Last Updated: April 14, 2025
Ping Network — Terms of Use
PLEASE READ THESE TERMS OF USE CAREFULLY.
This Terms of Use agreement (the "Terms") is a legally binding contract between you ("you" or the "User") and Twilight Network Limited, a company incorporated under the laws of the British Virgin Islands (operating under the trademark "Ping Network") ("Company", "we", or "us"). These Terms govern your access to and use of the Ping Network software, platform, and related services (collectively, the "Service"). By downloading, installing, or using the Service (including participating in the bandwidth sharing network), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any of these Terms, you must not use or access the Service.
1. Acceptance of Terms
1.1 Agreement to Terms: By creating an account, installing our software, or otherwise using the Service, you signify your acceptance of and agreement to these Terms (including any policies or guidelines incorporated by reference, such as our Privacy Policy). Use of the Service implies acceptance of these Terms. If you do not have the legal authority to accept these Terms or do not agree to every provision, you must not use the Service.
1.2 Updates to Terms: The Company may modify or update these Terms from time to time in its sole discretion. We will post the latest version of the Terms on our website (with a new “Last Updated” date). If a revision is material, we may provide additional notice (e.g. via email or a notification through the Service). Your continued use of the Service after updated Terms are posted constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.
1.2 Updates to Terms: The Company may modify or update these Terms from time to time in its sole discretion. We will post the latest version of the Terms on our website (with a new “Last Updated” date). If a revision is material, we may provide additional notice (e.g. via email or a notification through the Service). Your continued use of the Service after updated Terms are posted constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.
2. Eligibility
2.1 Minimum Age: You must be at least eighteen (18) years old (or the age of legal majority in your jurisdiction, if higher) to create an account or use the Service. Minors are not permitted to use the Service. By accepting these Terms, you represent and warrant that you are of legal age to form a binding contract with us.
2.2 Restricted Persons and Locations: The Service may not be used by any person or entity: (a) located in, under the control of, or a resident of any country or region subject to comprehensive economic sanctions or embargoes (including, for example, countries sanctioned by the U.S. Office of Foreign Assets Control, the United Nations, or the BVI); (b) identified on any sanctions or denied-party list issued by the BVI, U.S., EU, or other applicable governments; or (c) otherwise prohibited by law from using the Service. You represent that you are not such a person or entity and that you will not allow any sanctioned party to access the Service through your account or connection.
2.3 Legal Compliance: You may only use the Service if it is legal in your jurisdiction to do so. It is your responsibility to ensure that your access to or use of the Service is not prohibited by any law, regulation, or contractual obligation (such as your Internet Service Provider’s terms of service). The Company reserves the right to refuse access to the Service (or terminate accounts) in its sole discretion where use would be unlawful or otherwise violate these Terms.
2.2 Restricted Persons and Locations: The Service may not be used by any person or entity: (a) located in, under the control of, or a resident of any country or region subject to comprehensive economic sanctions or embargoes (including, for example, countries sanctioned by the U.S. Office of Foreign Assets Control, the United Nations, or the BVI); (b) identified on any sanctions or denied-party list issued by the BVI, U.S., EU, or other applicable governments; or (c) otherwise prohibited by law from using the Service. You represent that you are not such a person or entity and that you will not allow any sanctioned party to access the Service through your account or connection.
2.3 Legal Compliance: You may only use the Service if it is legal in your jurisdiction to do so. It is your responsibility to ensure that your access to or use of the Service is not prohibited by any law, regulation, or contractual obligation (such as your Internet Service Provider’s terms of service). The Company reserves the right to refuse access to the Service (or terminate accounts) in its sole discretion where use would be unlawful or otherwise violate these Terms.
3. Account Registration and Security
3.1 Account Creation: To access certain features of the Service (including earning compensation for bandwidth sharing), you must register for a user account. When creating an account, you agree to provide truthful, current, and complete information as requested (including a valid email address and any other information we may require for verification or payout purposes). You agree to keep your account information updated and accurate at all times.
3.2 Account Credentials: You are responsible for maintaining the confidentiality and security of your account login credentials (username, password, and any two-factor authentication tools). You are solely responsible for all activities that occur under your account. You must not share your account credentials with anyone or allow others to use your account. If you suspect any unauthorized access to or use of your account, you must immediately notify the Company and change your password.
3.3 Single Account: Unless expressly permitted by the Company in writing, you agree to register and use no more than one account and not to create an account on behalf of anyone other than yourself. You may not sell, loan, transfer, or sublicense your account or account access to any third party.
3.4 Account Verification: We may require you to verify your email, phone number, identity, or other details during account creation or at any later time (for example, prior to compensation payouts). Failure to complete any required verification to our satisfaction may result in suspension or termination of your account. If you do not verify your account within a reasonable time after registration (as determined by us), we may delete or suspend your account. The Company also reserves the right to reject any new account registration or to close any account that violates these Terms or that the Company deems inappropriate, at its sole discretion.
3.2 Account Credentials: You are responsible for maintaining the confidentiality and security of your account login credentials (username, password, and any two-factor authentication tools). You are solely responsible for all activities that occur under your account. You must not share your account credentials with anyone or allow others to use your account. If you suspect any unauthorized access to or use of your account, you must immediately notify the Company and change your password.
3.3 Single Account: Unless expressly permitted by the Company in writing, you agree to register and use no more than one account and not to create an account on behalf of anyone other than yourself. You may not sell, loan, transfer, or sublicense your account or account access to any third party.
3.4 Account Verification: We may require you to verify your email, phone number, identity, or other details during account creation or at any later time (for example, prior to compensation payouts). Failure to complete any required verification to our satisfaction may result in suspension or termination of your account. If you do not verify your account within a reasonable time after registration (as determined by us), we may delete or suspend your account. The Company also reserves the right to reject any new account registration or to close any account that violates these Terms or that the Company deems inappropriate, at its sole discretion.
4. User Obligations and Conduct
4.1 Compliance with Laws: You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. You are solely responsible for ensuring that your use of the Service (including sharing internet bandwidth) does not violate any laws, regulations, or court orders applicable to you. This includes, without limitation, any laws regarding data usage, export controls, or the terms of any contractual obligations (such as your agreements with your internet provider or network administrator).
4.2 Proper Use of Your Connection: You represent and warrant that you are authorized to use and share the internet connection and device on which you install the Ping Network software. You must only install and run the software on networks and devices over which you have sufficient rights or permissions. It is your responsibility to ensure that running the Service and sharing bandwidth does not breach any agreement (e.g., an ISP’s terms of service or an employer’s network policy) or incur charges from third parties. The Company will not be liable for any fees, penalties, or consequences imposed on you by third parties (such as data overage charges or service terminations by your ISP) due to your use of the Service.
