General Terms and Conditions

IONOS Inc. General Terms and Conditions of Service

BY SIGNING UP FOR AND/OR OTHERWISE ACCESSING ANY OF THE SERVICES OR PRODUCTS OFFERED BY IONOS Inc. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THESE TERMS & CONDITIONS SUPERSEDE ALL EARLIER VERSIONS AND REQUIRE MANDATORY ARBITRATION OF DISPUTES. Please read these terms and conditions carefully, as they describe your legal rights and obligations. This agreement shall become effective as of the date of (1) your electronic signature on or acceptance of this Agreement, (2) the activation of your account or (3) your receipt of an e-mail from IONOS confirming your order, whichever happens first. THIS AGREEMENT IS EFFECTIVE FOR AN INITIAL TERM OF ONE MONTH (OR LONGER IF YOU HAVE A MINIMUM OR EXTENDED TERM CONTRACT) AND IS AUTOMATICALLY RENEWABLE FOR SUCCESSIVE TERMS OF THE SAME LENGTH AS THE INITIAL TERM OR FOR SUCCESSIVE ONE MONTH TERMS, AS MORE FULLY DESCRIBED IN THE TERM AND TERMINATION PROVISIONS CONTAINED IN SECTION 2. EXCEPT AS OTHERWISE PROVIDED HEREIN, EITHER YOU OR IONOS MAY TERMINATE THIS AGREEMENT (AND YOUR ACCESS TO YOUR ACCOUNT) AT ANY TIME WITH 30 DAYS NOTICE, OR IONOS MAY TERMINATE THIS AGREEMENT OR SUSPEND YOUR ACCOUNT WITH NO NOTICE FOR A BREACH OF THIS AGREEMENT. ANY AND ALL OUTSTANDING FEES (INCLUDING WITHOUT LIMITATION THOSE THAT MAY BE OWED UNDER A MINIMUM OR EXTENDED TERM PACKAGE) SHALL BE DUE AND PAYABLE UPON TERMINATION, ALL AS MORE FULLY DESCRIBED IN SECTION 2.

1. DEFINITIONS.

For the purposes of this Agreement:

1.1.   "IONOS's Equipment" shall mean computer and telecommunications device, Internet access and/or transmission rights owned, operated, and/or maintained by IONOS and/or IONOS’s affiliates, agents, or assigns which provide the IONOS Inc. Services.

1.2.   "IONOS”, "us," "we," "our" and grammatical variants thereof shall collectively refer to IONOS Inc. , a corporation organized and existing under the laws of the State of Delaware, United States of America, located at Two Logan Square 100 N 18th St, Ste 400, Philadelphia, PA 19103 U.S.A. and its assigns and successors in interest.

1.3.   "IONOS Inc. Services" shall mean the products and services provided by IONOS and/or IONOS's affiliates, agents, or assigns at any given time, including but not limited to web hosting, e-mail, domain registration, and any associated support services, which services may be changed, amended, and/or otherwise altered at any time in IONOS's sole discretion.

1.4.   "IONOS Software" shall mean any software provided by IONOS at any given time, whether downloaded to your computer, provided to you on CD or another form of removable media, or utilized online as part of the IONOS Inc. Services. The IONOS Software includes the program and any and all copies or portions thereof, whether standing alone or in combination with other programs, as well as the documentation and other materials delivered in connection with the software, if any.

1.5.   "Bandwidth" shall refer to the rate of data transmission in bits per second using IONOS's Equipment.

1.6.   "Content" shall mean the downloadable files which are interpreted by a client web browser for display with or without plug-ins.

1.7.   "Customer Service" shall refer to communication from us to you dealing with problems or questions relating to services provided by us to you.

1.8.   "Designated Agent" shall mean an individual or entity that the Prior Registrant or New Registrant explicitly authorizes to approve a Change of Registrant on its behalf.

1.9.   "Fee" shall mean monies and other consideration you are obligated to pay to IONOS for the right to use the IONOS Inc. Services and Bandwidth subject to the terms and conditions of this Agreement and of the particular IONOS Inc. Services for which you have registered, as outlined on the then-current schedule of fees.

1.10.   "Fee Schedule" shall mean the fees for the IONOS Inc. Services as published on the IONOS website, which may be modified at any time in IONOS’s sole discretion pursuant to the provisions of 23.1.

1.11.   "International Customers" shall mean customers residing in or accessing the IONOS Inc. Services from outside of the United States and Canada.

1.12.    "Material Change" means a non-typographical correction. The following will be considered Material Changes:

• a)   A change to the domain name owner’s name or organization that does not appear to be merely a typographical correction;
•  
• b)   Any change to the domain name owner’s name or organization that is accompanied by a change of address or phone number; and
•  
• c)   Any change to the domain name owner’s email address.

1.13.   "Laws" shall mean the laws, statutes, and regulations then in effect of the United States of America and its various states and dependencies as well as any other country whose laws apply to you, including but not limited to the laws of Your country of residence or the country in which you use or access the IONOS Inc. Services and, in each case, including the laws of any provinces, states or dependencies thereof.

1.14.   "Parties" shall collectively refer to IONOS and you.

1.15.   "Payment Account" shall refer to the credit card or Pay Pal account provided by You upon registration to pay for Your Services. IONOS may add, delete, or modify the methods by which customers can pay for the IONOS Inc. Services at any time without prior notice, in its sole discretion. Payments processed by Pay Pal are subject to Pay Pal's terms and conditions of service, and IONOS makes no representations or warranties with respect to those services.

1.16.   "Suspend" or "Suspension" shall include the disabling of, releasing of, disabling of, and/or placing of a registrar lock on your domain name and the cessation of transmission of data to or from Your Web Site or via Your Services.

