LAD: LateralAccessDevice

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ADDENDUM OF GENERAL TERMS

IPCopper reserves the right to change, modify and add to these terms without notice at any time, for any reason or no reason at all.

“Application(s)” refers to the LateralAccessDevice (also known as “LAD”) and Lateral Firewall computer program(s), application module(s), software or firmware and any other computer program(s), application module(s), software or firmware that IPCopper may provide to User.

“Information” refers to information on IPCopper’s websites, affiliated websites or websites related to IPCopper’s products and services or in any publications, whether published by IPCopper or a third party.

“IPCopper” refers to IPCopper, Inc., the licensor of the Application(s) and provider of Services. In these Licensing Terms “we,” “us” and “our” also refer to IPCopper.

“License” refers to a limited non-transferable software/firmware license granted by IPCopper to User to download, install and use the Application(s). The License allows User to download, install and use one copy of the Application(s) on a single hardware device (such as a computer). The download, installation and use of multiple copies of the Application(s) requires multiple Licenses, one for each instance of the Application(s).

“LPN” refers to Lateral Private Network, a private club.

“Parties” refers to IPCopper and User, collectively.

“Services” refers to any services provided by IPCopper related to, in conjunction with or associated with the Application(s), including but not limited to membership in a network of users of the Application(s) or Services.

“User” refers to you, the purchaser, user, downloader or installer of the Application(s) and user, consumer, purchaser or receiver of the Services. This includes users who have purchased a computer or similar hardware from a third party with the Application(s) already installed or who contract with a third party to build a computer and install the Application(s) or install the Application(s) on an existing computer. In these Licensing Terms “you” and “your” also refer to User.

MULTIPLE MEMBERSHIPS. IPCopper, in its sole discretion, may allow User to apply for and use multiple memberships, provided that all memberships are kept in good standing.

NETWORK ADMINISTRATION, MAINTENANCE, AUTHENTICATION, VALIDATION. User hereby expressly agrees to allow the relay of communication packets for LPN network administration, maintenance, authentication and validation purposes through User’s LAD or Lateral Firewall.

DISPUTE RESOLUTION. Notwithstanding anything written in this provision, the terms of this provision shall not nullify, negate, supersede or in any way modify any parts or provisions of the LPN Membership Agreement or Software/Firmware License and Licensing Terms. In the event of any conflict between this provision and any parts or provisions of the LPN Membership Agreement or Software/Firmware License and Licensing Terms, the LPN Membership Agreement and Software/Firmware License and Licensing Terms shall control. Notwithstanding anything written in this provision, this provision shall not grant any rights or authority to User to file litigation related to any disputes or claims arising out of User’s relationship with IPCopper or relating to LPN, LPN membership, Information, Application(s) and Services.

This provision is intended to encompass all disputes or claims arising out of User’s relationship with IPCopper or relating to LPN, LPN membership, Information, Application(s) and Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory. References to User and IPCopper include their respective subsidiaries, affiliates, predecessors in interest, successors and assigns.

Before taking any legal action, User agrees to first contact IPCopper in writing and provide a description of the dispute, all relevant documents and evidence, User’s legal identity, User’s membership identification and User’s proposed resolution. All communications, documents and evidence must be provided in English. If IPCopper is unable to resolve User’s dispute within six months from IPCopper’s full receipt of User’s notice, which must include all supporting documentation and evidence, User may then elect to proceed with formal legal action. Parties agree that any claims valued at $10,000 or less shall be brought in small claims court in Multnomah County, Oregon.

Parties waive the right to any class action proceedings and agree that any legal action shall be adjudicated on an individual basis and not a consolidated, class-wide or representative basis. Parties further agree that the court may not consolidate proceedings or more than one person’s claims, and may not preside over any form of a representative or class proceeding. If the preclusion of consolidated, class-wide or representative proceedings is found to be unenforceable, such finding shall not invalidate the remaining terms.

Parties hereby expressly agree that no claims may be brought by either party after one year from the date on which the party claiming injury gained control of or acquired documents, information or evidence that should have reasonably led to the discovery of the existence of a claim. Parties agree that any relevant statutes of limitation shall be tolled until such time.

BREACH OF CONTRACT BY IPCOPPER. User hereby agrees that the limitations of liability in the event of a breach of these terms by IPCopper, whether actual or claimed, are reasonable and necessary and acknowledges that without this limitation LPN, LPN membership, Information, Application(s) and Services would not be available at all or only available at a significantly higher price.

IN THE EVENT USER SUFFERS ANY DAMAGES AS A RESULT OF IPCOPPER’S BREACH OF CONTRACT, BREACH OF WARRANTY OR NEGLIGENCE USER AGREES TO ACCEPT A REFUND OF ANY MONIES PAID TO IPCOPPER IN THE PRIOR THREE MONTHS FOR THE LICENSE, APPLICATION(S), INFORMATION, LPN MEMBERSHIP OR SERVICES, BUT NOT TO EXCEED US $100.00 (ONE HUNDRED US DOLLARS), AS FULL AND FINAL SATISFACTION OF ANY SUCH DAMAGES. IF WITHIN THE PRIOR THREE MONTHS USER HAS NOT PAID FOR LPN MEMBERSHIP, THE USE, INSTALLATION AND/OR DOWNLOAD OF THE APPLICATION(S) , INFORMATION OR SERVICES, IPCOPPER’S LIABILITY FOR ANY DAMAGES WHATSOEVER RELATED TO THESE TERMS, THE LPN, LPN MEMBERSHIP, THE USE, INSTALLATION AND/OR DOWNLOAD OF THE APPLICATION(S), SERVICES OR INFORMATION SHALL BE US $1.00 (ONE US DOLLAR).

