Terms & Conditions

TERMS AND CONDITIONS OF IP FABRIC

 

1. TERMS AND CONDITIONS

1.1 These Terms and Conditions govern the contractual relationship between

      • IP Fabric, Inc., if these Terms and Conditions are governed by the laws of the state of New York pursuant to Section 4, or any one of its subsidiaries or affiliated companies, including without limitation
      • IP Fabric s.r.o., if these Terms and Conditions are governed by the laws of the Czech Republic pursuant to Section 4, and
      • IP Fabric UK Limited, if these Terms and Conditions are governed by the laws of England pursuant to Section 4.

(collectively referred to as “IP Fabric”),

and the legal entity (the “Customer”) that is purchasing the license key to the IP Fabric software solution, which is used to analyze network infrastructure (the “Product”). Customer may be the End Customer if purchasing directly for its own use, and in such case the End Customer is bound by the EULA. Otherwise, the Customer is deemed to be the entity that resells the license key to the End Customer. This will be specified in each Quote as defined in Section 2.1.

1.2 The Product’s use by the End Customers is subject to the terms of IP Fabric’s End User License Agreement available at https://ipfabric.io/end-user-license-agreement/ (the “EULA”). In accordance with the provisions of EULA, the Product is provided for a specified license period and entitles the End Customer to use the most current version of the Product including any potential updates and any operational support and maintenance that may be provided by IP Fabric.

1.3 These Terms and Conditions and the EULA apply to all purchases of Product subscriptions by the Customer. Customers are advised to read these Terms and Conditions carefully. By purchasing or ordering any Product subscriptions from IP Fabric, the Customer indicates its acceptance to be bound by these Terms and Conditions and if Customer is the End Customer, the EULA. They form a legal agreement between the Customer and IP Fabric and can only be amended with IP Fabric’s consent.

 

2. CONTRACTUAL RELATIONSHIP

2.1 IP Fabric offers the Product based on an offer - a quote sent by IP Fabric to the Customer specifying the scope, duration and other relevant details (the “Quote”). The Quote is valid for the time period specified therein, within which the Customer may send to IP Fabric an order for purchase of subscription to the Product (the “Order”). Any general terms and conditions of the Customer, whether published online, referenced in any Order, or otherwise, shall not apply to any transactions governed by these Terms and Conditions and the EULA notwithstanding any contrary wording in Customer’s Order or other document. Only a written agreement duly executed by both Parties concerning the subject matter hereof shall prevail over and replace these Terms and Conditions.

The contractual relationship between the Customer and IP Fabric is concluded only in case a complete agreement is reached by the Customer and IP Fabric.

2.2 The Order is deemed accepted by IP Fabric upon written confirmation, issuance of invoice, or provision of the license key, whichever occurs first (the “Order Confirmation”). The duration of the contractual relationship between IP Fabric and Customer shall correspond to the license period as stated in the Order and the term of the license shall also be governed by the EULA (the "Contract Period").

2.3 The contractual relationship between the Customer and IP Fabric (the “Contractual Relationship”) consists of the applicable Quote, the confirmed Order, these Terms and Conditions and, where the Customer is the End Customer, also the EULA.

2.4 The license expiration date is indicated for referential purposes within the user interface. A warning will be displayed 30 days before the end of the license term. After the license expires, it is no longer possible to log in to the system user

2.5 Where the Customer is identified in the Quote as a reseller, IP Fabric grants the Customer a limited, non-exclusive, non-transferable right to resell the license key(s) to the End Customer specified in the Quote and related Order. Such resale does not grant the Customer any right to use the Product for its own purposes, nor any right to modify the Product or the EULA. The End Customer’s use of the Product shall always be subject to the EULA with IP Fabric.

2.6 Each Party shall keep confidential and not disclose to any third party any non-public information received from the other Party in connection with these Terms and Conditions, including without limitation technical, commercial, pricing information, and any other information that a reasonable person would deem confidential (“Confidential Information”). Confidential Information may be used solely for the purposes of performing the Contractual Relationship. The obligations in this Section do not apply to information that (i) is or becomes publicly available without breach, (ii) was lawfully known to the receiving Party before disclosure, (iii) is independently developed without use of the other Party’s Confidential Information, or (iv) is required to be disclosed by law or court order, provided that the receiving Party gives prompt notice and cooperates to seek protective treatment. These obligations survive for three (3) years after termination of the Contractual Relationship.