1.17.   "Technical Support" shall refer to communications from us to you dealing with problems or questions relating to technical matters involving software or services provided by us to you.

1.18.   "Web Site Space" shall mean a quantity of computer memory allocation, as outlined in the program description for Your Services, generally located on one or more computer storage devices and measured in units of megabytes (MBs) wherein data comprising Your Web Site is stored and is accessible by IONOS’s web server equipment.

1.19.   "You", "your" and grammatical variants thereof shall mean you, any other entity which has an ownership or other beneficial interest in you, or any other entity in which you have an ownership or other beneficial interest.

1.20.   "Your Data" shall mean any data, including but not limited to advertisements, documents, e-mails, images, movies, web pages, or other Content, related to your use of the IONOS Inc. Services and stored on or transmitted by the IONOS Equipment.

1.21.   "Your Web Site" shall mean data transmittable via the Internet by IONOS which is stored in your Web Site Space.

1.22.   "Your Services" shall mean the specific IONOS Inc. Services for which you have contracted, subject to the limitations and specifications of the particular service effective as of the date of contract and to the fees for those IONOS Inc. Services pursuant to the current Fee Schedule.

3. DESCRIPTION

Subject to and conditioned upon IONOS’s retained rights and all other terms and conditions set forth in this Agreement, IONOS offers the IONOS Inc. Services as soon as practicable after registration for and payment of any and all fees due. You will receive a password, account and instructions upon completion of the registration process. You are responsible for maintaining the confidentiality of both your password and your account and are fully responsible for all activities that occur under your password and your account. You agree to immediately notify IONOS of any unauthorized uses of the account or any other breaches of security. IONOS cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will IONOS be liable, in any way, for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. The IONOS Inc. Services are subject to the following conditions and restrictions:

3.1.   Web Hosting Services

3.1.1 IONOS shall provide to you a non-transferable, revocable, non-sublicensable, non-exclusive and limited license to use the amount of Web Site Space allocated to Your Services for your non-exclusive use for the exclusive purpose of storing Your Web Site data and disseminating said data via the Internet through the use of IONOS’s Equipment for purposes consistent with this Agreement.

3.1.2 IONOS, either directly or through its assignee or licensee, shall provide Customer Service relating to Your Web Site consisting of replying to customer questions or complaints regarding services provided by us to you relating to Your Web Site. IONOS is not obligated to provide any Customer Service except as specified in this Section 3. Any and all requests for additional Customer Service may be refused by IONOS with or without reason. Any additional Customer Service which IONOS may subsequently agree to provide to you shall be at IONOS’s sole discretion and once commenced, may be terminated at any time by IONOS without notice to you and without any liability to IONOS. Notwithstanding the foregoing, IONOS at its sole discretion may at any time alter or cease providing the Customer Service which it has agreed to provide to you relating to Your Web Site pursuant to this Agreement without any liability to IONOS.

3.1.3 IONOS, either directly or through its assignee or licensee, shall provide Technical Support relating to Your Web Site. Any and all requests for Technical Support may be refused by IONOS with or without reason, in its sole discretion. Any Technical Support which IONOS may subsequently agree to provide to you shall be at IONOS’s sole discretion and once commenced, may be terminated at any time by IONOS without notice to you and without any liability to IONOS.

3.1.4 All use of Web Site Space and provision of services to you by IONOS shall be subject to all terms and conditions set forth herein. You may not attempt to expand or alter these rights or IONOS’s services by entering into multiple agreements.

3.1.5 Unless provided otherwise in the specifications for your Services, Bandwidth use, including but not limited to data retrieval from your Web Site, e-mail traffic, and downloads, shall not exceed six gigabytes per month. Your combined mailbox use per account shall not exceed twenty-five gigabytes per month. You are responsible for monitoring your Bandwidth and mailbox use, and agree to check your e-mail and download or delete your e-mail on a regular basis in order to ensure compliance with this paragraph. Should you exceed your mailbox use limits IONOS may return or reject any and all e-mails sent to you to the originating sender without liability to you. You agree that IONOS may debit the Payment Account for usage in excess of permitted amounts at the rates set forth in the then-current Fee Schedule.

3.1.6 Some IONOS Inc. Services may not be available to International Customers, and IONOS reserves the right to alter, amend, or discontinue the provision of some or all of the IONOS Inc. Services to International Customers in a particular market at any time in IONOS’s sole discretion.

3.1.7 IONOS may suspend performance under or terminate this Agreement, cease transmission of data associated with your domain name immediately and without notice, permanently remove Your Data from the IONOS Equipment, and take any other actions it deems necessary, in its sole discretion, immediately and without notice, to comply with the relevant Laws if it is informed or otherwise believes, in its sole discretion, that Your Web Site violates the intellectual property rights of any third party or is otherwise the subject of a dispute. As more completely set forth in Sections 6, 7, and 10, you waive any and all claims you may have, now and forever, against IONOS relating to the content, use, and operation of Your Web Site and agree to indemnify and hold harmless IONOS from and against any such claims.

3.1.8 You are responsible for backing up Your Data on your own computer. IONOS does not warrant or otherwise guarantee that it will back up your data or that data which has been backed up can be retrieved, and will not be responsible for any archiving or backup of Your Data. If any of Your Data is damaged, deleted, lost or corrupted in any way, or becomes otherwise unavailable due to termination or suspension of your account pursuant to this Agreement, IONOS will have no obligation or liability to you.