As part of any claim for breach of contract by IPCopper, User shall furnish IPCopper uncontrovertible evidence that User paid IPCopper for LPN membership, the License, Application(s), Information or Services and when such payment(s) occurred, specifically including the amount of the payment, date of the payment, User’s legal name and record of receipt and acceptance of the funds by IPCopper. Notwithstanding anything contained within these Terms and in addition to any remedies provided by law or these Terms, User hereby agrees that any legal action brought by User shall be dismissed with prejudice with attorney fees and costs awarded to IPCopper if User fails to provide clear and convincing evidence of all payments from User to IPCopper, that User was the legal membership holder, that User was the party that paid the funds to IPCopper and that IPCopper was aware that User was the legal party who delivered the payment(s).

User agrees that if he or she hides or obscures User’s identity when making any payments, intentionally or unintentionally, User forfeits any right to bring legal action under this provision.

NO CONTINUOUS DUTY. Notwithstanding anything to the contrary, IPCopper has no continuous duty to User or to anyone to provide LPN, LPN membership, License(s), Application(s), Information or Services, even if IPCopper provided such LPN, LPN membership, License(s), Application(s), Information or Services previously.

MEMBERSHIPS, LICENSES NOT TRANSFERABLE. Memberships, Licenses, accounts and any associated legal rights or claims shall not be transferable nor inheritable without the express written agreement of IPCopper.

DISPARAGEMENT, DEFAMATION. IPCopper reserves the right to terminate the License and LPN membership and any other agreements with User immediately and without notice in the event User disparages, defames, “bad mouths” or otherwise acts with malice or hostility towards LPN, LPN Membership, Applications, Services, Information or IPCopper. Termination of the License and LPN membership under this provision shall also result in termination of the Services, if any.

FRIVOLOUS, MALICIOUS CLAIMS OR CLAIMS BROUGHT FOR IMPROPER PURPOSE. Notwithstanding anything in these Terms, User expressly agrees not file any frivolous or malicious claims or claims for an improper purpose. IPCopper reserves the right to bring legal action, either under the laws of the State of Oregon or under federal law, at its sole discretion, to recover damages for any claims User prosecutes in a court of law that are deemed frivolous, brought for an improper purpose or malicious.

Should User prosecute legal claims and IPCopper prevail on some or all of said claims, IPCopper shall have two years from the date IPCopper prevails on said claims to bring an action, either under the laws of the State of Oregon or under federal law, at its sole discretion, to recover damages for any claims User prosecutes in a court of law that could be deemed frivolous, brought for an improper purpose or malicious. Should IPCopper prevail on any claims for frivolous or malicious prosecution or for bringing a legal action for an improper purpose, IPCopper shall be entitled to a judgement for actual attorney fees, but not less than reasonable attorney fees, and court costs for both the entirety of the original action and the action for frivolous or malicious prosecution or for bringing a legal action for improper purpose, in addition to damages for lost profits, loss of goodwill, loss of prospective profits, lost employee time and lost opportunities. Any persons named as individual defendants in the original action deemed frivolous, brought for an improper purpose or malicious shall be entitled to separate judgements to compensate for their individual attorney fees and court costs, lost profits, lost opportunities and lost time.

USER MEMBERSHIP ID AND PASSWORD. User is solely responsible for retaining and maintaining the security of User’s membership ID and password. User understands that IPCopper would not be able to provide any membership ID or password recovery assistance in the event User loses User’s membership ID and / or password.

IPCopper will deem any person supplying the correct membership ID and password combination to be a valid, authorized user of the membership and its associated Application(s), Information and Services. Providing the correct membership ID and password are the only way for User to validate that they are the authorized user for the membership and its associated License(s), Application(s), Information and Services. User expressly understands and agrees that User takes full responsibility for any actions taken by any person or persons using User’s correct membership ID and password to access User’s membership and its associated Application(s), Information and Services. User expressly agrees that IPCopper is not required to and will not undertake to verify the legal identity of any person using the correct membership ID and password and understands that there is no legal requirement for IPCopper to do so. Even if IPCopper personnel notice or should have noticed a discrepancy or anything that could have led to IPCopper becoming aware that a person other than User is using User’s membership ID and password, IPCopper shall not be obligated to verify the identity of the person or persons using them.

SUPPORT. User understands that IPCopper may or may not provide technical and other membership support. In the event IPCopper provides technical, information and/or other membership support, it will be provided via an internal messaging system on an “as is” and “where is” basis and shall be covered by these Terms. In order for User to obtain such support User must provide the correct membership ID and password to access the internal messaging system and establish that User is the authorized user.

FALSE, INTENTIONALLY INACCURATE OR MISLEADING INFORMATION. User hereby expressly agrees not to provide false, intentionally inaccurate or misleading information to IPCopper and further agrees that providing false, intentionally inaccurate or misleading information shall constitute a breach of these Terms. Failure to immediately act under this provision shall not prejudice IPCopper’s right to take action under this provision at any time and IPCopper may terminate User’s License, LPN membership and/or access to LPN, Application(s), Information and Services under this provision at any time, irrespective of the time of discovery of the breach. IPCopper shall have no duty to verify or take any steps to verify the accuracy and veracity of any information User provides to IPCopper. If IPCopper discovers that User has provided false, intentionally inaccurate or misleading information, IPCopper shall have six years from the date of such discovery to exercise whichever remedies are afforded to IPCopper under these Terms or in law, including but not limited to terminating User’s License, LPN membership and/or access to LPN, Information, Application(s) and Services or other actions deemed appropriate by IPCopper. In any dispute over the timing of any such discovery, the burden of proof as to when IPCopper actually made any such discovery shall rest exclusively with User by clear and convincing evidence that User informed IPCopper that User provided false, intentionally inaccurate or misleading information to IPCopper.