 

3. PRODUCT INSTALLATION PROCEDURE

3.1 If IP Fabric performs the Product installation, it shall be done remotely in the End Customer’s environment after the Order Confirmation, no later than 5 business days from the date of the End Customer’s notification of readiness to install the Product. The End Customer shall provide other requested cooperation upon prior notice of IP Fabric delivered at least 3 business days in advance. The End Customer undertakes to entrust competent persons on its behalf to cooperate with IP Fabric on installation of the Product, such competent persons shall be those responsible for the operation and administration of the infrastructure.

3.2 The Product installation shall be deemed completed upon provision of the Product’s license key to the End Customer and/or the Customer, or, if agreed, upon confirmation of the Acceptance Protocol by the Customer. Completion of the Acceptance Protocol, failure by the Customer to provide any rejection within 24 hours of delivery of the Product to the Customer or End Customer, or first use of the Product and/or related services by the Customer or End Customer shall each constitute deemed acceptance by the Customer.

3.3 The Product is distributed as a virtual software solution and is intended for deployment in the Customer’s virtualized environment. Computing power, operating memory and storage space requirements depend on the number of managed devices and the complexity of the network topology. The requirements for the allocated computing resources that are to be procured by the customer are specified in the detailed Product

 

4. PAYMENT TERMS

4.1 The price for providing the Product is specified in the Quote. The prices indicated do not include VAT, which will be applied according to valid and effective legal

4.2 IP Fabric may issue to the Customer an invoice for the Product (the “Invoice”) after the receipt of the Order, in electronic form, and send it to the customer by e-mail provided in the Order.

4.3 The Invoice is payable within the period specified therein, which shall not be less than 14 calendar days from the date of receipt of Invoice by the Customer, unless otherwise agreed. The sum due under the Invoice shall be paid by wire transfer to the bank account of IP Fabric and in the currency indicated in the Invoice, unless otherwise agreed.

4.4 In the event of delay in payment of the Invoice, in addition to the outstanding amount, the Customer agrees to pay IP Fabric a contractual penalty of 0.03 % of the outstanding amount per day for the first 15 days of the delay, and subsequently 0.25 % of the outstanding amount per day, unless another contractual penalty is agreed for such a case. This shall be without prejudice to any other claims by IP Fabric for damages in In the abovementioned delay, IP Fabric can interrupt Customer’s access and use of the Software.

4.5 If the Customer is delayed in payment of the Invoice by more than 30 days, such delay shall be deemed a material breach of the Contractual Relationship and IP Fabric shall have the right to terminate the Contractual Relationship with future effect. In the event of a material breach of the Contractual Relationship by the Customer, Customer agrees to pay IP Fabric a contractual penalty in the amount of the proportional part of the Invoice that accrues from the date of such material breach until the end of the Contract Period; this contractual penalty is payable within 3 days from the delivery of the termination notice by IP Fabric to the Customer.

 

5. WARRANTIES

5.1 IP Fabric’s warranties relating to the Product and its installation are limited to the warranties provided by IP Fabric in Section 3 of EULA.

5.2 Except as set forth in section 5.1 above, IP Fabric makes no warranties with respect to the product, the installation services offered by IP Fabric or any other subject matter of this agreement and hereby disclaims all other warranties, whether express, implied or statutory, including, but not limited to warranties of title, non-infringement, merchantability, satisfactory quality, fitness for a particular purpose (even if IP Fabric has been informed of such purpose), and all warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, IP Fabric makes no warranty of any kind that the product or results of the use thereof, will meet customer’s or other persons’ requirements, operate without interruption, achieve any intended result, be compatible or work with any software, systems, or other services, or be secure, accurate, complete, free of harmful code and defect or be error free.