3.1.9  Unlimited services are intended for a normal personal or commercial use in compliance with these GT&C, including but not limited to Section 8, and are subject to certain technical and operational limitations. All web hosting packages are subject to a maximum limit of 262,144 individual files for Linux hosting and 500,000 files for Windows hosting up to a maximum of 500 GB web space.
In a web hosting package with 50 gigabytes of web space, the customer can initially have over 20 gigabytes of web space. Once the web space reaches at least 75% use of the available web space, it will be automatically increased in increments of 10 gigabytes, free of charge, until the amount of used web space is once again below 75%.
In a web hosting package with 100 gigabytes of web space, the customer can initially have over 50 gigabytes of web space. Once the web space reaches at least 75% use of the available web space, it will automatically increase in increments of 20 gigabytes, free of charge, until the web space is once again below 75%.
In a web hosting package with 250, 500 or unlimited gigabytes of web space, the customer can initially have over 100 gigabytes of web space. Once the web space reaches at least 75% use of the available web space, it will automatically increase in increments of 50 gigabytes or more until it is below 75% again. 

The CDN functionality is limited to a bandwidth of 50 GB per domain. If the permitted bandwidth is exceeded, we will deactivate the service. IONOS will inform customers of the deactivation as soon as the excess is detected.

IONOS reserves the right to move customers to servers which are more suited for that customer's usage, in IONOS’s sole discretion, and the customer agrees and understands that during any such move some or all of the IONOS Inc. Services may be unavailable or inaccessible. Packages with unlimited mail space are initially configured with 50 GB of available mail space per mailbox. In the event that the customer's usage approaches the limits of the available mail space, IONOS can increase the mail space configuration in increments of 5 gigabyte at no further cost to the customer, but no more than once per day; and not more than a maximum of 100 GB for a single mailbox. To get your mail space increased please contact the IONOS Technical Support.

3.2.   Domain Name Registration

3.2.1 Should you choose to register a domain name through IONOS, IONOS will register a second level domain name on your behalf, provided such domain name is available for registration. IONOS acts only as an intermediary between you and the organization providing the domain name, and has no influence over the assignment of domain names. IONOS is not liable or responsible in any way for any errors, omissions, or any other actions by any third party, including ICANN or any registry, arising out of or related to your registration of, renewal of, or failure or inability to register or renew the Domain. The registration of your domain name is subject to the terms and conditions of those registry terms and conditions, and is also subject to the terms of the Uniform Domain Name Dispute Resolution Policy ("UDRP"). You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions of the UDRP in effect at the time of the dispute. IONOS assumes no liability in the event the domain name is unavailable or otherwise not assigned to you, and does not warrant or guarantee that assigned domain names do not infringe the rights of third parties, or that you will retain the rights to that domain name for any period of time. Upon payment in full of any and all registration fees, IONOS shall not own or otherwise legally control any domain name registered on your behalf. You agree that you are responsible for any and all fees and costs related to the registration of your domain name, and you authorize IONOS to debit the Payment Account for any such fees and costs. You acknowledge and agree that in the event of termination or expiration of a domain name, IONOS shall be the Designated Agent, commencing from the effective date of termination/expiration. Unless terminated, at the end of each term your domain name shall automatically renew for an additional term and you further authorize IONOS to debit your Payment Account for the renewal fee associated with such renewal term and any related fees or charges. You may opt not to use the automatic renewal service by affirmatively opting out via your control panel or by setting the Domain to manual renew. Your failure to opt out constitutes your authorization and consent for IONOS to attempt to renew the Domain and to charge your Payment Account for such renewal. Should the Payment Account provider fail to honor such renewal fee, IONOS may, in its sole discretion, release, cancel, or otherwise dispose of or utilize your domain name as it sees fit, with no obligation to you whatsoever. If a domain is terminated, IONOS may delete the domain registration forty (40) days after effective date of such domain name termination. Additionally, IONOS may, in its sole discretion, assign the domain name to another party for any and all purposes. . IONOS does not guarantee the automatic renewal service or that your domain will be successfully renewed. IONOS SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE RENEWAL OR ANY ATTEMPT TO RENEW THE DOMAIN AS DESCRIBED HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OR ERRORS IN RENEWING OR ATTEMPTING TO RENEW THE DOMAIN NAME. The foregoing limitation of liability is in addition to any other limitations of liability set forth in these GT&C.

3.2.2. You acknowledge and agree that IONOS or its agents, assignees or licensees may associate any data of any kind, in IONOS’s sole discretion, with the Domain Name registered in association with Your Web Site or any URL incorporating said Domain Name until you replace such data with Your Web Site, at such times as Your Web Site is no longer available, and upon termination for any reason, for as long as IONOS or IONOS’s agent, assignee or licensee continue to be listed as the hosting entity with the domain name registry used to register such Domain Name. This paragraph shall apply to any and all web pages generated by IONOS or its affiliates, including but not limited to 404 error pages.

3.2.3. The Customer agrees and accepts that IONOS may set domain locks on your Domain, including but not limited to domain name registrations, domain name transfers, and any Material Changes to domain name owner details.  The Customer will nevertheless be able to remove the transfer lock in order to allow a transfer of a domain name which has been applied for by third parties.

3.2.4. You represent and warrant that your domain name does not infringe or violate any intellectual property rights, including but not limited to the copyright, trademark, or any other rights, of any person or company and that your domain name is otherwise in compliance with the terms of this agreement, in particular the provisions of Section 8.

3.2.5. You shall inform IONOS of any claim or potential claim against your domain name, including but not limited to the initiation of a dispute under the UDRP, within five days of notification of same. Should you lose your right to use a domain name which is used in connection with the IONOS Inc. Services, whether through expiration of the domain name, judicial decree, administrative decisions of the UDRP or otherwise, you agree to inform IONOS immediately of the party to whom the domain name is to be transferred and you authorize IONOS to take any and all action necessary to effect such transfer.