4.3 Device and Software Requirements: Using the Service may require compatible hardware (such as a computer or smartphone with internet access) and software (the Ping Network application). You are responsible for providing and maintaining all equipment and services needed to access the Service and for any associated costs (such as internet fees or electricity for running your device). You should keep your device’s operating system and security software (e.g., antivirus) up-to-date. You are solely responsible for the security of your device and network; this includes taking reasonable precautions to protect against malware, unauthorized access, and data loss.
4.4 No Interference: You must not interfere with or disrupt the normal functioning of the Service, the Ping Network infrastructure, or any servers or networks connected to the Service. This means you shall not attempt to hinder the performance or functionality of the software on your device or others’, nor interfere with any transmissions to or from the Service.
4.5 Monitoring and Logging: You acknowledge and agree that the Company may monitor, collect, and use data related to your use of the Service (such as bandwidth provided, network performance, and usage statistics) for purposes of operating the Service, enforcing these Terms, providing support, and calculating any compensation. Please review our Privacy Policy for details on how we collect and process personal data. By using the Service, you consent to such monitoring and data collection.
4.6 User Responsibility: You are responsible for any and all actions taken using your account or the Service on your device, whether or not authorized by you, until you deactivate the Service or report unauthorized use to us. You agree to immediately cease use of the Service and uninstall the software upon any termination or suspension of your account or if you are instructed to do so by the Company (for example, in response to a violation of these Terms).
4.2 Proper Use of Your Connection: You represent and warrant that you are authorized to use and share the internet connection and device on which you install the Ping Network software. You must only install and run the software on networks and devices over which you have sufficient rights or permissions. It is your responsibility to ensure that running the Service and sharing bandwidth does not breach any agreement (e.g., an ISP’s terms of service or an employer’s network policy) or incur charges from third parties. The Company will not be liable for any fees, penalties, or consequences imposed on you by third parties (such as data overage charges or service terminations by your ISP) due to your use of the Service.
4.3 Device and Software Requirements: Using the Service may require compatible hardware (such as a computer or smartphone with internet access) and software (the Ping Network application). You are responsible for providing and maintaining all equipment and services needed to access the Service and for any associated costs (such as internet fees or electricity for running your device). You should keep your device’s operating system and security software (e.g., antivirus) up-to-date. You are solely responsible for the security of your device and network; this includes taking reasonable precautions to protect against malware, unauthorized access, and data loss.
4.4 No Interference: You must not interfere with or disrupt the normal functioning of the Service, the Ping Network infrastructure, or any servers or networks connected to the Service. This means you shall not attempt to hinder the performance or functionality of the software on your device or others’, nor interfere with any transmissions to or from the Service.
4.5 Monitoring and Logging: You acknowledge and agree that the Company may monitor, collect, and use data related to your use of the Service (such as bandwidth provided, network performance, and usage statistics) for purposes of operating the Service, enforcing these Terms, providing support, and calculating any compensation. Please review our Privacy Policy for details on how we collect and process personal data. By using the Service, you consent to such monitoring and data collection.
4.6 User Responsibility: You are responsible for any and all actions taken using your account or the Service on your device, whether or not authorized by you, until you deactivate the Service or report unauthorized use to us. You agree to immediately cease use of the Service and uninstall the software upon any termination or suspension of your account or if you are instructed to do so by the Company (for example, in response to a violation of these Terms).
5. License to Use the Software
5.1 License Grant: Subject to your continued compliance with these Terms, the Company hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and run the Ping Network software (the "Software") on your compatible device solely for the purpose of accessing and using the Service as permitted by these Terms. All rights not expressly granted to you are reserved by the Company.
5.2 Authorized Use: You may only use the Software and Service for your own personal, non-commercial use to participate in the Ping Network by sharing your bandwidth in exchange for potential compensation (as described in Section 7). You may not install or use the Software on any device or in any environment that you do not own or control (or have authority to use for this purpose). The Software may automatically connect to the Company’s servers or systems for functionality such as routing traffic, verifying usage, downloading updates, or reporting usage statistics.
5.3 Updates: The Company may, from time to time, deploy or provide updates, patches, bug fixes, or new versions of the Software. You agree that the Company may update the Software automatically (including on your device, with or without notice) and that these Terms will apply to the updated Software. It is your responsibility to install any required updates promptly. The Company is not responsible for any failure of the Service if you do not keep the Software updated.
5.4 License Restrictions: You agree that you will not do (or permit any third party to do) any of the following with respect to the Software or Service:
5.2 Authorized Use: You may only use the Software and Service for your own personal, non-commercial use to participate in the Ping Network by sharing your bandwidth in exchange for potential compensation (as described in Section 7). You may not install or use the Software on any device or in any environment that you do not own or control (or have authority to use for this purpose). The Software may automatically connect to the Company’s servers or systems for functionality such as routing traffic, verifying usage, downloading updates, or reporting usage statistics.
5.3 Updates: The Company may, from time to time, deploy or provide updates, patches, bug fixes, or new versions of the Software. You agree that the Company may update the Software automatically (including on your device, with or without notice) and that these Terms will apply to the updated Software. It is your responsibility to install any required updates promptly. The Company is not responsible for any failure of the Service if you do not keep the Software updated.
5.4 License Restrictions: You agree that you will not do (or permit any third party to do) any of the following with respect to the Software or Service:
- Copy, reproduce, distribute, or publicly display any part of the Software or Service, except as expressly allowed by the Company. (You may make a reasonable number of copies of the Software solely for backup or archival purposes.)
- Modify, adapt, translate, or create derivative works of the Software or any aspect of the Service.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Software or any portion of the Service (except to the limited extent such restrictions are expressly prohibited by applicable law).
- Rent, lease, lend, sell, sublicense, assign, or redistribute the Software or access to the Service to any third party without our prior written authorization.
- Remove, obscure, or alter any copyright notices, trademarks, or other proprietary rights notices on the Software or any materials provided by the Service.
6. Bandwidth Sharing Policy
6.1 Participation in the Network: By running the Software and using the Service, you agree to share a portion of your internet bandwidth and network connection with the Ping Network. This means the Service will route data from third parties (e.g. businesses or other approved users of the Ping Network) through your device or internet connection. In doing so, your device becomes a node in our distributed network that helps facilitate access to online content and services for others.
6.2 Data Usage and Performance: The Service is designed to utilize your unused or idle bandwidth whenever possible, aiming to minimize impact on your regular internet activities. However, you acknowledge that use of the Service may affect the available bandwidth, data usage, and performance of your internet connection. The Company makes no guarantee that bandwidth sharing will not slow your connection or contribute to reaching any data caps imposed by your ISP. You are solely responsible for monitoring your data usage and understanding any limits of your internet plan. The Company will not be liable for any expenses, overage charges, or throttling that result from your participation in the Ping Network.