5.3 To the maximum extent permitted under applicable law, IP Fabric shall not be liable for any indirect, special, exemplary, incidental, or consequential loss or damage or for any lost profits, lost savings or loss of revenues suffered arising from or in any way connected with these Terms and Conditions or the installation of the products. The limitation of liability in this section applies regardless of whether IP Fabric knew of, or could have known of, the possibility of the damages and applies regardless of whether the limitation of liability causes any remedy to fail of its essential purpose. Subject to the foregoing, the total aggregate liability of company arising under or in connection with the performance, non-performance or contemplated performance shall in no event exceed the amounts paid for the particular product in connection with which the liability arose. This section shall survive the termination of these Terms and Conditions.

 

6. INDEMNIFICATION

6.1 IP Fabric shall defend, indemnify and hold Customer harmless from and against any third-party claim alleging that the Product, as delivered by IP Fabric and used in accordance with these Terms and Conditions and the EULA, infringes such third party’s copyright, trademark, or trade secret.

6.2 Customer shall defend, indemnify and hold harmless IP Fabric and its Affiliates, and their respective officers, directors, employees and agents, from and against any third-party claims, actions or demands (including reasonable legal and accounting fees) arising from Customer’s breach of these Terms and Conditions or violation of applicable law, except to the extent such claim is caused by IP Fabric’s gross negligence, willful misconduct, or fraud.

6.3 The indemnifying Party’s obligations under this Section are subject to the indemnified Party (i) promptly notifying the indemnifying Party in writing of the claim, (ii) granting the indemnifying Party sole control of the defense and settlement, and (iii) providing reasonable cooperation at the indemnifying Party’s expense. IP Fabric shall not be liable under this clause for claims resulting from (a) use of the Product in combination with non-IP Fabric products or services, (b) modifications not made by IP Fabric, or (c) use of the Product not in accordance with these Terms and Conditions or the EULA. If the Product is held or likely to be infringing, IP Fabric may, at its option, (x) procure the right for End Customer to continue using the Product, (y) replace or modify the Product so it becomes non-infringing while retaining substantially similar functionality, or (z) terminate the affected license and refund Customer a pro-rata portion of prepaid fees for the remainder of the license term. The indemnifying Party shall not settle any claim without a full release of the indemnified Party.

 

7. FINAL PROVISIONS

7.1 IP Fabric may update these Terms and Conditions by publishing the updated version on its website. Any such change will not affect Orders already confirmed. In case of automatic renewal under the EULA, the Customer accepts the then-current version of these Terms and Conditions as published on the website at the date of renewal.

7.2 Neither IP Fabric nor the Customer may assign, transfer or pledge any rights or obligations under these Terms and Conditions without the prior written consent of the other party, except that IP Fabric may assign to its Affiliates.

7.3 These Terms and Conditions, together with the EULA and the applicable Quote and Order, form the entire agreement between the parties with respect to the subject matter. In the event of conflict: (i) the Quote prevails over the Order; and (ii) the EULA prevails over these Terms and Conditions as regards use and licensing of the Product.

7.4 Governing law

    • If the Customer is incorporated or resident in the U.S. or Canada, these Terms and Conditions are governed by the laws of the State of New York, excluding conflict-of-laws principles.
    • If the Customer is incorporated or resident in the United Kingdom, the laws of England apply, excluding conflict-of-laws principles.
    • In all other cases, the laws of the Czech Republic apply, excluding conflict-of-laws principles.

7.5 The UN Convention on Contracts for the International Sale of Goods shall not apply and is hereby expressly excluded from any interpretation of these Terms and Conditions. Business practices shall not take precedence over any provisions of the law. Both parties assume the risk of a change in circumstances and thus are not entitled to claim a change in an obligation due to a material change in

7.6 Dispute resolution

    • New York law: Disputes shall be finally settled by arbitration under the Commercial Rules of the American Arbitration Association (AAA) by one arbitrator seated in New York.
    • English law: Disputes shall be finally settled by arbitration under the LCIA Rules by one arbitrator seated in London.
    • Czech law: Disputes shall be finally settled by arbitration before the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic, by three arbitrators under its Rules.
    • The prevailing party in any arbitration shall be entitled to reasonable costs and attorneys’ fees.

7.7 Either Party may terminate the Contractual Relationship upon material breach by the other Party that is not cured within thirty (30) days after written notice of such breach.

7.8 The present version of these Terms and Conditions takes effect on 10 October 2025.