Contracting party: IPbnb LLC, a limited liability company incorporated in the State of Texas, USA ("IPbnb", "we", "us", "our").
Registered address: 14205 N Mo Pac Expy Ste 570 PMB 639716, Austin, Texas 78728-6529 US.
Scope
These Terms of Service ("Terms") form a binding agreement between IPbnb and each business customer that creates an account or uses the Platform (each, a "Customer"). These Terms apply to two Customer roles:
IP Holders (network owners offering IP resources for lease); and
IP Lessees (renting IP resources).
The Platform is provided strictly on a B2B (business-to-business) basis only.
The English language version of these Terms is the authoritative and controlling version. Any translations provided are for convenience only. In the event of conflicts or inconsistencies between the English version and any translation, the English version shall prevail.
Acceptance of these Terms of Service
These Terms constitute a binding agreement that becomes effective upon the earliest of:
(a) clicking "I Accept," "I Agree," or a similar button or checkbox presented with these Terms;
(b) creating an account on the Platform; or
(c) accessing or using the Platform or Services ("Effective Date").
User Representation and Authority
By accepting these Terms or using the Platform, Customer represents and warrants that:
Customer is lawfully able to enter into binding contracts under applicable law;
If entering into these Terms on behalf of a corporate entity (such as a company, partnership, or other organization), Customer has the legal authority to bind that entity to these Terms;
All information provided during registration and throughout the use of the Platform is accurate, complete, and current;
Customer will promptly update registration information to maintain its accuracy;
Customer has read, understood, and agrees to be bound by these Terms and all incorporated documents, including the Privacy Policy and all Service Schedules.
Order of Precedence
Each Order (including the applicable Service Schedules and any Order Form) governs the specific Services procured by Customer. In the event of conflict, the following order of precedence applies:
Order Form (if any)
Service Schedules (A through E)
These Terms
Any other referenced documents
The following Service Schedules are incorporated by reference:
Schedule A – Agency Model & Agent of the Payee Terms
Schedule B – IP Leasing Terms
Schedule C – Payments, Billing & Payouts
Schedule D – Acceptable Use Policy (AUP)
Schedule E – Contracting Party & Global Operations
1. Definitions
Key terms used in these Terms:
"Additional Services" means optional services that IPbnb may offer, such as managed services for IP Holders. Terms and fees are published at ipbnb.com/pricing.
"Agency Services" means the commercial agency services described in Schedule A, under which IPbnb acts as the authorized agent of the payee (IP Holder) for the limited purpose of concluding Leases and receiving payments.
"Company" means a verified business entity registered on the Platform that may act as IP Holder or IP Lessee.
"Credit Balance" means an accounting record reflecting the Customer's advance payment for Services on the Platform. The Credit Balance is not a deposit account, stored value account, e-money, or any form of investment. It represents a prepayment for future Lease payments and Platform fees. The underlying funds are held by licensed third-party PSPs.
"Daily Rate" means the per-day charge for a Product. This is the base pricing unit. For convenience, the Platform also displays a "30-day price" (Daily Rate × 30), which is charged as prepayment at the start of a Lease.
"IPbnb Fees" means the platform commission fees payable to IPbnb, as set out in Schedule C.
"IP Holder" means the Company that controls the relevant IP resources and lists them on the Platform for lease.
"IP Lessee" means the Company that leases IP resources via the Platform.
"Lease" means the agreement for the use of IP resources formed between the IP Holder and IP Lessee pursuant to Section 3.6.
"Lease Price" means the total consideration payable by an IP Lessee for a Lease, displayed as a final price inclusive of all Platform fees.
"Letter of Authorization (LoA)" means the document signed by the IP Holder authorizing IPbnb to manage and sublicense the listed Prefix.
"Listing" means an offer to lease specific IP resources published by an IP Holder on the Platform.
"Order" means a transaction submitted via the Platform for the lease of IP resources.
"Payout" means an amount payable to an IP Holder in respect of completed Leases, net of applicable IPbnb Fees.
"Payout Balance" means an accounting record reflecting the net amounts due to the IP Holder from completed Lease transactions. IPbnb does not hold or have beneficial ownership of these funds.
"Platform" means IPbnb's online marketplace and related APIs and services.