6.3 Acceptable Use of Bandwidth: The Company endeavors to ensure that bandwidth shared through your connection is used for legitimate and lawful purposes (such as enabling businesses to access public web data, content delivery, etc.). We maintain policies and employ technical measures to prevent misuse of the network (for example, filtering or monitoring traffic for known abuses). However, you understand and agree that the Company does not and cannot guarantee that all data passing through your connection will be safe, lawful, or free of objectionable content. Third parties may transmit or access content through your shared connection, and the Company is not responsible for the nature of that content or any actions of third parties.
6.4 No Snooping or Tampering: As a node operator, you must not attempt to inspect, intercept, access, or alter the content of any traffic that passes through your device or network via the Service. You agree that you are providing a conduit for data and will not violate the privacy or security of the communications that transit your connection. Any attempt to monitor or tamper with the data of third parties using the Ping Network is strictly prohibited and is grounds for immediate termination of your account (in addition to potential legal consequences).
6.5 Network Integrity: You agree not to use any device, software, or routine to bypass or interfere with any encryption, security measures, or usage controls implemented by the Service. The Ping Network may employ encryption and other techniques to protect data; you must not disrupt these measures. You also agree not to artificially generate traffic through your connection (such as by using automated scripts, bots, or looping requests) in an effort to increase compensation or manipulate the network. Maintaining the integrity and security of the network is a core obligation of all users.
6.6 Right to Suspend Bandwidth Sharing: The Company reserves the right to temporarily suspend or limit your bandwidth sharing (and/or the entire Service) without notice if we suspect abuse, if required by law enforcement or court order, or for maintenance and security purposes. We will make reasonable efforts to restore your sharing services promptly when appropriate. You acknowledge that such suspensions may occur and that the Company will not be liable for any loss of potential compensation or any impact on you due to such service suspensions.
6.2 Data Usage and Performance: The Service is designed to utilize your unused or idle bandwidth whenever possible, aiming to minimize impact on your regular internet activities. However, you acknowledge that use of the Service may affect the available bandwidth, data usage, and performance of your internet connection. The Company makes no guarantee that bandwidth sharing will not slow your connection or contribute to reaching any data caps imposed by your ISP. You are solely responsible for monitoring your data usage and understanding any limits of your internet plan. The Company will not be liable for any expenses, overage charges, or throttling that result from your participation in the Ping Network.
6.3 Acceptable Use of Bandwidth: The Company endeavors to ensure that bandwidth shared through your connection is used for legitimate and lawful purposes (such as enabling businesses to access public web data, content delivery, etc.). We maintain policies and employ technical measures to prevent misuse of the network (for example, filtering or monitoring traffic for known abuses). However, you understand and agree that the Company does not and cannot guarantee that all data passing through your connection will be safe, lawful, or free of objectionable content. Third parties may transmit or access content through your shared connection, and the Company is not responsible for the nature of that content or any actions of third parties.
6.4 No Snooping or Tampering: As a node operator, you must not attempt to inspect, intercept, access, or alter the content of any traffic that passes through your device or network via the Service. You agree that you are providing a conduit for data and will not violate the privacy or security of the communications that transit your connection. Any attempt to monitor or tamper with the data of third parties using the Ping Network is strictly prohibited and is grounds for immediate termination of your account (in addition to potential legal consequences).
6.5 Network Integrity: You agree not to use any device, software, or routine to bypass or interfere with any encryption, security measures, or usage controls implemented by the Service. The Ping Network may employ encryption and other techniques to protect data; you must not disrupt these measures. You also agree not to artificially generate traffic through your connection (such as by using automated scripts, bots, or looping requests) in an effort to increase compensation or manipulate the network. Maintaining the integrity and security of the network is a core obligation of all users.
6.6 Right to Suspend Bandwidth Sharing: The Company reserves the right to temporarily suspend or limit your bandwidth sharing (and/or the entire Service) without notice if we suspect abuse, if required by law enforcement or court order, or for maintenance and security purposes. We will make reasonable efforts to restore your sharing services promptly when appropriate. You acknowledge that such suspensions may occur and that the Company will not be liable for any loss of potential compensation or any impact on you due to such service suspensions.
7. Payment and Compensation Terms
7.1 Compensation Overview: The Service may provide you with the opportunity to earn compensation as a result of your participation in the Ping Network. By sharing your internet bandwidth through the Service, you become eligible to receive compensation (e.g., rewards, payments, credits, or digital tokens) as determined by the Company. The exact form, value, and distribution method of compensation will be defined by the Company and may be described in supplemental policies or program terms (which are hereby incorporated by reference if issued). No compensation is guaranteed, and any compensation you may receive is provided voluntarily by the Company as an incentive and reward for your participation, not as an entitlement.
7.2 Calculation of Rewards: The amount and type of compensation you earn will depend on various factors determined by the Company at its sole discretion. Such factors may include (without limitation) the amount of bandwidth you share, the duration your device is online and available, the demand for bandwidth in your region, the quality and speed of your connection, and overall network conditions. The Company may use a system of points or credits to track your contributions. You acknowledge that any metrics or calculations of your contribution and corresponding rewards are determined by the Company and shall be final and binding. The Company reserves the right to adjust or modify the reward algorithm and compensation rates at any time, without prior notice.
7.3 Form of Payment: Compensation may be provided in a form chosen by the Company, such as a credit to an online account, digital tokens or cryptocurrency, vouchers, or fiat currency payments (e.g., via PayPal, bank transfer, or other payment processors). The Company may also set minimum thresholds for certain types of payouts (for example, a minimum amount of earnings before a cash payout is issued). Details of current compensation methods and requirements will be made available through the Service or official documentation. You are responsible for providing and maintaining accurate payout information (e.g., a correct digital wallet address or payment account details) and for any fees charged by third-party payment providers in connection with receiving compensation.
7.4 Timing and Conditions: The Company may distribute earned compensation on a periodic schedule (for example, monthly) or upon the occurrence of certain events (such as reaching a minimum balance or the conclusion of a promotional period). All compensation is subject to verification of your compliance with these Terms. The Company reserves the right to withhold, delay, or adjust any compensation if we suspect that the compensation is a result of fraud, abuse, error, or any violation of these Terms. If your account is terminated due to a breach of these Terms (or if we identify fraudulent or prohibited activity), you forfeit any unpaid compensation, regardless of any contribution metrics. The Company will have no obligation to pay you any rewards that were accrued in violation of the Terms or through misuse of the Service.
7.5 No Guarantee of Profit: You understand and agree that there is no guarantee you will earn any particular amount (or any at all) by using the Service. Any earnings examples or estimates that may be provided (such as on our website or app) are for illustrative purposes only and do not constitute a promise of actual rewards. The availability and amount of compensation may vary significantly based on network needs and Company policies. The Company makes no representation that the Service will be continuously profitable for you or that any rewards will have any stable monetary value.
