ACCELR/8 END-USER LICENSE AGREEMENT

Version 1.0, June 1, 2017

INTRODUCTION

You acknowledge that You have read, understand, and agree that You and Your Organization are bound by the terms and conditions of this end-user license agreement (the “End-User License Agreement” or “EULA”) and are entering into this End-User License Agreement with Avenue4 LLC. If You continue to use the Application after receiving this EULA, You and Your Organization are accepting its terms and conditions.   “You” means the individual person, acting on behalf of the organization designated during the signup process (“Your Organization”), that will use the Application for Your Organization.

1.   YOUR USE RIGHTS

(a)      For purposes of this EULA, the “Platform” means the ACCELR/8 trading platform by Avenue4 LLC (“Avenue4”), including the software, methods, procedures, processes and services embodied in, or made available with, the ACCELR/8 trading platform and all modifications or derivative works thereof.   The ACCELR/8 trading platform is Avenue4’s propriety software-based system generally used to buy and sell IPv4 numbers.  It consists of web applications, mobile applications, documentation, methods, procedures and other material.    Such materials may also include computer program(s) and code, images, videos, audio recordings, templates, symbols, text, printed materials, and "online" or electronic documentation.

(b)    The “Application” means the Platform features, functions, and related services and material made available to end users via (i) the web application located at www.Accelr8trading.com or (ii) the ACCELR/8-branded Apple iOS and Android mobile applications.   The Application includes all materials provided or made available by Avenue4 to You in connection with the use of the Application or operation of the Platform.

(c)    Under Avenue4’s intellectual property rights, You may, on a non-exclusive basis, use the Application solely for the purpose of buying or selling IPv4 numbers (i) subject to the terms, conditions, pricing, and other limitations in this EULA, and the Trading Platform Agreement, and (ii) in accordance with the documentation, procedures, instructions and other limitations made available to You either in writing by Avenue4 or when using the Application.  The “Trading Platform Agreement” or “TPA” is the agreement by and between You and Avenue4 that governs the order, transfer and Transaction execution and closing processes via the Platform.  After Your Account has been approved by Avenue4, the Trading Platform Agreement will be presented to You for acceptance upon placing Your first order to buy or sell, as applicable, IPv4 numbers.

(d)     You may access the web-version of the Application on any number of PCs, tablets or other mobile devices in support of Your use of the Application.  You may also download and install the Android and iOS versions of the Application on Android and Apple devices supported by the Application.

(e)  Many of the features and functions of the Application are only available to users with accounts approved, in Avenue4’s discretion, as part of the sign-up process (each, an “Account”).

(f)    The term of this EULA begins the earlier of the date You accept it by either clicking “agree” during the sign-up process, or by signing, dating and then delivering the EULA to Avenue4.  Your right to use the Application ends the earlier of (i) written notice to You of Avenue4’s termination of this EULA or (ii) the date that Your Account is terminated or deactivated by Avenue4 in accordance with this EULA or the Trading Platform Agreement.

(g)   If any third party asserts a claim or demand against You or Your Organization alleging that Your use of Application infringes or misappropriates such third party’s intellectual property rights, You must immediately notify Avenue4 and cease Your use of the Application until further written notice from Avenue4.

2.     RESTRICTIONS ON YOUR USE

Neither You nor Your Organization will directly or indirectly engage in any of the following conduct (“Prohibited Conduct”):

(i)               Install, use, distribute or copy the Application, except as expressly permitted in this EULA;

(ii)              Attempt to defeat any use restriction incorporated into the Application, or translate, reverse engineer, decompile, or disassemble the Application or any portion thereof;

(iii)            Sell, transfer, rent, lease, redistribute, or assign the Application;

(iv)            Modify the Application, merge the Application as part of any other product or collection of products, or create a derivative work derived from the Application or any component thereof;

(v)             Use the Application, or any of its components, to create any product that competes with the Application or any of its components;

(vi)            Develop, use or distribute any program interfaces to the Application;

(vii)           Transfer or sublicense the Application or any right under this EULA or the EULA to someone else;

(viii)         Distribute any copies of the Application (including screenshots) or any material made available to You in connection with the Application with any third parties;

(ix)            Share this Application or Your Account with any other individual or organization; this restriction also prohibits disclosure of Your username and password to any other person or entity;

(x)             Use the mobile versions of the Application on any device You do not own or control;

(xi)            Use the iOS mobile version of the Application in violation of the Usage Rules in the App Store Terms of Service made available by Apple; or

(xii)           Authorize, facilitate or permit any other party to engage in any of the conduct prohibited in (i) – (xii) above or otherwise violate this EULA.