3.2.6. IONOS will accept the transfer of domain names from other registrars, provided however, that you will be required to pay for an initial year of registration fees upon transfer. Domain names which have been prepaid for a period of more than one year but with fewer than nine years remaining may also be transferred, subject to the payment of an initial year of registration fees. An additional year will be added on to the remaining term of any transferred domain. Domain names with more than nine years remaining on the registration period may not be transferred. Upon the expiration of the one-year extension you will be charged an annual renewal fee for any subsequent renewal period. By requesting the transfer of your domain name you authorize IONOS to debit your Payment Account for the one-year registration fee and any related fees or charges.

3.2.7. You acknowledge and agree that in the event a Material Change in respect of a domain name owner is required for any reason, any responsibility and liability for such Material Changes shall be borne solely by the Customer and account owner as the Designated Agent.  The full ICANN Transfer Policy is available here.

3.2.8. You acknowledge and agree that IONOS reserves the right to act as Designated Agent (as such term is defined in the IONOS GT&C) with respect to any Material Change (as such term is defined in the IONOS GT&C) or update to the domain name owner for any reason, without any liability to the domain name owner.  The full ICANN Transfer Policy is available on the ICANN website. 

3.2.9. The Private Domain Registration Services offered by IONOS are subject to the terms and conditions of IONOS’s Private Registration Service (the "T&C Private Domain Registration"), which are incorporated herein by reference.

3.2.10. In using our Privacy Service, you agree to opt out of the 60-day transfer lock normally applied following any Material Change (as such term is defined in the IONOS GT&C).

3.2.11. You acknowledge and agree that IONOS may suspend, cancel, transfer or modify your domain name registration at any time, for any reason, at the IONOS’s sole discretion. Without limiting the foregoing, IONOS may, in its sole discretion, suspend, cancel, transfer or modify a domain name registration:

1. to correct mistakes made by IONOS, another registrar, or the applicable registry administrator,

2. to resolve a dispute related to that domain name,

3. within five (5) calendar days of the creation date of that domain name registration,

4. if you breach this Agreement (including any applicable additional rule or policy),

5. if you use a domain name in connection with unlawful activity.

6. if IONOS believes, in its sole discretion, that the domain name has been registered fraudulently

7. upon receipt of a court order or other notification from a court of competent jurisdiction, an arbitration award, or other legal authority requiring the suspension, cancellation, transfer or modification of your domain name registration.

You further acknowledge and agree that your domain name registration is subject to suspension, cancellation, transfer or modification pursuant to the terms of any rules or policies applicable to your domain name registration, including, but not limited to (i) the UDRP, (ii) any ICANN adopted policy, (iii) any registrar (including IONOS) or registry administrator procedures, or (iv) any other ccTLD registry administrator procedures. As more completely set forth in Sections 6, 7, and 10, you waive any and all claims you may have, now and forever, against IONOS relating to the suspension, cancellation, transfer or modification of your domain name registration.

3.2.12. You shall have the right to cancel your contract in the event that the initial domain name registration price is greater than the price originally listed by IONOS. For the purposes of clarity, this termination right is only in relation to the new gTLDs and only under the above circumstances.

3.2.13. You agree, and acknowledge, that some TLDs will have non-uniform renewal registration pricing such that the Fee for a domain name registration renewal may differ from other domain names in the same or other TLDs.
You can review IONOS’s current renewal fees on the IONOS website.

3.2.14. By ordering or applying SSL Certificates in connection with our products. You acknowledge and agree to comply with the Digicert Terms and Conditions set forth on the IONOS website.

3.2.15. In the case of a tariff with unlimited SSL certificates, the customer receives an SSL Wildcard certificate for each domain for which he has a current contract with IONOS, the SSL Wildcard certificate can be used for all domains administered by IONOS; if the customer concludes a new contract which includes a domain with IONOS another SSL Wildcard certificate will automatically be assigned.

3.3.   Software

3.3.1. IONOS may, in its sole discretion, provide you with IONOS Software in combination with Your Services. Upon payment of all fees due and owing to IONOS under this Agreement, IONOS hereby grants, and you hereby accept, a nontransferable, revocable, non-sublicensable, and non-exclusive license to use the IONOS Software and all related documentation for your own personal or business use during the term of this Agreement. Any rights not expressly granted herein shall be reserved for IONOS. Source code or other information pertaining to the logic design of the IONOS Software is specifically excluded from the license granted hereunder.

3.3.2. Although certain IONOS Software may be provided free of charge, IONOS reserves the right to charge for the IONOS Software or any updates thereto or upgrades therefor at any time.

3.3.3. You recognize that the IONOS software and all related information, including but not limited to any and all updates, improvements, modifications, enhancements, and information related to installation of the IONOS Software at your home or office, are proprietary, and that all rights thereto, including copyright, are owned by 1&1. You further acknowledge that you have been advised that the IONOS Software, including updates, improvements, modifications, enhancements, and information related to installation, constitutes a trade secret of 1&1, is protected by civil and criminal law, and by the law of copyright, is valuable and confidential to 1&1, and that its use and disclosure must be carefully and continuously controlled.

3.3.4. IONOS shall at all times retain title to all the IONOS Software and all related information, including all updates, improvements, modifications and enhancements, furnished to you hereunder.