7.6 Independent Relationship: Your participation in the Ping Network is voluntary and done as an independent individual user. Nothing in these Terms creates any partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and the Company. Compensation you receive is not a salary or wage, but a discretionary reward for using a service. You are not an employee or agent of the Company, and you have no authority to bind the Company in any manner. You are solely responsible for any taxes, duties, or government charges that may be applicable to the compensation you earn. The Company does not withhold taxes or provide employment benefits for your participation.
7.7 Taxes and Legal Compliance: You are responsible for reporting and paying any taxes or government mandated fees arising from your receipt of compensation in the Ping Network (if any, subject to your local laws). The Company may provide you with transaction records or confirmations of payment upon request to assist with your record-keeping. If required by law or regulators, the Company may also report certain payment information to tax authorities. In certain cases, the Company may request tax-related documentation from you (for example, a tax identification number or certification of foreign status) and may withhold payments until you provide such documentation. Failure to comply with tax laws or requests for information can result in suspension of payouts or termination of your account.
7.2 Calculation of Rewards: The amount and type of compensation you earn will depend on various factors determined by the Company at its sole discretion. Such factors may include (without limitation) the amount of bandwidth you share, the duration your device is online and available, the demand for bandwidth in your region, the quality and speed of your connection, and overall network conditions. The Company may use a system of points or credits to track your contributions. You acknowledge that any metrics or calculations of your contribution and corresponding rewards are determined by the Company and shall be final and binding. The Company reserves the right to adjust or modify the reward algorithm and compensation rates at any time, without prior notice.
7.3 Form of Payment: Compensation may be provided in a form chosen by the Company, such as a credit to an online account, digital tokens or cryptocurrency, vouchers, or fiat currency payments (e.g., via PayPal, bank transfer, or other payment processors). The Company may also set minimum thresholds for certain types of payouts (for example, a minimum amount of earnings before a cash payout is issued). Details of current compensation methods and requirements will be made available through the Service or official documentation. You are responsible for providing and maintaining accurate payout information (e.g., a correct digital wallet address or payment account details) and for any fees charged by third-party payment providers in connection with receiving compensation.
7.4 Timing and Conditions: The Company may distribute earned compensation on a periodic schedule (for example, monthly) or upon the occurrence of certain events (such as reaching a minimum balance or the conclusion of a promotional period). All compensation is subject to verification of your compliance with these Terms. The Company reserves the right to withhold, delay, or adjust any compensation if we suspect that the compensation is a result of fraud, abuse, error, or any violation of these Terms. If your account is terminated due to a breach of these Terms (or if we identify fraudulent or prohibited activity), you forfeit any unpaid compensation, regardless of any contribution metrics. The Company will have no obligation to pay you any rewards that were accrued in violation of the Terms or through misuse of the Service.
7.5 No Guarantee of Profit: You understand and agree that there is no guarantee you will earn any particular amount (or any at all) by using the Service. Any earnings examples or estimates that may be provided (such as on our website or app) are for illustrative purposes only and do not constitute a promise of actual rewards. The availability and amount of compensation may vary significantly based on network needs and Company policies. The Company makes no representation that the Service will be continuously profitable for you or that any rewards will have any stable monetary value.
7.6 Independent Relationship: Your participation in the Ping Network is voluntary and done as an independent individual user. Nothing in these Terms creates any partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and the Company. Compensation you receive is not a salary or wage, but a discretionary reward for using a service. You are not an employee or agent of the Company, and you have no authority to bind the Company in any manner. You are solely responsible for any taxes, duties, or government charges that may be applicable to the compensation you earn. The Company does not withhold taxes or provide employment benefits for your participation.
7.7 Taxes and Legal Compliance: You are responsible for reporting and paying any taxes or government mandated fees arising from your receipt of compensation in the Ping Network (if any, subject to your local laws). The Company may provide you with transaction records or confirmations of payment upon request to assist with your record-keeping. If required by law or regulators, the Company may also report certain payment information to tax authorities. In certain cases, the Company may request tax-related documentation from you (for example, a tax identification number or certification of foreign status) and may withhold payments until you provide such documentation. Failure to comply with tax laws or requests for information can result in suspension of payouts or termination of your account.
8. Restrictions and Prohibited Use
To protect the Service and the Company’s interests, you must not engage in any of the following prohibited activities (and you must not assist or enable any third party to do so):
- 8.1 Illegal Activities: Using the Service for any unlawful, harmful, fraudulent, or malicious purpose. This includes, but is not limited to, using the Service in connection with any activity that violates any law or regulation, such as transmitting or storing illegal content, engaging in fraud, theft, or harassment, or distributing malware or other harmful code. You also agree not to use the Service in any manner that would cause the Company to be in violation of any law or regulation, including data privacy laws or export control laws.
- 8.2 Unauthorized Access and Security Violations: Attempting to gain unauthorized access to any part of the Service, the Ping Network infrastructure, other users’ accounts, or any systems or networks related to the Service. You must not probe, scan, or test the vulnerability of any system or network of the Company or violate any security or authentication measures. Any attempt to bypass or circumvent any security features of the Service is strictly prohibited.
- 8.3 Interference with Service: Interfering with or disrupting the integrity or proper working of the Service or any related servers or networks. This includes not only technical attacks (such as denial-of-service attacks, distributing viruses, worms or any code of a destructive nature) but also any form of interference with the usage experience of other users or the Company’s operations. You may not take any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure.
- 8.4 Misuse of Bandwidth Sharing: Engaging in any activity that undermines the intended operation of the bandwidth sharing model. You are prohibited from fraudulently manipulating your bandwidth contributions – for instance, by using automated means to simulate traffic or by routing disallowed traffic through the Service. You must not use the Service in any way to compete with or replicate the Ping Network, such as by reselling, redistributing, or providing a similar bandwidth proxy service to any third party without authorization.
- 8.5 Reverse Engineering and Copying: As stated in Section 5, you must not reverse engineer, decompile, or disassemble the Software. Likewise, you must not copy or modify the Service or create any derivative works based on it. Any attempt to extract source code, algorithms, or data from the Service (except as expressly permitted by law) is prohibited.
- 8.6 Unauthorized Commercial Use: The Service is offered for the purpose of individual Users contributing to and benefiting from the Ping Network. You may not use the Service for any commercial purposes or in any enterprise setting without our express written consent. This means you cannot, for example, incorporate the Service into a commercial product or service, use the Service to provide services to third parties as a paid proxy or bandwidth provider outside of the Ping Network’s intended use, or otherwise exploit the Service for commercial gain beyond the compensation provided by the Company under these Terms.