3.   USER-PROVIDED RESOURCES

You understand that You are responsible for obtaining, installing, maintaining and using all hardware, software (including a fully updated Internet browser), and network services necessary for You to access and use the Application.  You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and You hereby expressly assume such risks.

4.   UNAUTHORIZED ACCESS

If You believe someone may attempt to use or has used the Application via your Account without Your permission or that any other unauthorized use or security breach has occurred, You agree to immediately notify us at info@avenue4llc.com or 202-741-9525.

5.    NO LICENSING FEES

Avenue4 does not charge a license fee to access and use the Application.  However, Avenue4 does charge a commission payable by the seller on each closed Transaction.  The commission rate will not exceed 10% of the purchase price.  The actual commission percentage will vary based on the quantity of IPv4 numbers in the seller’s inventory as registered in its Account.

Avenue4’s standard commission is referenced in the TPA.  If You are a seller, the specific Avenue4 commission applicable to You will appear in Your account profile.

You understand and agree that Aveneu4’s commission does not cover registration transfer fees, professional services, third-party escrow services, or any other third-party fees incurred by You in connection with Avenue4’s rendering of the services or the closing of Transactions.  The typical fees required of buyers and sellers to close Transactions are disclosed in the Trading Platform Agreement.

6.   IPv4 TRADING POLICIES AND PROCEDURES

Prior to placing Your first order in the Platform on behalf of Your Organization, You will be required to sign the Trading Platform Agreement on behalf of Your Organization.  The TPA sets forth the trading policies and procedures applicable to Your use of the Application.  If You are a buyer and indicated Your Organization’s purchase requirements as part of the sign-up process, You will be asked to acknowledge and agree to the TPA as part of the sign-up process.  Including purchase requirements as part of the sign-up process is optional.

7.      TERMINATION

Upon prior written notice to You, Avenue4 may deactivate or suspend Your Account, or terminate this EULA if You fail to comply with any EULA terms or conditions or the TPA.   Upon the expiration or earlier termination of this EULA or TPA or deactivation of Your Account, You and Your Organization shall have no right to make any further use of the Application, and You must destroy all copies of the Application received, downloaded (including deleting the mobile versions of the Application), made, or used by or through You in connection with this EULA.

8.      OWNERSHIP

(a)             Aveneu4 shall possess and own all of the intellectual property rights in and to the Platform and Application, including any copies, modifications, enhancements, and derivative works of the Platform or Application.  Avenue4 and its licensors also own and retain all other right, title, and interest in and to the Application, Platform and any copies, modifications, enhancements, and derivative works thereof.

(b)             The source code of the Application and all information regarding the design, structure, or internal operation of the Application and Platform are valuable trade secrets of Avenue4 or its licensors ("Proprietary Information").  Should You gain access to Proprietary Information, You shall not sell, transfer, publish, disclose, display, or otherwise permit access by any third party to the Proprietary Information.

(c)             You shall not remove any copyright or other proprietary notice contained in or displayed on or in the performance of the Application.  Each copy You make of the Application must contain or display the same copyright and proprietary notices contained in or displayed on the provided or downloaded Application.

(d)             Except for the limited and conditional right to use the Application in accordance with this EULA, the TPA and associated ACCELR/8 documentation, You receive no rights, title or interest of any kind in or to the Application or Platform; all such right, title and interest are exclusively held and retained by Avenue4 or its licensors.

