Ping Network — License and Terms of Use Agreement

Company: Twilight Network Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at Quijano Chambers, P.O. Box 3159, Road Town, Tortola, 3159, British Virgin Islands (“Company”).

Customer: The individual or entity entering into this Agreement with Company as specified in the Order Form (“Customer”).

This License and Terms of Use Agreement (“Agreement”) governs the use of Company’s proxy and VPN infrastructure services. By executing an Order Form, accessing, or using the Services, Customer agrees to be bound by this Agreement.

For purposes of this Agreement:

1.1 “Services” means Company’s infrastructure-as-a-service (IaaS) offering, including but not limited to access to VPN routing, residential proxy networks, API endpoints, authentication credentials, related documentation, and administrative interfaces.

1.2 “Order Form” means the document executed between Company and Customer specifying fees, service configurations, and term.

1.3 “API Credentials” means the authentication keys or tokens provided by Company to enable access to the Services.

1.4 “Usage Data” means aggregated information relating to bandwidth consumed, requests processed, and country-level routing, collected solely for billing and operational purposes.

1.5 “End User” means any third party to whom Customer provides access to the Services under Customer’s account.

1.6 “Prohibited Activities” means activities listed in Section 6 of this Agreement.

2.1 License. Subject to compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Term solely for Customer’s internal business purposes.

2.2 No Transfer of Ownership. This Agreement does not convey to Customer any title or ownership interest in the Services, software, or related intellectual property.

2.3 Scope of Use. Use is limited to the quantities, geographic regions, and configurations specified in the Order Form.

3.1 VPN Routing. High-performance VPN nodes across multiple jurisdictions, with traffic tunneling and dynamic routing. Usage is measured in terabytes (TB).

3.2 Residential Proxies. Residential IP proxy services with request-based routing, country-level selection, IP rotation, and session management. Usage is measured in gigabytes (GB).

3.3 Prepaid Option. Customer may elect prepaid billing, whereby Services are consumed against a pre-funded balance until depleted.

3.4 Access Control. Services are provided via secure API Credentials. Customer must protect Credentials and assume responsibility for all use under its account.

4.1 Company will use commercially reasonable efforts to maintain Service availability, subject to scheduled and emergency maintenance.

4.2 Company does not guarantee uninterrupted or error-free operation and disclaims liability for downtime caused by third-party networks, force majeure, or factors outside Company’s reasonable control.

5.1 Company adheres to a strict zero-log policy: it does not log content, payloads, destination addresses, or user communications.

5.2 Company may retain Usage Data strictly necessary for billing, fraud prevention, and legal compliance, and such data shall be deleted once no longer required.

Customer shall not, and shall not permit End Users to:

6.1 Technical Restrictions:

• Reverse engineer, decompile, or attempt to derive source code;
• Modify, resell, sublicense, or distribute the Services;
• Incorporate the Services into third-party products without Company’s consent.

6.2 Prohibited Uses:

• Unlawful, fraudulent, or criminal activities (e.g., credit card fraud, cryptocurrency scams, phishing, hacking, distribution of malware, or digital piracy);
• Exploitation of minors, human trafficking, violence, harassment, or discriminatory conduct;
• Military, cyberwarfare, or weapons-related purposes;
• Collection or processing of personal data without legal basis or consent;
• Spamming, bulk emailing, or unsolicited advertising;
• Unauthorized access to networks, systems, or accounts of others.

6.3 Penalties. Each breach of this Section will result in an immediate penalty of EUR 5,000 per incident, in addition to indemnification of Company for damages and legal costs.

7.1 Customer shall enter into binding agreements with End Users ensuring compliance with these Terms.

7.2 Customer shall be responsible for all acts or omissions of End Users.

7.3 Customer shall procure and maintain necessary equipment, connectivity, and software for accessing the Services.

8.1 Fees are usage-based, invoiced monthly at the rates set forth in the Order Form.

8.2 Payment is due within seven (7) days of invoice date.

8.3 Late payments accrue 1.5% monthly interest or the maximum rate permitted by law.

8.4 Fees are exclusive of applicable taxes, which shall be invoiced in addition.

9.1 Both parties agree to maintain confidentiality of all proprietary information disclosed, and not to use it for purposes outside this Agreement.

9.2 Obligations survive for five (5) years post-disclosure, except for trade secrets which remain protected indefinitely.

10.1 Company retains all rights, title, and interest in the Services, software, infrastructure, and related IP.

10.2 Customer acquires no ownership except the limited license expressly granted herein.

11.1 The Agreement shall commence on the Effective Date for an initial term of twelve (12) months and automatically renew unless terminated with thirty (30) days’ written notice.

11.2 Either party may terminate for convenience with thirty (30) days’ notice.

11.3 Company may terminate immediately in case of:

• Non-payment;
• Breach of Section 6 (Prohibited Activities);
• Material breach of obligations.

12.1 Customer shall indemnify, defend, and hold harmless Company and its affiliates from any claims, damages, losses, and expenses (including attorney fees) arising out of:

• Customer’s or End Users’ use of the Services;
• Breach of this Agreement;
• Violation of applicable laws.

13.1 The Services are provided “AS IS” without warranties of any kind, express or implied.

13.2 Company disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

14.1 Company’s aggregate liability under this Agreement shall not exceed the total Fees paid by Customer in the twelve (12) months preceding the claim.

14.2 Company shall not be liable for indirect, incidental, consequential, or punitive damages.

15.1 Entire Agreement. This Agreement constitutes the complete understanding between the parties.

15.2 Assignment. Customer may not assign without prior written consent; Company may assign freely.

15.3 Notices. Notices shall be valid if delivered by email, DocuSign, or other reproducible form.

15.4 Governing Law. This Agreement is governed by the laws of the British Virgin Islands.

15.5 Jurisdiction. Exclusive jurisdiction lies with the courts of the British Virgin Islands.

This Agreement may be executed in counterparts, electronically, or via digital signature (including DocuSign), each of which shall be deemed valid and binding.