3.3.5. Unless provided otherwise in the specifications for Your Services, the IONOS Software supplied hereunder is for the your personal or business use. You shall not permit any third party to use the IONOS Software or allow access to the IONOS Software from sites outside of your home or business premises except as specifically authorized in writing by 1&1. The IONOS Software is to be used only for the purposes specified in this Agreement and specifically as restricted in the following three subparagraphs of this Section 3.

3.3.6. While this Agreement is in effect, or while you have custody or possession of any of the Software, you will not: (i) reproduce, copy or publicly display, or permit anyone else to reproduce, copy or publicly display, any of the IONOS Software, whether such IONOS Software is in written, magnetic or any other form, except pursuant to reasonable backup procedures, or for use in Your Web Site pursuant to this Agreement, nor; (ii) provide or make the IONOS Software available to any person or entity other than your employees or agents who have a need to know consistent with your use thereof under this Agreement, nor; (iii) create or attempt to create, or permit others to create or attempt to create, by disassembling, reverse engineering or otherwise, the source programs or any part thereof from the object program or from other information (whether oral, written, tangible or intangible) made available to you under this Agreement, nor; (iv) copy for your own use or the use of others operator manuals, system reference guides, training materials and other user-oriented materials without the prior written consent of IONOS. In order to protect IONOS’s trade secrets and copyrights in the IONOS Software, you agree to reproduce and incorporate IONOS’s trade secrets or copyright notice in any copies, modifications or partial copies.

3.3.7. You agree to notify IONOS forthwith if you obtain information as to any unauthorized possession, use or disclosure of any IONOS Software by any person or entity, and further agree to cooperate with IONOS at IONOS’s expense, in protecting IONOS’s proprietary rights.

3.3.8. Unless agreed otherwise in writing by IONOS, the IONOS Software may be used only on a single computer or workstation. IONOS software designed for use on portable workstations may be installed on both a portable and a stationary computer but may not be used on both simultaneously. You may not install the IONOS Software on a network except to facilitate permissible installation of the IONOS Software on computers attached to the network. You warrant and guarantee that all users of the software shall be aware of and comply with the terms of this license.

3.3.9. Certain IONOS Software is provided for online use as part of the IONOS Inc. Services (the "IONOS Online Software"), and the use of such software may be subject to fees as outlined in the current Fee Schedule in accordance with this Agreement. The IONOS Online Software is hosted software which runs directly on IONOS’s servers, and you may not download, install, store or make any copies of the IONOS Online Software, nor may you sublicense the IONOS Online Software. You agree not in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the IONOS Online Software or any copies thereof and not to assist any third party in doing so. The IONOS Online Software is designed to be used through the IONOS user interface and, as such, may be utilized by any authorized user from any computer or workstation. This license is automatically revoked upon termination of this Agreement. IONOS reserves the right to suspend the use of, modify or discontinue the IONOS Online Software for any or all customers at any time without notice. Certain Online Software is also Third Party Software, and is subject to the applicable provisions of 2.3.10. IONOS may limit the functionality of any such third party Online Software, in its sole discretion.

3.3.10. IONOS provides its customers with the ability to order certain third-party software (the "Third Party Software"), depending on the hosting package ordered. Except for Third Party Software which is also Online Software, such Third Party Software is delivered to IONOS Customers by mail and may be ordered via customer's control panel for a period of six months after the commencement of the IONOS Inc. Services. The license conditions governing the use of the Third Party Software may differ from IONOS’s own software licenses. Customers of IONOS are bound by the conditions of all licenses pertaining to such Third Party Software and should make themselves familiar with their terms and conditions. Some such Third Party Software is provided under license from Microsoft Corporation ("Microsoft Software"), and Customers using Microsoft Software are bound by the T&C Microsoft Software Products, which are incorporated herein by reference. IONOS does not provide Technical Support for the Third Party Software. THE THIRD PARTY SOFTWARE IS OFFERED "AS-IS." THE PROVISION AND OFFERING OF THIRD PARTY SOFTWARE BY IONOS DOES NOT CONSTITUTE AN ENDORSEMENT OF THE THIRD PARTY SOFTWARE, NOR CAN IONOS MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE AND FUNCTIONALITY OF SUCH THIRD PARTY SOFTWARE.

3.3.11. In the event of termination of this Agreement, or upon any act which shall give rise to IONOS’s right to terminate, or upon the expiration of the license for IONOS Software which is subject to a limited-duration license, any and all licenses granted under this Section 3.3 shall terminate automatically, and you will remove, erase or destroy the IONOS Software and documentation and all copies thereof, wherever located, without demand or notice.

3.3.12. IONOS may stop providing the Software or any updates thereto, including but not limited to the Online Software or the Third-Party Software, at any time without notice or any further liability to You.

3.3.13. Software for International Customers is available for download only. Certain Software (including Third-Party Software) may not be available to International Customers.

3.3.14. IONOS cannot guarantee that the domain name or the TLD will be registered at the registry. IONOS cannot guarantee that the TLD will become available to the general public or be available from IONOS. The TLD may have special registration Terms & Conditions and/or restrictions that are currently not known. IONOS cannot guarantee that you will be able to conform to these T&CS and therefore may not be allowed to register the domain name on your behalf because of said Terms & Conditions and/or restrictions. Should such a situation arise, you have the right to cancel your binding pre-registration and will not incur any costs.

• Should the domain name not be registered at the registry and the TLD not become available, then you will not incur any costs.
•  

3.4.  Premium Services.

3.4.1. IONOS offers certain Premium Services to use with the IONOS products and services. By ordering the IONOS Premium Services, you agree to the terms and conditions set forth in this Section 3.4, in addition to the other terms in this Agreement.