9.    DISCLAIMER OF WARRANTIES

(a)             THE PROVISIONS OF THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

(b)             THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND.  AVENUE4 DOES NOT WARRANT THAT THE APPLICATION OR THE PLATFORM, OR THE QUALITY OF ANY SERVICES OR INFORMATION PROVIDED AS PART OF THE APPLICATION OR PLATFORM, WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS OR THAT THE OPERATION OF THE APPLICATION OR PLATFORM OR YOUR ACCESS TO EITHER WILL BE UNINTERRUPTED OR ERROR FREE.  AVENUE4 IS NOT RESPONSIBLE FOR THE ACTIONS OR INACTIONS OF OTHER USERS OR THIRD PARTIES WITH WHOM YOU ENGAGE THROUGH THE APPLICATION, INCLUDING ANY INTERNET SECURITY THREATS OR VULNERABILITIES, FAILURES OF HARDWARE OR SOFTWARE PROVIDED BY OR FOR YOU OR YOUR ORGANIZATION, OR NETWORK CONNECTIVITY ERRORS, INTERRUPTIONS OR DELAYS.  FURTHERMORE, AVENUE4 DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AVENUE4, ITS AGENTS, OFFICERS, PRINCIPALS OR EMPLOYEES SHALL CREATE A WARRANTY AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE AS A BASIS FOR CONSTRUING A RIGHT OR OBLIGATION BEYOND THOSE SET FORTH IN THIS EULA.

10.   LIMITATION OF LIABILITY

EXCLUDING AVENUE4’S FRAUD OR WILLFUL MISCONDUCT, NEITHER AVENUE4 NOR ITS AFFILIATES, NOR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS SHALL BE LIABLE TO YOU OR YOUR ORGANIZATION OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES IN EXCESS OF THE AVENUE4 FEES ACTUALLY PAID TO AVENUE4 FOR THE TRANSACTION TO WHICH THE CLAIM RELATES.

EXCLUDING AVENUE4’S FRAUD OR WILLFUL MISCONDUCT, NEITHER AVENUE4 NOR ITS AFFILIATES, NOR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS SHALL BE LIABLE TO YOU, YOUR ORGANIZATION OR ANY OTHER PERSON OR ENTITY FOR (I) ANY LOSSES OR OTHER DAMAGES ARISING OUT OF (a) YOUR INABILITY TO ACCESS  OR USE THE APPLICATION, OR  (b) DELAYS IN YOUR ABILITY TO ACCESS OR USE THE APPLICATION (INCLUDING  APPLICATION OUTAGES OR LATENCY),  OR (II) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CHARACTERIZED OR HOWEVER ARISING (INCLUDING ANY CLAIMED DAMAGES FROM BUSINESS INTERRUPTION, LOSS IN VALUE, LOSS OF GOODWILL, OR LOSS, INTERRUPTION, OR FAILURE OF, OR DAMAGE TO, DATA OR COMPUTER SYSTEMS).  THE FOREGOING SHALL APPLY EVEN IF AVENUE4 HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

NEITHER AVENUE4 NOR ITS AFFILIATES, NOR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS WILL BE LIABLE TO YOU, YOUR ORGANIZATION OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH AVENUE4 DOES NOT HAVE DIRECT CONTROL. THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET), PERIODS OF APPLICATION UNAVAILABILITY, UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY, ACTION OF GOVERNMENT OR OTHER CAUSES SIMILAR TO THE FOREGOING.

EXCLUDING YOUR OR YOUR ORGANIZATION’S FRAUD OR WILLFUL MISCONDUCT AND EXCLUDING LIABILITY ARISING OUT OF YOUR HOLD HARMLESS AND INDEMNIFICATION OBLIGATIONS IN THIS EULA OR THE TPA, NEITHER YOU NOR YOUR ORGANIZATION, NOR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS SHALL BE LIABLE TO AVENUE4 FOR DAMAGES IN EXCESS OF THE GREATER OF (A) THE TOTAL VALUE OF TRANSACTIONS ENTERED BY YOU (WHETHER OR NOT SUCH TRANSACTIONS CLOSE) OR (B) $250,000.

THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.  COLLECTION AND USE OF INFORMATION BY AVENUE4

In connection with Your use of the Application and participation in any potential or actual Transactions, Avenue4 collects information from You and then uses that information in connection with the operation of the Application and Platform, and to deliver services to You and other users.  Our collection and use of such information is governed by our Privacy Policy, which is available at  http://avenue4llc.com/accelr8-privacy-policy/ (the “Privacy Policy”).  The Privacy Policy is hereby incorporated into this EULA by this reference.

12.   INDEMNIFICATION

You and Your Organization will indemnify and hold harmless Avenue4 and its affiliates and their respective principals, shareholders, directors, officers, employees, contractors, agents, and licensors from any and all losses and liabilities arising from (a) any Prohibited Conduct committed by or for You or Your Organization, (b) You or Your Organization’s violation of any state, federal, local laws or any other statutes, directives or regulations, (c) Your or Your Organization’s breach of Section 22 (Compliance with Laws) or (d) any third-party claims arising out of Your or Your Organization’s acts or omissions in connection with any of Your orders or Transactions in or related to the Application or Platform.

13.   DISPUTES

Any dispute or claim relating in any way to Your use of this Application will be resolved by binding arbitration, rather than in court, except that (i) You may assert claims in small claims court if Your claims qualify; and (ii) Avenue4 shall have the right to seek injunctive relief and the enforcement of judgments in any court of competent jurisdiction. The Federal Arbitration Act and federal arbitration law apply to this EULA.

To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to Avenue4 at 2001 L Street NW, Suite 900, Washington DC 20036. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879.  Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in New York, New York or another jurisdiction agreed to by the parties.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

The prevailing party in any action to enforce or interpret this EULA shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing party.

14.   THIRD PARTY CONTENT

The Platform includes general news and information, interactive tools, research reports, and links to IP number assessment tools.   Some of this content is supplied by companies that are not affiliated with Avenue4 (“Third-Party Content”).  Such Third-Party Content is protected by copyright pursuant to United States laws and international treaties and is owned or licensed by the Third-Party Content provider(s) credited.  Avenue4 has not been involved in the preparation, adoption of editing of the Third-Party Content and does not explicitly or implicitly endorse or approve such content.   The Third-Party Content providers do not implicitly or explicitly endorse or approve the Third-Party Content.

While Avenue4 makes every attempt to provide accurate and timely information to serve the needs of users, Avenue4 does not guarantee its accuracy, timeliness, completeness, usefulness, and is not responsible or liable for any such content, including any advertising, products, or other materials on or available from third-party sites.  Third-Party Content is provided for information purposes only on an “as is” basis, and Avenue4 specifically disclaims any responsibility for Third Party Content available on its site.  You will use Third-Party Content at Your own risk.

15.   DATA LOSS MITIGATION

In the event of an Application failure or interruption, Your data may be lost.  When the Application recovers or Your access is restored, You are responsible for verifying any transaction(s) that You initiated, were in the process of completing, or completed shortly before an Application failure or interruption.  Although Avenue4 performs routine backups and the Platform restores on a reasonable efforts basis, You understand and agree that neither the Application nor the Platform provides real-time data back-up and recovery services, and we do not guarantee that our back-ups and recovery efforts will restore or recover any data lost or corrupted as the result of an Application or Platform error, delay or interruption event.

16.   ADDITIONAL MOBILE APPLICATION TERMS

(a)             You understand and agree that services provided through a mobile device may not be encrypted and may include personal or confidential information about You such as Your Account activity or status, which means such information may be intercepted by third parties unless You take appropriate precautions to secure Your mobile device and the data on it.

(b)             Not all of the functionality described via the web application and the Trading Platform Agreement are available when you use the mobile device. Therefore, You may not be able to use all the functionality described when You access or try to access them using a mobile device.  Information available via the Mobile Application may differ from the information that is available directly through the web application.  Information available directly through the Website may not be available via the Mobile Application, may be described using different terminology, or may be more current than information available via the Mobile Application.