"Prefix" or "Subnet" means a whole IPv4 network block (e.g., a /22) belonging to an IP Holder and listed on the Platform.
"Product" means a published network unit on the Platform. A Product can be a whole Prefix or a portion of it (e.g., a /24 split from a /22). One Prefix may have multiple Products, including overlapping ones.
"Quarantine" means a buffer period after the end of a Lease to clear routing, registry, and reputation artifacts before the Product is available for relisting.
"Self-Billing Invoice" means the invoice generated by IPbnb on behalf of the IP Holder to document the Payouts due for the reporting period.
"Services" means collectively (a) the Platform access and functionality; (b) the Agency Services provided to IP Holders; (c) IP leasing facilitation for IP Lessees; and (d) any other services offered by IPbnb.
"User" means a natural person who has created an account on the Platform and may be associated with one or more Companies.
2. Registration, Eligibility & Verification
2.1. Business Use Only. The Platform is available exclusively to incorporated legal entities and recognized businesses. The Platform is not available to consumers for personal, family, or household purposes.
2.2. Two-Level Registration. The Platform uses a two-level registration system:
(a) User Registration: A natural person creates a User account by providing basic information (email, password). User accounts are not verified.
(b) Company Registration: A User may register a Company (a B2B entity) or be invited to join an existing Company. Only verified Companies may conduct business on the Platform (create Listings, place Orders, receive Payouts).
(c) Multiple Companies: A User may be associated with multiple Companies. Each Company is a separate legal and financial entity on the Platform.
2.3. Company Verification (KYC/KYB). Before a Company can conduct business on the Platform, IPbnb will verify:
(a) Legal existence and good standing of the Company;
(b) Identity and authority of the Company's representatives;
(c) Beneficial ownership information;
(d) Sanctions and export-control screening.
IPbnb may conduct additional verification at any time. Customer agrees to cooperate fully with all verification requests.
2.4. Account Responsibility. The User and Company are jointly responsible for maintaining the confidentiality of Account credentials and for all activities that occur under the Account. Customer agrees to notify IPbnb immediately of any unauthorized use.
2.5. Sanctions Compliance. Customer represents and warrants that neither it, nor any of its beneficial owners, directors, or officers:
(a) is listed on any applicable sanctions list, including but not limited to:
US OFAC Specially Designated Nationals and Blocked Persons (SDN) List;
US OFAC Sectoral Sanctions Identifications (SSI) List;
EU Consolidated Financial Sanctions List;
UK HM Treasury Consolidated Sanctions List;
UN Security Council Consolidated List;
(b) is located in, incorporated in, organized under the laws of, or a citizen or resident of a comprehensively sanctioned country or region, currently including:
Cuba
Iran
North Korea
Syria
Crimea region and the city of Sevastopol
Non-government controlled areas of Donetsk, Luhansk, Kherson, and Zaporizhzhia oblasts of Ukraine
Any other country or region subject to comprehensive sanctions imposed by the United States, European Union, or United Nations;
(c) is owned or controlled, directly or indirectly, individually or in the aggregate, fifty percent (50%) or more by any person or entity described in (a) or (b);
(d) is acting on behalf of, or for the benefit of, any person, entity, or government described in (a), (b), or (c);
(e) will use the Platform, IP resources, or any services provided hereunder to transact with, or for the benefit of, any person, entity, country, or region described above.
Customer shall immediately notify IPbnb in writing if any of the above representations ceases to be true or if Customer becomes aware of any circumstances that may result in a breach of this Section. Customer agrees to provide such additional information and documentation as IPbnb may reasonably request to verify compliance with this Section.
IPbnb reserves the right to immediately suspend or terminate Customer's access to the Platform and any related services, without liability, if IPbnb reasonably believes that Customer has breached any representation or warranty in this Section.
2.6. Right to Suspend or Terminate. IPbnb may, at its sole discretion, suspend, terminate, or refuse to approve an Account or Company if:
(a) the Customer fails to cooperate with verification requests;
(b) verification reveals an unacceptable level of risk;
(c) Customer appears on any sanctions list or is associated with sanctioned parties;
(d) access is required to be restricted by law; or
(e) continued access poses a risk to the Platform or other Customers.