- 8.7 No Resale or Transfer: You shall not sell, rent, lease, license, or otherwise transfer your access to the Service, your user account, or any content or data obtained through the Service to any third party. Any attempt to trade, sell, or barter the rewards, points, or accounts associated with the Service is strictly forbidden.
- 8.8 Improper Content and Behavior: You must not use the Service to transmit, store, or otherwise process any content that is defamatory, obscene, offensive, or otherwise objectionable (including content that promotes violence, discrimination, or illegal activities). While the primary function of the Service is bandwidth sharing (and not content publication by you), this clause applies to any interactions you might have with any community features or communications with the Company. You also agree not to impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity in connection with the Service.
- 8.9 Third-Party Software and Hacking: You must not use any unauthorized third-party software or scripts with the Service. For example, you are prohibited from using any bots, automation scripts, unauthorized plugins, or hacks that modify the Service or automate interactions beyond the intended functionality. Additionally, you may not develop or distribute any software that emulates or attempts to replace any component of the Service without prior written permission from the Company.
- 8.10 Other Harmful Acts: Engaging in any other conduct that, in the Company’s sole discretion, threatens the interests of the Company, its users, or the Service’s operation. This includes any attempt to derive or use the Company’s confidential information, attempt to damage or degrade the Service’s performance, or engage in activities that conflict with the spirit of these Terms.
9. Intellectual Property Rights
9.1 Ownership of Service and Materials: The Service (including the Software, website, the Ping Network platform, dashboards, logos, trademarks, content, information, and all intellectual property therein, collectively, the "Company Property") is owned by or licensed to Twilight Network Limited and is protected by copyright, trademark, trade secret, and other intellectual property laws. All right, title, and interest in and to the Company Property, including any and all software, code, data, text, images, design, and any other elements of the Service, are and will remain the exclusive property of the Company and/or its licensors. Except for the limited license expressly granted to you in these Terms, nothing in these Terms transfers or grants to you any ownership or proprietary rights in the Company Property. The Ping Network name, logo, and all related names and logos are trademarks/service marks of the Company (or its affiliates or licensors). You agree not to use any of these marks without prior written permission from the Company.
9.2 Limitations on Use of Company IP: You may not use, copy, imitate, or incorporate any of the Company’s trademarks, logos, branding, or other intellectual property without our prior written consent, except as incorporated into the Service in accordance with these Terms. You must not remove or alter any copyright, trademark, or proprietary rights notices on any Company Property. If you print, copy, or download any portion of the Service (where permitted by these Terms) for your personal use, you must retain all proprietary notices.
9.3 Feedback: We welcome feedback, suggestions, or ideas from users about the Service (“Feedback”). If you choose to provide Feedback to the Company, you agree that all Feedback is non-confidential and becomes the sole property of the Company. The Company shall own all rights, title, and interests (including intellectual property rights) in and to the Feedback and may use or implement the Feedback without compensation or attribution to you. You hereby irrevocably assign to the Company all of your right, title, and interest in any Feedback and agree to provide any assistance the Company may require to document, perfect, and maintain its rights in the Feedback.
9.4 Third-Party Content and Software: The Service may incorporate certain open-source or third-party software or libraries, which are licensed under their own terms. Where such licenses require it, the terms of those licenses will apply to the respective software in lieu of these Terms to the extent of any conflict. We are not responsible for third-party content or software provided as part of the Service, except as required by law or as expressly set forth in a separate agreement. Use of any third-party materials accessed via the Service (such as third-party websites or services, if any) may be governed by the respective third party’s terms of use and privacy policy, which you should review separately.
9.2 Limitations on Use of Company IP: You may not use, copy, imitate, or incorporate any of the Company’s trademarks, logos, branding, or other intellectual property without our prior written consent, except as incorporated into the Service in accordance with these Terms. You must not remove or alter any copyright, trademark, or proprietary rights notices on any Company Property. If you print, copy, or download any portion of the Service (where permitted by these Terms) for your personal use, you must retain all proprietary notices.
9.3 Feedback: We welcome feedback, suggestions, or ideas from users about the Service (“Feedback”). If you choose to provide Feedback to the Company, you agree that all Feedback is non-confidential and becomes the sole property of the Company. The Company shall own all rights, title, and interests (including intellectual property rights) in and to the Feedback and may use or implement the Feedback without compensation or attribution to you. You hereby irrevocably assign to the Company all of your right, title, and interest in any Feedback and agree to provide any assistance the Company may require to document, perfect, and maintain its rights in the Feedback.
9.4 Third-Party Content and Software: The Service may incorporate certain open-source or third-party software or libraries, which are licensed under their own terms. Where such licenses require it, the terms of those licenses will apply to the respective software in lieu of these Terms to the extent of any conflict. We are not responsible for third-party content or software provided as part of the Service, except as required by law or as expressly set forth in a separate agreement. Use of any third-party materials accessed via the Service (such as third-party websites or services, if any) may be governed by the respective third party’s terms of use and privacy policy, which you should review separately.
10. Termination and Suspension
10.1 Termination by the Company: The Company reserves the right to suspend or terminate your account or your access to all or any part of the Service at any time, with or without notice, and with or without cause, for any reason at its sole discretion. Without limiting the foregoing, we may immediately suspend or terminate your use of the Service if we determine or suspect that: (a) you have violated these Terms or any applicable law; (b) you have engaged in fraudulent, abusive, or unethical activity; (c) you have attempted to circumvent any security measures or have interfered with the proper functioning of the Service; (d) it’s necessary to protect the Company’s network or other users; or (e) we are required to do so by law enforcement or other authorities.
10.2 Termination by You: You may terminate your use of the Service at any time by discontinuing use of the Software, uninstalling it from your devices, and (if applicable) deleting your account through the account settings or by contacting the Company’s support. Your cessation of use of the Service will be deemed a termination of these Terms by you. Please note that simply uninstalling the Software without formally deleting your account may not terminate all features (for instance, any stored account data or residual software components may persist). It is your responsibility to ensure your account is properly closed if you wish to terminate.
10.3 Effect of Termination: Upon termination of your account or access for any reason: (a) all rights and licenses granted to you under these Terms will immediately cease; (b) you must stop using the Service and uninstall/delete all copies of the Software in your possession or control; and (c) any accrued obligations or rights of either party (including any accrued payment obligations of the Company to you, subject to Section 7.4 and 10.4) and provisions of these Terms which by their nature should survive, will survive termination (see Section 10.6 below).
10.4 Forfeiture of Rewards: If your account is terminated by the Company due to your breach of these Terms or other misconduct, you acknowledge and agree that any earned but unpaid compensation, rewards, or points may be forfeited. The Company has no obligation to redeem or pay out rewards to users who are terminated for cause. In cases where termination is not due to your misconduct (for example, if the Company discontinues the Service or you voluntarily stop using it), the Company may, in its discretion, provide a means for you to claim any eligible compensation that was accrued but unpaid prior to termination, but is not obligated to do so if not required by law. Any claim for unpaid compensation that you believe you are entitled to on termination must be raised within thirty (30) days following termination or it is waived.
