These Terms of Service (“TOS”) set forth the terms and conditions applicable to your use of reports.ipwe.com and other services offered by IPwe, Inc. or its affiliates (“IPwe,” “we,” “us,” or “our”), described further below and collectively referred to as the “Services.” Your use of the Services constitutes your agreement to comply with the TOS.

1. Nature of Services

IPwe is not a law firm and its employees are not lawyers, tax or financial advisors.  IPwe is providing strategic advisory business services and not legal, tax or financial services.  You will not rely on IPwe for any legal, tax or financial advice.  You understand that IPwe relies heavily on Artificial Intelligence systems and public and private data sourced from various providers, both of which may produce less reliable results than human augmentation or may contain errors, in providing the Services.

2. Terms of Service

The Services are subject to these TOS and all applicable laws, rules, and regulations.  We invite you to read these TOS carefully and contact us with any questions you may have regarding the Services that we offer. We may modify the TOS from time to time.  To ensure that you are always aware of the terms applicable to your use of the Services, we will update the document from time to time to reflect any changes in our business practices.  We may also make changes as required by applicable law.  Where practicable, we will notify you by e-mail of any material change.  However, we encourage you to review the TOS periodically to be informed of the current terms applicable to your use of the Services. You can review the most current version of these TOS on reports.ipwe.com/terms-of-service.

3. Rights in the Services

No license to use or reproduce any logo or trademark included on the Services is granted to you by these TOS or otherwise.  The trademarks, logos, service marks, and business names displayed on the Services are protected, whether or not they are registered.  Any unauthorized use of content or information posted on or through the Services and any unauthorized reproduction, retransmission, or other use of any part of the Services may infringe our copyrights, trademarks, privacy, publicity, or other rights. To the extent technically possible, and without prejudice to the generality of other clauses in these TOS, you are explicitly prohibited to:

• modify, adapt, disassemble, decompile, translate or reverse engineer the Services or any content contained therein; or
• impact the Services in any manner that could damage, disable, overburden, or impair the Services, IPwe, or any other person or entity.

You expressly agree that you will not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Services without our prior written consent.  You agree not to bypass any measures we may use to prevent or restrict access to the Services.

4. Delivery of Services and Payment

The obligation of IPwe to deliver the Services is subject in all cases to IPwe’s receipt of payment which will be deemed earned upon receipt. No work will be commenced until the payment in full for the Services is received.

5. Limitation on Liability and Disclaimers

ALL PROVISIONS SET OUT BELOW IN THIS SECTION 3 WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.   THE SERVICES, INCLUDING ALL CONTENT THEREIN, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  IPWE DOES NOT WARRANT THAT THE SERVICES OR SERVICES’ CONTENT OR THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.  YOU AND IPWE EXPRESSLY WAIVE ANY AND ALL CLAIMS FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST OPPORTUNITY OR ANY SIMILAR CLAIMS.  IN NO EVENT MAY THE LIABILITY OF IPWE FOR ANY AND ALL CLAIMS OR LOSSES OF ANY NATURE OR TYPE WHATSOVER EVER EXCEED THE FEES PAID TO IPWE FOR THE SERVICES.

6. Indemnity

To the fullest extent permissible pursuant to applicable law, you agree that you will defend, indemnify and hold harmless IPwe and its employees, agents, affiliates and advisors for any and all claims or losses relating to the Services arising by or through you or any other third-party, including without limitation: (i) your violation of any provision contained in the TOS; (ii) your violation of any third-party right, including without limitation any copyright, intellectual property, or privacy right, and/or (iii) violations of any and all applicable laws, rules or regulations from any jurisdiction; provided, however, that you will not be obligated to indemnify IPwe for any claim or loss that arises primarily from IPwe’s gross negligence in providing the Services.

7. Termination

IPwe reserves the right, at any time and in its sole discretion, to discontinue offering the Services in whole or in part and/or to restrict the offering of the Services to certain geographical regions, persons, or other predefined categories.  In each event, even in case of discontinuance, Sections 5 (Limitation on Liability and Disclaimers), 6 (Indemnity), 8 (Disputes; Choice of Law; Third Party Beneficiaries) and 9 (General) will survive.

8. Disputes; Choice of Law; Third Party Beneficiaries

Any and all disputes relating in any way to the TOS, shall be exclusively governed by the laws of the State of Delaware (without regard to any conflict of law provisions) and shall be resolved exclusively by a Federal or State court located in Delaware, and you hereby consent to such jurisdiction and venue to the extent permitted by applicable law.  The court will grant the prevailing party their reasonable fees and expenses of counsel.  There are no third-party beneficiaries under the Services and the Services are provided exclusively for your benefit.

9. General

If any provision of the TOS (or part of such provision) is found to be invalid or unenforceable by any court having competent jurisdiction, then that provision (or part of that provision) shall be deemed severable from the TOS and shall not affect the validity and enforceability of any remaining provisions — that invalid or unenforceable (part of the) clause will be replaced by a valid and/or enforceable, as the case may be, (part of the) clause which is as close to the original intention of the parties as possible.  The failure of IPwe to insist upon or enforce any of the provisions of these TOS, or to exercise any rights or remedies under these TOS, will not be construed as a waiver of IPwe’s right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and remain in full force and effect.  These TOS constitute the entire agreement between you and IPwe with respect to the offering of our Services to you.