3. Role of IPbnb; Agency Model (Agent of the Payee)
3.1. IPbnb as a Marketplace Provider. IPbnb provides an online marketplace for IP Holders and IP Lessees to enter into Lease agreements. Our role is to facilitate these transactions as an intermediary.
3.2. Appointment as Agent of the Payee. To facilitate transactions, the IP Holder hereby irrevocably appoints IPbnb as its exclusive authorized commercial agent ("Agent of the Payee") for the duration of the Listing on the Platform, for the limited purpose of:
(a) Marketing the Listings in the IP Holder's name or, at IPbnb's option, in IPbnb's own name but on the IP Holder's behalf;
(b) Negotiating and concluding Leases (Orders) with IP Lessees on terms consistent with those established by the IP Holder;
(c) Invoicing IP Lessees in IPbnb's own name (acting for the IP Holder) where required for tax or regulatory compliance;
(d) Receiving and collecting the Lease Price from IP Lessees on the IP Holder's behalf.
This appointment is exclusive and irrevocable for the duration of the Listing. IPbnb acts as an independent commercial agent, and not as an employee, partner, joint venturer, fiduciary, or legal representative of the IP Holder.
3.3. Letter of Authorization (LoA). Upon listing a Prefix on the Platform, the IP Holder must sign a Letter of Authorization (LoA) granting IPbnb the authority to:
(a) represent the Prefix on the Platform;
(b) sublicense usage rights to IP Lessees;
(c) issue Lessee Authorization Documents to IP Lessees upon ASN configuration requests;
(d) manage RPKI, IRR, and geolocation records as needed.
The LoA remains in effect until the Prefix is delisted from the Platform.
3.4. Lessee Authorization Document. When an IP Lessee requests ASN configuration for a leased Product, IPbnb will generate a Lessee Authorization Document specifying:
(a) the IP resources covered;
(b) the authorized ASN(s);
(c) the validity period;
(d) reference to the underlying LoA from the IP Holder.
This document serves as proof of the Lessee's right to announce the leased IP resources.
3.5. Discharge of Obligation. The IP Lessee's obligation to pay the IP Holder is satisfied upon receipt of the Lease Price by IPbnb (or its designated PSP). IPbnb's failure to remit such funds to the IP Holder shall not affect the IP Lessee's right to use the IP resources under the Lease.
3.6. Formation of the Underlying Lease. When an IP Lessee confirms an Order, a legally binding Lease agreement is formed:
(a) between the IP Lessee and the IP Holder (as principal); or
(b) between the IP Lessee and IPbnb, acting in its own name but exclusively on behalf of the IP Holder,
on the terms specified in Schedule B. IPbnb acts solely as the commercial agent of the IP Holder.
3.7. No Agency for IP Lessees. IPbnb never acts as an agent, intermediary, or fiduciary for IP Lessees. IPbnb's agency relationship exists solely with IP Holders. Any Services provided to IP Lessees are ancillary to the leasing transactions conducted on behalf of the IP Holder.
3.8. Additional Services. IPbnb may offer additional optional services to IP Holders, such as managed services (full management of IP resources on behalf of the IP Holder). The scope, terms, and fees for any additional services will be published at ipbnb.com/pricing or agreed in a separate Order Form.
3.9. No Financial Licensing. IPbnb is not a bank, credit institution, payment institution, e-money issuer, or money transmitter. IPbnb does not:
(a) open or maintain segregated fiduciary accounts for Customers;
(b) hold, control, or have custody of Customer funds;
(c) issue stored value, e-money, or any monetary instrument;
(d) act as a trustee or fiduciary for any Customer.
All fund flows are managed as part of a commercial agency relationship facilitated by licensed third-party Payment Service Providers (PSPs).
3.10. No Marketplace Facilitator Status. IPbnb provides B2B agency services for the leasing of IP resources. IPbnb is not a marketplace facilitator, does not sell goods, and does not collect or remit sales tax, VAT, or similar transaction taxes on behalf of Customers. Each Customer is responsible for its own tax compliance.
4. Orders, Leases, and Billing
4.1. Placing Orders. The Platform allows IP Lessees to place Orders for available Products. All Orders are subject to acceptance. IPbnb may reject any Order for reasons including failed payment, suspected fraud, sanctions restrictions, or violations of these Terms.