10.5 Suspension: In lieu of termination, the Company may decide to suspend your account or restrict your access to certain features if we suspect a violation, pending further investigation. During a suspension, you may not receive any compensation and may be unable to use the Service or parts of it. We will endeavor to investigate promptly, but we are under no obligation to reinstate a suspended account if we find any violation of these Terms. We may also impose usage limits (for example, limiting bandwidth sharing or pausing payouts) as a remedial measure.
10.6 Survival: Any provisions of these Terms that by their nature should survive termination or expiration of this agreement (including, by way of example, License Restrictions (Section 5.4), User Obligations (Section 4) to the extent of ongoing responsibilities or liabilities, Intellectual Property (Section 9), Disclaimer of Warranties (Section 11), Limitation of Liability (Section 12), Indemnification (Section 13), Governing Law and Dispute Resolution (Sections 14 and 15), and this Section 10.6) shall survive and continue to be enforceable after any termination or expiration of these Terms.
10.7 No Liability for Termination: To the maximum extent permitted by law, the Company shall not be liable to you for any costs, losses, or damages of any kind resulting from suspension or termination of your account or access to the Service, provided such termination is in accordance with these Terms. It is your responsibility to maintain your own backup of any information you may have provided to us that you wish to retain (subject to our Privacy Policy), as we are under no obligation to provide you with data from your account after termination.
10.2 Termination by You: You may terminate your use of the Service at any time by discontinuing use of the Software, uninstalling it from your devices, and (if applicable) deleting your account through the account settings or by contacting the Company’s support. Your cessation of use of the Service will be deemed a termination of these Terms by you. Please note that simply uninstalling the Software without formally deleting your account may not terminate all features (for instance, any stored account data or residual software components may persist). It is your responsibility to ensure your account is properly closed if you wish to terminate.
10.3 Effect of Termination: Upon termination of your account or access for any reason: (a) all rights and licenses granted to you under these Terms will immediately cease; (b) you must stop using the Service and uninstall/delete all copies of the Software in your possession or control; and (c) any accrued obligations or rights of either party (including any accrued payment obligations of the Company to you, subject to Section 7.4 and 10.4) and provisions of these Terms which by their nature should survive, will survive termination (see Section 10.6 below).
10.4 Forfeiture of Rewards: If your account is terminated by the Company due to your breach of these Terms or other misconduct, you acknowledge and agree that any earned but unpaid compensation, rewards, or points may be forfeited. The Company has no obligation to redeem or pay out rewards to users who are terminated for cause. In cases where termination is not due to your misconduct (for example, if the Company discontinues the Service or you voluntarily stop using it), the Company may, in its discretion, provide a means for you to claim any eligible compensation that was accrued but unpaid prior to termination, but is not obligated to do so if not required by law. Any claim for unpaid compensation that you believe you are entitled to on termination must be raised within thirty (30) days following termination or it is waived.
10.5 Suspension: In lieu of termination, the Company may decide to suspend your account or restrict your access to certain features if we suspect a violation, pending further investigation. During a suspension, you may not receive any compensation and may be unable to use the Service or parts of it. We will endeavor to investigate promptly, but we are under no obligation to reinstate a suspended account if we find any violation of these Terms. We may also impose usage limits (for example, limiting bandwidth sharing or pausing payouts) as a remedial measure.
10.6 Survival: Any provisions of these Terms that by their nature should survive termination or expiration of this agreement (including, by way of example, License Restrictions (Section 5.4), User Obligations (Section 4) to the extent of ongoing responsibilities or liabilities, Intellectual Property (Section 9), Disclaimer of Warranties (Section 11), Limitation of Liability (Section 12), Indemnification (Section 13), Governing Law and Dispute Resolution (Sections 14 and 15), and this Section 10.6) shall survive and continue to be enforceable after any termination or expiration of these Terms.
10.7 No Liability for Termination: To the maximum extent permitted by law, the Company shall not be liable to you for any costs, losses, or damages of any kind resulting from suspension or termination of your account or access to the Service, provided such termination is in accordance with these Terms. It is your responsibility to maintain your own backup of any information you may have provided to us that you wish to retain (subject to our Privacy Policy), as we are under no obligation to provide you with data from your account after termination.
11. Disclaimer of Warranties
11.1 "AS IS" and "AS AVAILABLE" Basis: The Service (including the Software and all features of the Ping Network) is provided to you on an "AS IS" and "AS AVAILABLE" basis, without any warranties of any kind, either express, implied, or statutory. The use of the Service is at your own risk. The Company disclaims all warranties (to the maximum extent permitted by law), whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.
11.2 No Warranty of Error-Free Operation: The Company does not guarantee that the Service will be uninterrupted, timely, secure, or error-free. We do not warrant that any defects or errors will be corrected, or that the Service or the servers that make it available will be free of viruses or other harmful components. You understand that use of the Service may involve known and unknown risks, such as the risk of software bugs, hardware failures, connectivity issues, or other technical problems that could affect your use or the functioning of your device. You assume all responsibility for backing up and protecting your data and equipment and for any damage to your computer system or loss of data that results from using the Service.
11.3 No Warranty on Results or Compensation: The Company makes no promises or guarantees about the results of using the Service, including the amount of bandwidth that will be utilized or the amount of compensation (if any) that you may earn. Any earning potential or network performance information is provided for informational purposes and is not a guarantee. The Company specifically disclaims any warranty that participating in the Service will result in any financial benefit or that the rewards will have any particular value. All points, credits, or other reward metrics are not guaranteed to correspond to any monetary value and may be adjusted or revoked by the Company as provided in these Terms.
11.4 No Warranty as to Third-Party Content: You acknowledge that the Service involves routing of third-party data through your connection, and the Company does not originate that data. The Company makes no representations or warranties whatsoever about any content accessed through the Ping Network or the actions of any third parties who use the Ping Network. We are not responsible for the content, quality, legality, or any other aspect of data that passes through your device as part of the Service. To the extent you indirectly encounter third-party content via bandwidth sharing, you assume sole responsibility for any such content as if you had accessed it directly, and you acknowledge that any use of third-party content is at your own risk.
11.5 No Other Warranties: No advice or information, whether oral or written, obtained by you from the Company or through the Service shall create any warranty not expressly stated in these Terms. While the Company may provide guidelines, FAQs, or support, these are for convenience only and do not constitute warranties or contractual commitments.
11.6 Jurisdictional Notice: Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent that such exclusions are legally not permitted, some of the above exclusions may not apply to you. In such case, any implied warranties that cannot be disclaimed are limited in duration to the minimum period permitted by applicable law.