3.4.2. The IONOS Premium Services can only be used with the IONOS products and services and only by account owners and persons with authority on the account. There will be no Premium Services provided to end users, unless consent has been provided by the account holder, in writing, to the IONOS Premium Services Team. Any IONOS Premium Services Team Member may ask for verification of identity and it shall be at the discretion of the IONOS Premium Services Team Member whether the individual is, in fact, the account holder or has been otherwise properly authorized by the account holder.

3.4.3. The IONOS Premium Services are available on request (subject to the availability of a IONOS Premium Services Team Member). You are charged a fee for the Premium Service ordered. Such fee is in addition to the normal subscription fees for the relevant IONOS package. The scope of each Premium Service ordered is detailed within the service description at the time of purchase.

3.4.4. The IONOS Premium Services Team is available Monday – Saturday between 8:00am EST and 5:30om EST (excluding federal holidays). Outside the applicable business hours, a 24-hour-hotline support center can be reached for customers to make appointments for IONOS Premium Services within the business hours.

3.4.5 Upon booking any Premium Service, you will be required to provide IONOS with a credit or debit card or another valid payment method to pay for the service. You will be advised at the time of booking what the fee is based on the particular service or services ordered. You will be charged the amount of said fee upon the earlier to occur of (a) fulfilment of the services ordered; or (b) 30 days following the booking of said service(s). The booked service must be used within 30 days of purchase. Service-specific consultation calls with a IONOS Premium Services Team Member are only available following a purchase of a Premium Service and must take place within 30 days of purchase.

3.4.6. Once booked, there is no refund of the Premium Service. You may cancel the order for Premium Services by e-mail or phone at any time but due to the nature of this customized service and the work involved, you will not receive a refund of the service fee. The 30-day money-back guarantee that is offered for some other IONOS products is not available for Premium Services. Cancelling the Premium Services has no effect on any other existing IONOS contracts.

3.4.7. If necessary, you must provide the IONOS Premium Services Team Member with remote access to your computer or other applicable device. You must provide any technical equipment (e.g. DSL connection, internet connection, and modem) that the IONOS Premium Services Team Member requires in his or her discretion in order to perform the Premium Services. You may be required to provide access to your IONOS products or services and you accept that some changes to your products or services may be required in order for the Premium Services to be performed. You must fully cooperate with the IONOS Premium Services Team.

3.4.8. You may be asked to provide files, materials, and information (“Customer Materials”) for the setup of the IONOS Premium Services.  You shall submit all Customer Materials required in electronic file format by e-mail in a format acceptable to the IONOS Premium Services Team Member (such as Word, jpeg, gif, etc.). Customer Materials must be of good quality and suitably sized for its intended use. Customer Materials must not be illegal or offensive in nature, and you must be the owner, or have the relevant permission from the copyright holder if using non-open source third party materials. You must retain a current back-up of any such Customer Materials. Any Customer Materials may be deleted by IONOS after the Premium Service has been performed and will not be returned to you.

3.4.9. You may be required to choose passwords for the Premium Service to be performed. It is your responsibility to update passwords after the Premium Service has been completed.

3.4.10. You will be notified by IONOS via email (at your email address on file with IONOS) when your Premium Services or Services has been completed. Following notification of completion, you will have five days to request any changes to be made. All such requests must be made to the IONOS Premium Services Team. Any and all change requests must fall within the scope of the IONOS Premium Services ordered and paid for. Any change request falling outside such scope is considered a separate service order.

3.4.11. If IONOS deems any change request to fall outside of the scope of the service, you may request further services from the Premium Services Team, who will provide you with an estimate of price and expected time for the additional services. Any estimate of pricing and timing may be subject to change. You shall be billed for such additional services upon completion of said services and payment shall be due within 30 days of the date of the invoice. Prior to IONOS providing any additional services, you must retain a backup of all their data and confirm to the IONOS Premium Services Team that this has been done. You will have an additional 14 days to notify the IONOS Premium Services Team of any issues you may have after the additional services have been performed.

3.4.12. In addition to the limitations set forth elsewhere in this Agreement, IONOS does not warrant that the IONOS Premium Services will meet your requirements or that they will result in a desired outcome and IONOS shall not be liable for any loss or damage of any nature suffered by you arising out of or in connection with your use of or reliance upon the IONOS Premium Services.

 3.4.13. As a Premium Services Customer, you consent to IONOS agents accessing your Storage (Webspace) and any data stored there.

5. NO EXPRESS OR IMPLIED AGREEMENT TO DISSEMINATE MATERIALS WHICH ARE INCONSISTENT WITH YOUR WARRANTIES.

Receipt by IONOS of data for storage in Web Site Space and/or transmission via IONOS’s Equipment which are inconsistent with your warranties set forth in Section 8 herein shall not constitute an agreement by IONOS to allow the IONOS Inc. Services or the IONOS Equipment to be used to disseminate such information or data in whole or in part, by any means, or if once disseminated via the use of IONOS’s Services or Equipment, to continue to disseminate such data.

7. IONOS ’s LIMITED LIABILITY.

YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT. IN NO CASE SHALL IONOS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OR OTHERWISE RELATING TO THE IONOS Inc. SERVICES. SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH COUNTRIES, STATES OR JURISDICTIONS, IONOS’s LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY SET FORTH IN ANY SEPARATE SOFTWARE LICENSE OR IN THIS AGREEMENT, IONOS DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED OR OTHERWISE ACCESSED USING THE IONOS Inc. SERVICES, AND IONOS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTIES. YOU HEREBY RELEASE IONOS FROM ANY AND ALL OBLIGATIONS, LIABILITY AND CLAIMS IN EXCESS OF THESE LIABILITY LIMITATIONS. THE TOTAL LIABILITY OF IONOS FOR BREACH OF WARRANTY ARISING OUT OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY IN TORT, OR ANY OTHER CLAIM RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL SERVICE FEES PAID BY YOU TO IONOS IN THE SIX MONTHS PRECEDING SUCH ALLEGED BREACH, BUT IN NO EVENT TO EXCEED $150,000.