4.2. Pricing and Display.
(a) Final Price: IP Lessees see the final Lease Price in the catalog. No additional fees are charged beyond the displayed price.
(b) Reference Pricing: Prices may be displayed as "monthly" for reference, but the underlying charge is calculated daily (Daily Rate).
(c) Daily Rate: The Daily Rate equals the monthly reference price divided by 30.
4.3. Billing Model.
(a) UTC Timezone: All billing calculations use Coordinated Universal Time (UTC). A new billing day begins at 00:00 UTC.
(b) Billing Start: Billing starts at first full UTC day following Order placement. Example: If an Order is placed on December 10 at 14:00 CET (13:00 UTC), billing starts at 00:00 UTC on December 11.
(c) IP Holder must complete technical setup within 48 hours. If not completed, Lessee may request cancel without penalty.
(d) Initial Prepayment: Upon placing an Order, the IP Lessee is charged 30 days of the Lease Price from their Credit Balance. This initial 30-day period is non-cancellable (except for technical non-delivery).
(e) Daily Deduction: After the initial 30-day period, the Daily Rate is deducted from the Credit Balance at 00:00 UTC each day.
(f) Continuity: The Lease continues indefinitely until terminated by the IP Lessee or IP Holder.
4.4. Termination of Leases.
(a) By IP Lessee: After the initial 30-day period, the IP Lessee may terminate with effect from (i) the next day, or (ii) a future date specified in the termination request.
(b) By IP Holder: The IP Holder may terminate an active Lease for convenience by providing at least sixty (60) days' notice via the Platform.
(c) For Cause: Either party may terminate immediately for material breach by the other party.
4.5. Quarantine. After a Lease ends, IPbnb may apply a Quarantine period before the Product is available for relisting. During Quarantine, routing artifacts and reputation issues are cleared. Typically, the quarantine period may last from 1 to 15 calendar days, depending on the circumstances and reputation status of the Prefix.
5. Payments, Payouts and Taxes
5.1. Credit Balance.
(a) Prepayment Model: All Lease payments are deducted from the IP Lessee's Credit Balance. IPbnb does not directly charge the Lessee's payment method for individual Lease days.
(b) Top-Up: IP Lessees must maintain sufficient Credit Balance for active Leases. Supported payment methods include Stripe, PayPal, wire transfer, and cryptocurrency.
(c) Withdrawals: Excess Credit Balance may be withdrawn via wire transfer. Processing fees apply as published at ipbnb.com/pricing.
5.2. Dunning and Insufficient Funds. IPbnb monitors Credit Balance and sends notifications when funds are low:
(a) At 10 days remaining: first notification with request to top up;
(b) Daily notifications while balance remains below 10 days;
(c) At 3 days remaining: escalation to support and attempted charge (if Stripe/PayPal);
(d) At 0 days: final charge attempt, then Credit Balance goes negative;
(e) At -1 day: if still negative, all Leases are terminated and Products enter Quarantine.
Selected Customers may be granted extended overdraft terms at IPbnb's discretion.
5.3. Invoicing.
(a) IP Lessee Invoices: Generated on the 1st of each month for actual usage in the preceding month.
(b) Self-Billing Invoices: Generated by IPbnb on behalf of IP Holders on the 1st of each month, covering all Lease revenue for the preceding month. IP Holders agree not to issue separate invoices for Platform transactions.
(c) Invoice Period: Invoices may be issued between the 1st and 10th of the month following the reporting period.
5.4. Payouts to IP Holders.
(a) Payout Balance: Earnings accumulate in the IP Holder's Payout Balance after each Self-Billing Invoice is generated.
(b) Payout Eligibility: Payouts are based on finalized Self-Billing Invoices. The available withdrawal amount is limited to the cumulative invoiced amount minus any previous withdrawals.
(c) Withdrawal Methods: Wire transfer. Minimum withdrawal amounts and processing fees apply as published at ipbnb.com/pricing.
(d) Transfer to Credit Balance: IP Holders may transfer funds from Payout Balance to Credit Balance at any time without fee.
(e) Currency: All transactions are in USD.
5.5. IPbnb Fees (Commission). IPbnb charges a commission fee calculated as a percentage of the gross Lease revenue. The commission rate depends on the IP Holder's revenue tier, with higher revenue resulting in lower commission rates. Current fee tiers are published at ipbnb.com/pricing.