11.2 No Warranty of Error-Free Operation: The Company does not guarantee that the Service will be uninterrupted, timely, secure, or error-free. We do not warrant that any defects or errors will be corrected, or that the Service or the servers that make it available will be free of viruses or other harmful components. You understand that use of the Service may involve known and unknown risks, such as the risk of software bugs, hardware failures, connectivity issues, or other technical problems that could affect your use or the functioning of your device. You assume all responsibility for backing up and protecting your data and equipment and for any damage to your computer system or loss of data that results from using the Service.
11.3 No Warranty on Results or Compensation: The Company makes no promises or guarantees about the results of using the Service, including the amount of bandwidth that will be utilized or the amount of compensation (if any) that you may earn. Any earning potential or network performance information is provided for informational purposes and is not a guarantee. The Company specifically disclaims any warranty that participating in the Service will result in any financial benefit or that the rewards will have any particular value. All points, credits, or other reward metrics are not guaranteed to correspond to any monetary value and may be adjusted or revoked by the Company as provided in these Terms.
11.4 No Warranty as to Third-Party Content: You acknowledge that the Service involves routing of third-party data through your connection, and the Company does not originate that data. The Company makes no representations or warranties whatsoever about any content accessed through the Ping Network or the actions of any third parties who use the Ping Network. We are not responsible for the content, quality, legality, or any other aspect of data that passes through your device as part of the Service. To the extent you indirectly encounter third-party content via bandwidth sharing, you assume sole responsibility for any such content as if you had accessed it directly, and you acknowledge that any use of third-party content is at your own risk.
11.5 No Other Warranties: No advice or information, whether oral or written, obtained by you from the Company or through the Service shall create any warranty not expressly stated in these Terms. While the Company may provide guidelines, FAQs, or support, these are for convenience only and do not constitute warranties or contractual commitments.
11.6 Jurisdictional Notice: Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent that such exclusions are legally not permitted, some of the above exclusions may not apply to you. In such case, any implied warranties that cannot be disclaimed are limited in duration to the minimum period permitted by applicable law.
12. Limitation of Liability
12.1 No Indirect Damages: To the fullest extent permitted by applicable law, in no event will the Company or its affiliates, or their respective directors, officers, employees, or agents, be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including but not limited to damages for lost profits, lost earnings, lost or corrupted data, loss of goodwill, business interruption, computer damage, or other intangible losses arising out of or in connection with: (a) your use of or inability to use the Service; (b) any performance or failures of the Service; (c) any unauthorized access to or alteration of your transmissions or data; (d) your reliance on or use of any information obtained from the Service; or (e) any other matter relating to the Service or these Terms, whether based on warranty, contract, tort (including negligence), strict liability or any other legal theory, even if the Company has been advised of the possibility of such damages. This exclusion of liability shall apply even if any limited remedy specified in these Terms is found to have failed its essential purpose.
12.2 Cap on Liability: To the fullest extent permitted by law, the total aggregate liability of the Company and its affiliates for any and all claims arising out of or relating to these Terms or the Service is limited to the greater of:(a) the total amount of compensation actually paid to you by the Company (if any) in connection with your use of the Service in the six (6) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100). If you have not received any compensation or payments from the Company in the period specified, the cap under (a) shall be zero, and the overall cap shall be USD $100. This limitation applies cumulatively to all claims, actions, and causes of action of every kind and nature, whether in contract, tort, or otherwise, and this limit will not be increased by the existence of multiple incidents or claims.
12.3 Release of Liability: You acknowledge that the Company has set its fees (currently $0 for use of the Service) and offers the Service in reliance on the limitations of liability and the disclaimers of warranties set forth in these Terms, and that those provisions reflect a reasonable and fair allocation of risk between you and the Company. You agree that these limitations will apply even if any limited remedy fails of its essential purpose. You hereby release and discharge the Company and its affiliates from any and all obligations, liabilities, and claims in excess of the limitations set forth in this Section 12.
12.4 Exceptions: Nothing in these Terms shall limit or exclude liability for gross negligence, willful misconduct, or fraud by the Company, or for any other liability that cannot be excluded or limited under applicable law (such as death or personal injury caused by the Company’s negligence to the extent applicable law prohibits such exclusion). However, to the extent that applicable law allows the limitation or exclusion of liability even for these kinds of damages, the above limitations and exclusions shall apply.
12.5 Consumer Law: These Terms are not intended to exclude or restrict any rights you have that are non-waivable under consumer protection or other laws in your jurisdiction (if any such laws apply notwithstanding the choice of BVI law as governing law). However, if your use of the Service is not primarily for personal, family, or household purposes (for example, if you use the Service in a business capacity), you agree that any consumer protection laws shall not apply to the fullest extent permitted by law.
12.2 Cap on Liability: To the fullest extent permitted by law, the total aggregate liability of the Company and its affiliates for any and all claims arising out of or relating to these Terms or the Service is limited to the greater of:(a) the total amount of compensation actually paid to you by the Company (if any) in connection with your use of the Service in the six (6) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100). If you have not received any compensation or payments from the Company in the period specified, the cap under (a) shall be zero, and the overall cap shall be USD $100. This limitation applies cumulatively to all claims, actions, and causes of action of every kind and nature, whether in contract, tort, or otherwise, and this limit will not be increased by the existence of multiple incidents or claims.
12.3 Release of Liability: You acknowledge that the Company has set its fees (currently $0 for use of the Service) and offers the Service in reliance on the limitations of liability and the disclaimers of warranties set forth in these Terms, and that those provisions reflect a reasonable and fair allocation of risk between you and the Company. You agree that these limitations will apply even if any limited remedy fails of its essential purpose. You hereby release and discharge the Company and its affiliates from any and all obligations, liabilities, and claims in excess of the limitations set forth in this Section 12.
12.4 Exceptions: Nothing in these Terms shall limit or exclude liability for gross negligence, willful misconduct, or fraud by the Company, or for any other liability that cannot be excluded or limited under applicable law (such as death or personal injury caused by the Company’s negligence to the extent applicable law prohibits such exclusion). However, to the extent that applicable law allows the limitation or exclusion of liability even for these kinds of damages, the above limitations and exclusions shall apply.
12.5 Consumer Law: These Terms are not intended to exclude or restrict any rights you have that are non-waivable under consumer protection or other laws in your jurisdiction (if any such laws apply notwithstanding the choice of BVI law as governing law). However, if your use of the Service is not primarily for personal, family, or household purposes (for example, if you use the Service in a business capacity), you agree that any consumer protection laws shall not apply to the fullest extent permitted by law.