9. CONFIDENTIALITY, TRADEMARK, AND COPYRIGHT

9.1   During the course of this Agreement you may gain access to certain confidential, proprietary and trade secret business or technical information belonging to IONOS in connection with IONOS’s performance of the IONOS Inc. Services ("Confidential Information"). You agree to preserve the confidentiality of all Confidential Information that is provided in connection with the Agreement, and shall not, without the prior written consent of IONOS, disclose or make available to any person, or use for your own or any other person's benefit, other than as necessary in performance of your obligations under this Agreement, any Confidential Information of IONOS. IONOS retains all right and title to such Confidential Information.

9.2   IONOS is a service mark of IONOS Inc.  All rights reserved. The trademarks, logos, and service marks displayed on this Web Site (collectively, the "Marks") belong IONOS and/or its affiliates or third parties which have licensed those rights to IONOS ("Partners"); IONOS and Partners retain all rights to the Marks and nothing in this Agreement grants you or anyone else any right whatsoever to the use of the Marks. You may not use, reproduce, or display any Marks without their owner's prior written consent. All other trademarks, product names, and company names and logos appearing on IONOS’s Web Site are the property of their respective owners.

9.3   Unless expressly stated otherwise on the IONOS Web Site, you should assume that all content, images, and materials appearing on or available through this Web Site (collectively the "IONOS Content") are the sole property of IONOS and/or its licensors. Both U.S. and international copyright laws and treaties protect such IONOS Content. You may not use, reproduce, display, or sell any IONOS Content without IONOS’s prior written consent. You may not link to any page within IONOS’s Web Site or frame any portion of the site without IONOS’s prior written consent. You may not use any IONOS Content except in connection with your Services and in accordance with this Agreement without IONOS’s prior written consent.

9.4   Subject to your compliance with the terms of this Agreement and full payment of any related Fees, IONOS grant you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to certain text, photos, graphics, videos, templates, or other content to customer which is licensed from third parties and which is not owned or controlled by IONOS (the “Third Party Content”). The use of all such Third Party Content is subject to the terms of this Agreement, and you may not use the Third Party Content: (i) together with defamatory, pornographic, or unlawful content; (ii) in such a manner that it infringes upon any third party's trademark, copyright, or other intellectual property rights, whether alone or in combination with your content or data; (iii) in a way that depicts any person appearing in the Third Party Content to advertise adult entertainment clubs, escort services, or similar venues or services, or engaging in unlawful or criminal activities; (iv) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services. You may not use the Third Party Content separate and apart from website creation, hosting, online marketing, or related services provided to you via the IONOS Equipment or using the 1&1 IONOS Inc. Services, and you may not remove any trademark, copyright, or other proprietary marks from the Third Party Content. Your right to use the Third Party Content terminates immediately upon the expiration or earlier termination of this Agreement for any reason or upon termination of IONOS’s licenses for the Third Party Content. IONOS is not responsible for and cannot be held liability for Third Party Content, and you hereby assume the risk of any liabilities or harm related thereto.

9.5   The use of five (5) premium images shall be included for use within the MyWebsite Basic, MyWebsite Plus and MyWebsite Premium packages. Use of any further images shall require an additional charge.

11. NO JOINT VENTURE OR PARTNERSHIP

Nothing in this Agreement is intended by the Parties to create or constitute an agency, joint or collaborative venture, or partnership of any kind between IONOS and you, nor shall anything in this Agreement be construed as constituting or creating any such agency, joint or collaborative venture, or partnership between IONOS and you. IONOS shall have no control or ownership interests of any kind in your business. IONOS shall have no direct financial or other interest in, nor in any way "own" any online "store" or other online venture pertaining to your use of the IONOS Inc. Services or IONOS’s Equipment. IONOS’s relationship to you shall be restricted to matters pertaining to the provision of the IONOS Inc. Services as set forth in this agreement.

13. SERVICES RENDERED ON A NON-EXCLUSIVE BASIS.

Any and all services which are or may be provided to you by IONOS pursuant to this Agreement, including the licensure of rights herein, are non-exclusive and nothing in this Agreement shall limit or restrict IONOS from providing similar services and granting similar licenses to third parties regardless of whether such third parties are competitors of you. Nothing in this Agreement shall limit or restrict IONOS from engaging in any activities similar to yours or in competition with you.

15. PRIVACY.

15.1.    It is IONOS’s policy to respect your privacy. IONOS will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior consent unless IONOS deems it necessary, in its sole discretion, to:

15.1.1. comply with legal process or other legal requirements, including but not limited to responding to civil or criminal subpoenas, search warrants, national security letters, or other requests for information from law enforcement officials;

15.1.2. protect and defend the rights or property of IONOS or its officers, agents, affiliates, and licensees;

15.1.3. enforce this Agreement; or

15.1.4. protect the interests of other IONOS customers.

15.2. NOTWITHSTANDING THE PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, IONOS RESERVES THE RIGHT (SUBJECT TO APPLICABLE LOCAL LAW), IN ITS SOLE DISCRETION, TO MONITOR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO THE USE OF A USER'S MAIN ACCOUNT AND ANY SUB-ACCOUNTS, FOR THE PURPOSE OF INVESTIGATING VIOLATIONS OF THIS AGREEMENT OR TO ASSIST WITH CRIMINAL OR CIVIL INVESTIGATIONS.