New IP Holders may receive introductory commission rates for a limited period as published at ipbnb.com/pricing.
5.6. Additional Service Fees. Certain configuration changes and additional services may incur fees. Current fees are published at ipbnb.com/pricing and may be updated from time to time.
5.7. Additional Platform Services. In addition to core leasing services, IPbnb offers various ancillary services, both free and paid. These include, but are not limited to:
(a) ASN configuration for leased Products (enabling BGP announcement);
(b) Geolocation updates;
(c) RPKI ROA management assistance;
(d) IP reputation monitoring and remediation support;
(e) Custom technical configurations.
A complete list of available services and their current pricing is maintained at ipbnb.com/pricing. IPbnb may update service offerings and pricing at any time; changes take effect for new Orders placed after the update.
Services are categorized as:
Recurring Services: Charged periodically (e.g., Lease fees, Broker Services);
One-Time Services: Charged once per action (e.g., ASN configuration, geolocation change);
Free Services: No charge (e.g., primary ASN setup, basic support).
5.8. Taxes.
(a) B2B Services: IPbnb provides B2B agency services, not sales of goods. IPbnb is not a marketplace facilitator and does not collect or remit sales tax, VAT, or similar transaction taxes on behalf of Customers.
(b) Customer Responsibility: Each Customer is solely responsible for determining and fulfilling its own tax obligations, including income taxes, VAT, GST, sales tax, and any other applicable taxes in its jurisdiction.
(c) Cross-Border B2B: For cross-border transactions, reverse charge mechanisms typically apply. EU/UK Customers are responsible for self-assessing VAT under the reverse charge rule.
(d) Tax Documentation: IPbnb will provide Invoices and Self-Billing Invoices to support Customers' tax compliance. Customers are responsible for determining the appropriate tax treatment of these documents.
(e) Withholding: If any jurisdiction requires IPbnb to withhold taxes, IPbnb may deduct such amounts from Payouts and provide documentation to the affected Customer.
6. IP Holder Obligations
6.1. Technical Setup. The IP Holder must complete all necessary technical configurations (RPKI ROA, IRR records, geolocation) within 48 hours of Lease commencement:
(a) RPKI ROA Creation: Generate valid Route Origin Authorization;
(b) IRR Route Objects: Create or update route objects for authorized ASN(s);
(c) Geolocation Updates: Update databases if requested by Lessee;
(d) WHOIS Records: Ensure accurate records with IPbnb contact for operations;
(e) Clean Reputation: Ensure Product not listed on major blacklists at commencement;
(f) And any other needed configurations.
IPbnb may suspend IP Holder's ability to list new Products until setup is completed.
6.2. Non-Interference. The IP Holder shall not take any action, except through Platform functionality, that interferes with the IP Lessee's ability to use the leased resources during the Lease term. Prohibited actions include but are not limited to:
(a) Removing or modifying RPKI ROA records;
(b) Changing IRR route objects;
(c) Modifying WHOIS records in a way that affects routability;
(d) Contacting the IP Lessee's upstream providers to disrupt routing.
6.3. Consequences of IP Holder Breach. If the IP Holder breaches Sections 6.1 or 6.2, IPbnb may:
(a) Issue a warning;
(b) Suspend the IP Holder's ability to list new Products;
(c) Withhold Payouts pending resolution;
(d) Credit the affected IP Lessee for downtime;
(e) Terminate the IP Holder's Account for repeated violations;
(f) Pursue damages for losses caused to IPbnb or IP Lessees.
6.4. RIR Membership. The IP Holder remains the RIR member for listed IP resources and is responsible for ongoing RIR obligations. IPbnb is not a party to the RIR relationship.
7. IP Lessee Obligations
7.1. Acceptable Use. All use of leased IP resources must comply with the Acceptable Use Policy (Schedule D). Violations may result in immediate suspension or termination without refund.
7.2. De-announcement on Termination. Upon Lease termination, the IP Lessee must cease all BGP announcements of the leased IP resources within 24 hours. Failure to de-announce is subject to liquidated damages as specified in Schedule B.
7.3. Reputation Maintenance. The IP Lessee shall use the IP resources in a manner that does not damage their reputation (e.g., causing blacklisting). The IP Lessee is responsible for delisting any IP addresses that become blacklisted during the Lease.
