including printed, electronic, digitized, audio, or otherwise) or modify all or any portion of such
content without the prior written consent of the copyright owner; with the exception, however, that the
Subscriber may store a copy of such content on the Subscriber's personal computer for personal use
for a period not exceeding 30 calendar days. All copyright or other proprietary rights or notices
contained in or associated with the content or contained therein must be preserved in or on any
copies made of such material. The placement of copyrighted material in any public posting area or
software library, whether of ION or not, without the written consent of the copyright owner is in
violation of this Agreement.


Since ION is a registered company in the United Kingdom, Wales this Agreement and any exhibits
hereto, the Purchase Order form, ION’s website and all of the parties' respective rights and duties in
connection herewith will be governed by and construed in accordance with the laws of the counties of
Wales (including its conflict of law’s provisions). With respect to any dispute arising out of or related to
this Agreement, any exhibit attached hereto, the Purchase Order form, ION’s website and/or ION’s
Services the Subscriber and ION agree to submit to the exclusive jurisdiction of the courts of
Wales.The Subscriber waives any objection based on forum non convenient or venue with respect to
such jurisdiction in Wales. The Subscriber agrees that any claim or cause of action against ION
arising out of or related to his/her contract, ION’s Services or this Agreement, any exhibit attached
hereto, the Purchase Order form and/or ION’s website must be instituted within one year after the
claim or cause of action arose; otherwise such cause of action is permanently barred. Neither the
Uniform Commercial Code nor The United Nations Convention on Contracts for the International Sale
of Goods apply to this Agreement and it is acknowledged that this is a service contract and not a
contract for the sale of goods.


ION may authorize or allow its independent contractors and other third parties to provide to ION
and/or to a Subscriber services necessary or related to making ION’s Services available and therefore
to perform obligations and exercise ION’s rights under this Agreement. They may also collect
payment on their behalf, if applicable.


ION may sell, assign or transfer a Subscriber's account to a third party without notice. In the absence
of a notice of such sale or transfer the Subscriber must continue to make all required payments to
ION in accordance with his/her invoice.


This Agreement, the Purchase Order form and all additional documents published on ION’s website
which are referred to herein constitute the entire and only agreement with respect to the subject
matter hereof between ION and a Subscriber, applicable also to all users of a Subscriber's account.
This Agreement supersedes all representations, proposals, inducements, assurances, promises,
agreements and other communications with respect to the subject matter hereof which have gone
before. By signing the Purchase Order form the Subscriber automatically accepts the terms and
conditions of this Agreement. It can only be amended in a manner expressly provided for in this


The Subscriber acknowledges and agrees that iDirect is a third party beneficiary of this Agreement. In
case any term of this Agreement is found to be invalid, illegal or unenforceable by a court of
competent jurisdiction, it will be amended in such a way as to eliminate the offending aspects while
still giving as much effect as possible to the intentions of same term. If this cannot be done and the
entire term is deemed invalid, illegal or unenforceable and cannot be so amended, then the term will

May 2012
be stricken from this Agreement. In any such case the remaining terms of this Agreement will stand
unaffected, despite such an invalid, illegal or unenforceable term. ION may enforce or decline to
enforce any or all of the terms of this Subscribers Agreement in its sole discretion. In case ION elects
not to enforce a particular provision of this Agreement it will not be considered a waiver and will not
impair ION's ability to enforce any other provision of this Agreement. In no event will ION be required
to explain, comment on, suffer liability for or forfeit any right or discretion based on its enforcement,
non-enforcement or consistency of enforcement of these terms. Captions used in this Agreement are
for convenience only and will not be considered a part of this Agreement or be used to construe its
terms or meaning. The Subscriber agrees that this Subscribers Agreement is set forth in the English
language for the mutual convenience and benefit of all parties. In the event that the Agreement is
translated into any language other than English the parties agree that the English language version
will prevail over any translation.

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