15.3. Your IP address is transmitted and recorded with each message you send using the IONOS Inc. Services. IONOS does provide certain information in aggregate form collected from and relating to you to third persons such as advertisers. For a more detailed description of the types and uses of personal information collected from you, please read the IONOS Privacy Policy.

15.4. INTERNATIONAL CUSTOMERS UNDERSTAND AND AGREE THAT THE IONOS Inc. SERVICES ARE PROVIDED BY IONOS INTERNET, INC. IN THE UNITED STATES OF AMERICA. YOU FURTHER AGREE THAT THE PERSONAL INFORMATION WHICH YOU GIVE IONOS WILL BE TRANSFERRED TO AND MAINTAINED IN THE UNITED STATES AND OTHER COUNTRIES; INCLUDING WITHOUT LIMITATION COUNTRIES IN THE EUROPEAN UNION AND ELSEWHERE. IF YOU DO NOT CONSENT TO THE TRANSFER OF YOUR PERSONAL INFORMATION INTO AND OUT OF THE UNITED STATES, DO NOT ACCEPT THESE TERMS AND CONDITIONS FOR THE IONOS Inc.RVICE. YOU FURTHER UNDERSTAND AND AGREE THAT REGARDLESS OF YOUR COUNTRY OF RESIDENCE IONOS MAY DISCLOSE PERSONAL INFORMATION ABOUT YOU AND YOUR WEBSITE OR DOMAIN NAMES PURSUANT TO THIS SECTION, AND YOU EXPLICITLY WAIVE ANY RIGHTS TO PRIVACY OR PROTECTION OF PERSONAL DATA RELATING TO SUCH INFORMATION TO THE FULLEST EXTENT PERMITTED UNDER NATIONAL AND INTERNATIONAL LAW.

17. NON-ENFORCEMENT DOES NOT CONSTITUTE WAIVER.

Failure of IONOS at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of IONOS.

19. FORCE MAJEURE.

19.1.   In the event of "force majeure" (as defined below), IONOS may terminate this Agreement without liability to you. For purposes of the Agreement, "force majeure" shall mean circumstances or occurrences beyond IONOS’s reasonable control, whether or not foreseeable at the time of entering into the Agreement, in consequence of which IONOS cannot reasonably be required to perform its obligations hereunder or otherwise perform its obligations under the Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, termination or temporary unavailability of any computer hardware or software, server, or network on which the IONOS Inc. Services are located or maintained or through which the IONOS Inc. Services are provided, and nonavailability of any permits, licenses and/or authorizations required by governmental authority.

19.2.   IONOS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the IONOS Inc. Services (or any part thereof) with or without notice. You agree that IONOS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the IONOS Inc. Services.

21. ARBITRATION AND WAIVER OF JURY TRIAL.

21.1.   ANY AND ALL DISPUTES RELATING IN ANY WAY TO THIS AGREEMENT WHICH ARE NOT FIRST RESOLVED INFORMALLY, SHALL BE DETERMINED EXCLUSIVELY BY BINDING ARBITRATION IN PHILADELPHIA, PENNSYLVANIA BEFORE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC ("JAMS") AND IN ACCORDANCE WITH THE RULES OF JAMS. Any award arising out of such arbitration shall be subject to entry as a judgment by any court of competent jurisdiction in the United States. Any action to confirm or vacate such an award must be brought in either the Court of Common Pleas of Philadelphia, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania. You consent to personal jurisdiction and venue in such courts and you waive any challenge to personal jurisdiction or venue in such courts. You further agree that IONOS shall be entitled to collect its attorneys' fees, costs and other expenses in the event that IONOS acts to enforce this arbitration and forum selection clause, regardless of whether IONOS prevails in the underlying action. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the Commonwealth of Pennsylvania and the federal law of the United States of America. There are no exceptions to these mandatory arbitration provisions except as set forth in Sections 21.2 and 21.3.

21.2.   Notwithstanding the provisions of Section 21.1, if you fail to timely pay amounts due IONOS may assign your account for collection and the collections agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by Law or this Agreement.

21.3.   Nothing in Section 21.1 shall preclude IONOS from: (i) seeking and obtaining any injunctive relief or attachment and expedited discovery or other equitable relief to enforce the terms of this Agreement or to remedy a breach thereof, or (ii) bringing an action to enforce this Agreement or the provisions hereof in the event JAMS will not or cannot arbitrate a particular dispute. Any action under this section 21.3 may be brought in either the United States District Court for the Eastern District of Pennsylvania or the Common Pleas Court of Philadelphia County Pennsylvania, and each party consents to the in personam jurisdiction of such Courts for the purpose of any such action or proceeding. Each party hereby waives all rights it has or which may hereafter arise to contest such exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania or the Common Pleas Court of Philadelphia County Pennsylvania.

21.4.   In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND IONOS THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived.

21.5.   Neither you nor IONOS may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to this Agreement, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. YOU AND IONOS ACKNOWLEDGE THAT THIS SECTION 21.5 WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION

21.6.   This Agreement shall be interpreted according to the laws of the Commonwealth of Pennsylvania, United States of America, and, where applicable, the federal law of the United States of America, without regard to conflicts of law principles.

23. MODIFICATION.

23.1.   This Agreement may be materially altered by IONOS by posting the new version of the Agreement at www.ionos.com and if posted in this manner, shall be effective immediately upon posting such notice. In the event that IONOS does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of the posting of notice of such change.

23.2.   You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of IONOS. No additional or conflicting term in any other document used by you will have any legal effect.