8. Warranties, Disclaimers, and Indemnities
8.1. Customer Warranties. Customer represents and warrants that: (a) it has the legal capacity to enter into these Terms; (b) (for IP Holders) it has valid rights to list and lease the IP resources; and (c) it will comply with all applicable laws.
8.2. IPbnb Disclaimer. IPbnb provides the Platform "AS IS" and "AS AVAILABLE." Except as expressly stated, we disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee uptime, continuous availability, or error-free operation.
8.3. IP Holder Disclaimer. The IP Holder provides the IP resources "AS IS." IPbnb makes no warranty regarding the reputation, routability, or fitness of IP resources.
8.4. Customer Indemnity. Customer agrees to indemnify, defend, and hold harmless IPbnb from any claim, loss, or expense arising out of: (a) Customer's breach of these Terms; (b) Customer's violation of law or third-party rights; and (c) Customer's use of the Platform.
9. Liability
9.1. Exclusion of Indirect Damages. To the maximum extent permitted by law, IPbnb will not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.
9.2. Liability Cap. IPbnb's total cumulative liability for any claim arising from or related to a specific Service will not exceed the greater of:
(a) the total Fees paid by Customer for that specific Service in the 12 months preceding the claim; or
(b) $500 USD.
9.3. Exceptions. The foregoing limitations do not apply to: (i) liability for gross negligence or willful misconduct; (ii) Customer's indemnification obligations; or (iii) liability that cannot be limited by law.
10. Term, Suspension and Termination
10.1. Term. These Terms become effective upon Account creation and continue until terminated.
10.2. Termination for Convenience. Either party may terminate by providing 30 days' written notice. IPbnb will refund any positive Credit Balance (less outstanding fees).
10.3. Termination for Cause. IPbnb may terminate immediately if Customer: (a) breaches these Terms and fails to cure within 14 days; (b) violates the AUP; (c) becomes insolvent; or (d) is subject to sanctions.
10.4. Suspension. IPbnb may suspend access if Customer fails to pay, is under investigation, or poses a risk. Suspension may be lifted once the issue is resolved.
10.5. Effect of Termination. Upon termination, Customers must cease using the Platform. Provisions that by their nature should survive (confidentiality, indemnity, liability limits) will survive.
11. Confidentiality, Data Protection & Security
11.1. Confidentiality. Each party agrees to keep confidential all non-public information disclosed by the other party. This does not apply to information that is publicly known, independently developed, or disclosed pursuant to legal requirement.
11.2. Data Protection. IPbnb processes personal data in accordance with its Privacy Policy. To the extent Customer provides personal data, Customer warrants it has obtained appropriate consent or authority. Customers located in the EU/EEA or UK may request a Data Processing Agreement (DPA).
11.3. Security. IPbnb maintains reasonable administrative, technical, and physical safeguards. Customer is responsible for securing its own Account credentials, systems, and networks.
12. Changes to Terms; Notices; Records
12.1. Changes. IPbnb may modify these Terms by posting an updated version and providing 30 days' notice. Continued use after the effective date constitutes acceptance.
12.2. Notices. Notices to Customer may be sent via email or posted within the Platform. Notices to IPbnb must be sent to support@ipbnb.com.
12.3. Records. IPbnb maintains electronic records of Orders, Invoices, and Self-Billing Invoices for at least 3 years (or longer if required by applicable law). Customer is responsible for retaining its own copies.
13. Governing Law; Venue; Arbitration
13.1. Governing Law. These Terms are governed by the laws of the State of Texas, USA, without regard to conflict-of-laws principles.
13.2. Dispute Resolution. The parties will attempt to resolve disputes informally within 30 days. If not resolved, disputes shall be settled by binding arbitration under JAMS rules, conducted in Austin, Texas.
13.3. Class Action Waiver. CUSTOMER WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION.
13.4. Equitable Relief. Notwithstanding arbitration, either party may seek injunctive relief for intellectual property infringement or confidentiality breach.
14. Miscellaneous
14.1. Entire Agreement. These Terms (including the Schedules) constitute the entire agreement and supersede any prior agreements.