(c)             iOS and Android mobile versions of the Application are made available to You for Your use pursuant to this EULA and subject to the App Store and Google Play terms and conditions, as applicable.  This EULA is, however, between You (and Your Organization), and Avenue4 -- not with Apple or Google.  Avenue4 is solely responsible for the Application, including providing maintenance and support for the Application. For the avoidance of doubt, neither Apple nor Google have any obligations to provide warranties, or maintenance or support services in relation to the Application. Neither Apple nor Google makes any representations and warranties related to the Application.

(d)               You further acknowledge and agree as follows:

(i)             In the event of any defects or errors in the Application, neither Apple nor Google will have responsibility for any claims, losses, liabilities, damages, costs or expenses attributable to any such defects or errors.

(ii)           Neither Apple nor Google are responsible for addressing any claims by You, Your Organization or any third party relating to the Application or Your possession and/or use of the Application, including, but not limited to: (A) product liability claims; (B) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection or similar legislation.

(iii)          In the event of any third-party claim that Your use or possession of the Application infringes such party’s intellectual property rights, neither Apple nor Google will have any responsibility or liability for investigating, defending, settling or discharging any such intellectual property infringement claim.

17.    GOVERNING LAW

This EULA shall be governed by and construed exclusively in accordance with the laws of the State of New York, excluding its choice of law rules, except to the extent that the laws and regulations of the United States of America may control any aspect of this EULA.

18.    SEVERABILITY

If any provision of this EULA is declared by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the EULA and the other provisions shall remain in full force and effect.

19.    NO WAIVER

Any waiver by Avenue4 of any violation of this EULA shall not constitute, nor contribute to, a waiver by Avenue4 of any other or future violation of the same provision, or any other provision, of this EULA.

20.    THIRD-PARTY BENEFICIARIES

With the exception of Apple with respect to claims arising out of or related to the iOS mobile version of the Application, no third party (including but not limited to Your customers, clients, or users) shall have any right, either against Avenue4 or its licensors, as a third-party beneficiary of any right, license, product, or service granted or provided hereunder to You.  With respect to claims arising out of or related to the iOS mobile version of the Application, Apple and Apple’s subsidiaries are third-party beneficiaries of this EULA; and upon Your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against You or Your Organization as a third-party beneficiary.

21.   ASSIGNMENT

This EULA may be freely assigned or delegated by Avenue4, in whole or in part.  This EULA is personal to You, and You agrees not to assign or delegate, in whole or in part, this EULA, or any EULA right or obligation.  Any assignment in violation of the forgoing restrictions shall be considered null and void.  Regarding compliance with this EULA, any act or omission of a person or entity that gains access to or uses the Application from or through You shall be construed as an act or omission by You.

22.    COMPLIANCE WITH LAWS

Your use of the Application shall comply with all applicable laws and regulations.  Without limiting the foregoing, You understand and acknowledges that the Application is subject to the export control laws and regulations of the United States and other applicable jurisdictions.  You agree that You will not export or re-export the Application in violation of such laws or regulations.  You also represent and warrant that (i) neither You nor Your Organization are located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) neither You nor Your Organization are listed on any U.S. Government list of prohibited or restricted parties.

23.    MODIFICATION OF PLATFORM

Unless otherwise agreed, Avenue4 may modify the Platform at any time without prior notice to You, and You accept those modifications if You continue to use the Platform.

24.    INTERPRETATION

The headings contained in this EULA are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  The terms defined in this EULA include the plural as well as the singular. Unless otherwise specifically and expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision. The words “include” and “including” shall not be construed as terms of limitation, and shall mean “including, but not limited to.” The word “or” shall mean “and/or” unless the context requires otherwise. The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year.

25.    NOTICES

You agree that all notices or other communications we may be required to give you may be sent to you electronically to the electronic mailbox stated in your Account.

26.   ENTIRE AGREEMENT

This EULA forms the entire agreement regarding the subject matter set forth herein, superseding any other agreement or discussions, oral or written, and may not be changed except as designated, or otherwise agreed to in writing, by Avenue4.

27.    OUR CONTACT INFORMATION

If you have any question, complaints or claims, please contact Avenue4 LLC by email at info@Avenue4LLC.com or by phone at (202) 741-9525.  Our mailing address is 2001 L Street, NW, Ninth Floor, Washington, DC 20036.

x