14.2. Assignment. Customer may not assign without IPbnb's consent. IPbnb may assign to an affiliate or successor.
14.3. Severability. If any provision is held invalid, the remaining provisions remain in effect.
14.4. Waiver. Failure to enforce any provision is not a waiver of future enforcement.
14.5. Force Majeure. IPbnb is not liable for delays due to events beyond reasonable control.
14.6. Independent Contractors. Nothing creates employment, partnership, or joint venture between IPbnb and any Customer.
Schedule A – Agency Model & Agent of the Payee Terms
A1. Agency Role and Scope.
(a) IPbnb acts as the exclusive commercial agent (Agent of the Payee) of each IP Holder for the purposes specified in Section 3.2.
(b) Scope of Authority: IPbnb is authorized to market Listings, negotiate and conclude Leases, issue invoices, collect payments, deduct IPbnb Fees, and remit Payouts.
(c) Limitations: IPbnb shall NOT acquire rights in IP resources, modify pricing without consent, transfer IP resources to third parties, or act as a fiduciary.
A2. No Payment Accounts. IPbnb does not operate payment accounts or issue e-money. Balances are accounting reflections of PSP status.
A3. Sub-Agents. IPbnb may appoint regional sub-agents who act under the same agency constraints. Sub-agents may be necessary for countries requiring local currency payment acceptance.
A4. Receipt Equals Discharge. Payment to IPbnb constitutes payment to the IP Holder. The IP Lessee's debt is extinguished upon receipt.
A5. Independent Agent Status. IPbnb acts as an independent commercial agent, not an employee, partner, or legal representative.
A6. No Agency for IP Lessees. IPbnb never acts as agent or fiduciary for IP Lessees.
Schedule B – IP Leasing Terms
B1. Lease Formation.
(a) A binding Lease is formed when the IP Lessee confirms an Order.
(b) Lease terms include: Lease Price, Products, and applicable configurations.
(c) IPbnb provides the Platform but is not a party to the Lease except as agent.
B2. IP Holder Obligations.
(a) Ensure IP resources are clean, routable, and unencumbered;
(b) Complete technical setup within 48 hours of Lease commencement;
(c) Maintain accurate RIR records and RPKI status;
(d) Not interfere with IP Lessee's use during the Lease.
B3. IP Lessee Obligations.
(a) Use IP resources lawfully and per the AUP;
(b) Not damage IP's reputation (e.g., blacklisting, spamming, DDoSing, etc);
(c) De-announce within 24 hours of Lease end;
(d) Pay the Lease Price.
B4. Grant of License. The IP Holder grants a non-exclusive, non-transferable license to use and announce the IP resources for the Lease duration.
B5. Consequences of IP Lessee Breach.
(a) Post-Lease Announcement: Liquidated damages at 150% of the Daily Rate for each day of unauthorized announcement.
(b) The parties acknowledge this represents a reasonable pre-estimate of losses.
(c) Default on Prepaid Period: No refund for the initial 30-day prepayment.
B6. Termination.
(a) By IP Lessee: After initial 30-day period, with at least 1 day notice.
(b) By IP Holder: With at least 60 days' notice via the Platform.
(c) Effect: IP Lessee must cease announcements; Quarantine may apply.
Schedule C – Payments, Billing & Payouts
C1. Fee Schedule. IPbnb Fees (commission rates), withdrawal fees, and other service fees are published at ipbnb.com/pricing and may be updated from time to time with reasonable notice.
C2. Payment Methods. Supported payment methods are published at ipbnb.com/pricing. IPbnb may add or remove payment methods at its discretion.
C3. Billing Procedures. Billing procedures, including dunning and insufficient funds handling, are described in Section 5 of the Terms.
C4. Payout Terms.
(a) Payouts are based on finalized Self-Billing Invoices.
(b) Withdrawal methods, minimum amounts, and fees are published at ipbnb.com/pricing.
(c) IP Holders may transfer funds from Payout Balance to Credit Balance without fee.
C5. Deductions. IPbnb may deduct from Payouts: chargebacks, AUP violation penalties, damages from breach, and amounts owed to IPbnb.
Schedule D – Acceptable Use Policy (AUP)
This Acceptable Use Policy ("AUP") applies to all Customers, particularly IP Lessees. Use of the Platform and any leased IP resources constitutes acceptance of this AUP.
D1. Prohibited Activities. The following are strictly prohibited:
(a) Illegal Activities: Any use in furtherance of illegal purposes under US law or the Customer's jurisdiction.
(b) Malicious Network Activities:
Transmitting malware (viruses, worms, trojans, spyware, ransomware);
Launching or facilitating DoS/DDoS attacks;
Unauthorized network scanning, port scanning, or penetration testing;
IP spoofing, ARP spoofing, or traffic manipulation.
(c) Spam: Sending unsolicited bulk communications. All email must comply with CAN-SPAM, EU ePrivacy, CASL, and similar laws.
(d) Fraud and Deception:
Phishing, pharming, or deceptive websites;
Brand impersonation;
Click fraud or ad manipulation.
(e) Harmful Content: Hosting or distributing content that infringes IP rights, is defamatory, obscene, or illegal. This includes CSAM, hate speech, and content inciting violence.
(f) RIR Policy Violations: Inaccurate WHOIS data or improper routing announcements.
(g) Sanctions Violations: Use in or for sanctioned countries or parties.
(h) Botnets: Operating or benefiting from botnets or command-and-control infrastructure.
(i) Unauthorized Resale: Reselling or sublicensing IP resources without written consent.
D2. Customer Responsibilities.
(a) Abuse Response: Acknowledge abuse complaints within 24 hours; remediate within 48 hours.
(b) Accurate Contacts: Maintain current abuse contact information.
(c) Blacklist Remediation: Proactively monitor and delist from blacklists.
(d) Cooperation: Cooperate fully with IPbnb investigations.
(e) Technical Hygiene: Maintain SPF, DKIM, DMARC; avoid open relays, proxies, and amplification vectors; maintain valid PTR records.
(f) Logs: IPbnb may request logs and disclose abuse data to IP Holders, RIRs, ISPs, or authorities.
D3. Enforcement. Violation is a material breach. IPbnb may:
(a) Issue a warning;
(b) Immediately suspend the Lease or Account;
(c) Terminate without notice;
(d) Apply Quarantine;
(e) Charge Abuse Management Fees as published at ipbnb.com/pricing;
(f) Report to law enforcement;
(g) Pursue legal remedies.
Appeals: Customer may appeal in writing within 5 business days. IPbnb will review but may maintain mitigations during review.
Repeat Violations: May result in permanent ban.
No SLA Credits: Service levels do not apply during AUP enforcement.
Schedule E – Contracting Party & Global Operations
E1. Single Contracting Entity. The sole contracting party for all Services worldwide is:
IPbnb LLC State of Texas, USA 14205 N Mo Pac Expy Ste 570 PMB 639716, Austin, Texas 78728-6529 US
E2. B2B Services Model.
(a) Nature of Services: IPbnb provides B2B agency services for the leasing of IP resources. IPbnb does not sell goods and is not a marketplace facilitator.
(b) Tax Responsibility: Each Customer is solely responsible for its own tax compliance, including VAT, GST, sales tax, and income taxes.
(c) No Tax Collection: IPbnb does not collect or remit transaction taxes on behalf of Customers.
(d) No Local Establishment: IPbnb has no permanent establishment outside the US.
E3. EU/EEA Customers.
(a) VAT Treatment: IPbnb's services are B2B services supplied from outside the EU. Under EU VAT rules, the place of supply is where the Customer is established. EU Customers are responsible for self-assessing and remitting VAT under the reverse charge mechanism.
(b) Data Protection: IPbnb processes data in compliance with GDPR principles. A Data Processing Agreement (DPA) is available upon request. Customers are responsible for ensuring their own GDPR compliance when using the Platform.
(c) No Consumer Rights: As a B2B platform, consumer protection directives do not apply.
E4. UK Customers.
(a) VAT Treatment: UK Customers are responsible for self-assessing UK VAT under the reverse charge mechanism.
(b) UK Data Protection: IPbnb complies with UK GDPR principles. DPA addendum available upon request.
E5. Sub-Agents. IPbnb may establish regional sub-agents for countries requiring local currency acceptance or local licensing. Sub-agents act solely as agents for IP Holders under IPbnb's supervision and do not change the tax treatment of Services.
E6. Governing Law. Regardless of Customer location: Texas law applies; disputes resolved by arbitration in Austin, Texas.