13. Idemnification
13.1 Your Indemnity Obligations: You agree to indemnify, defend, and hold harmless the Company, its parent, affiliates, and their respective directors, officers, employees, contractors, agents, partners, and licensors (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
13.2 Defense and Cooperation: The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations). If the Company exercises this right, you agree to cooperate with the defense of that claim and you shall not in any event settle any claim without the Company’s prior written consent. You agree to promptly notify the Company of any third-party claims for which you believe you must indemnify us upon becoming aware of such a claim.
13.3 Continued Obligations: Your indemnification obligations will survive any termination or suspension of your account or cessation of use of the Service. The Indemnified Parties reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request. This indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Company under applicable law.
- (a) your use or misuse of the Service, including any activities you engage in through the Service or that you permit or enable others to engage in through the Service;
- (b) your violation of any provision of these Terms or any policies referenced herein;
- (c) your violation of any law, regulation, or rights of any third party (for example, someone else’s intellectual property, privacy, or other rights) in connection with your use of the Service;
- (d) any misrepresentation made by you (for instance, regarding your identity or rights to use a network) or any breach of any representations or warranties you have made to the Company under these Terms; or
- (e) any claim that content or data transmitted from your internet connection via the Service (due to your actions or negligence) or any content you provide directly (if applicable) infringes or misappropriates the intellectual property or other rights of a third party, or has caused harm to a third party.
13.2 Defense and Cooperation: The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations). If the Company exercises this right, you agree to cooperate with the defense of that claim and you shall not in any event settle any claim without the Company’s prior written consent. You agree to promptly notify the Company of any third-party claims for which you believe you must indemnify us upon becoming aware of such a claim.
13.3 Continued Obligations: Your indemnification obligations will survive any termination or suspension of your account or cessation of use of the Service. The Indemnified Parties reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request. This indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Company under applicable law.
14. Governing Law
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or your use of the Service shall be governed by and construed in accordance with the laws of the British Virgin Islands (BVI), without regard to its conflict of law principles or rules that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA), to the extent either may be applicable, do not apply to this Agreement.
If you reside outside of the BVI, you understand that you are voluntarily choosing BVI law to govern the relationship between you and the Company regarding the Service, and that other jurisdictions’ mandatory laws (to the extent permitted by international law) shall not apply. You also acknowledge that the Service is deemed to be based solely in the British Virgin Islands, which means that the Service is a passive service that does not give rise to personal jurisdiction over the Company in jurisdictions other than the BVI except as otherwise specifically provided in this Agreement.
If you reside outside of the BVI, you understand that you are voluntarily choosing BVI law to govern the relationship between you and the Company regarding the Service, and that other jurisdictions’ mandatory laws (to the extent permitted by international law) shall not apply. You also acknowledge that the Service is deemed to be based solely in the British Virgin Islands, which means that the Service is a passive service that does not give rise to personal jurisdiction over the Company in jurisdictions other than the BVI except as otherwise specifically provided in this Agreement.
15. Dispute Resolution
15.1 Good Faith Negotiations: In the event of any dispute, claim, or controversy between you and the Company arising out of or relating to these Terms or the Service, the parties agree to first attempt to resolve the matter amicably through good-faith negotiation. You agree to contact the Company at our support or legal contact (provided in the “Contact Us” section or on our website) to discuss any dispute and allow us a reasonable opportunity (not less than 30 days) to respond and attempt to resolve the issue informally before taking any formal legal action.
15.2 Jurisdiction and Venue: If any dispute cannot be resolved informally, you and the Company irrevocably consent to the exclusive jurisdiction and venue of the courts of the British Virgin Islands to resolve any claim arising out of or relating to these Terms or the Service. You and the Company each waive any objection to proceedings in such courts on grounds of venue or inconvenient forum, and you agree not to argue that the BVI courts do not have jurisdiction over you or such dispute. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive or equitable relief in any court of competent jurisdiction (and you agree that BVI courts are competent jurisdiction for you) to prevent or stop any actual or threatened infringement, misappropriation, or violation of our intellectual property, security, or other legal rights, or to address any unauthorized access to or misuse of the Service.
15.3 Arbitration Option: At the Company’s sole discretion, we may elect to have any dispute, claim, or controversy arising out of or relating to these Terms or the Service finally resolved by binding arbitration in lieu of litigation in the BVI courts. If the Company elects arbitration, it shall do so by providing you notice of its election in writing. In such case, the arbitration will be conducted in the English language under the rules of an established arbitration body (such as the BVI International Arbitration Centre (BVI IAC) Rules or UNCITRAL Arbitration Rules) as selected by the Company. The seat of arbitration shall be in the British Virgin Islands, unless otherwise required by law. Each party will bear its own costs of arbitration, and the arbitrator(s) shall have authority to award costs and attorneys’ fees to the prevailing party if they determine such an award is appropriate. Any award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement.
15.4 Class Action Waiver: You and the Company agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that neither party shall seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against the Company, to the extent permitted by law. If this class action waiver is found to be unenforceable in a particular case, then the entirety of this Dispute Resolution section (Section 15) may be deemed void with respect to that case, at the discretion of the Company, and the dispute may proceed in court.
15.5 Time Limitation: To the extent permitted by law, any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after such claim or cause of action arose. If a claim or cause of action is not filed within this time, then it is permanently barred.
15.2 Jurisdiction and Venue: If any dispute cannot be resolved informally, you and the Company irrevocably consent to the exclusive jurisdiction and venue of the courts of the British Virgin Islands to resolve any claim arising out of or relating to these Terms or the Service. You and the Company each waive any objection to proceedings in such courts on grounds of venue or inconvenient forum, and you agree not to argue that the BVI courts do not have jurisdiction over you or such dispute. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive or equitable relief in any court of competent jurisdiction (and you agree that BVI courts are competent jurisdiction for you) to prevent or stop any actual or threatened infringement, misappropriation, or violation of our intellectual property, security, or other legal rights, or to address any unauthorized access to or misuse of the Service.
15.3 Arbitration Option: At the Company’s sole discretion, we may elect to have any dispute, claim, or controversy arising out of or relating to these Terms or the Service finally resolved by binding arbitration in lieu of litigation in the BVI courts. If the Company elects arbitration, it shall do so by providing you notice of its election in writing. In such case, the arbitration will be conducted in the English language under the rules of an established arbitration body (such as the BVI International Arbitration Centre (BVI IAC) Rules or UNCITRAL Arbitration Rules) as selected by the Company. The seat of arbitration shall be in the British Virgin Islands, unless otherwise required by law. Each party will bear its own costs of arbitration, and the arbitrator(s) shall have authority to award costs and attorneys’ fees to the prevailing party if they determine such an award is appropriate. Any award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement.
15.4 Class Action Waiver: You and the Company agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that neither party shall seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against the Company, to the extent permitted by law. If this class action waiver is found to be unenforceable in a particular case, then the entirety of this Dispute Resolution section (Section 15) may be deemed void with respect to that case, at the discretion of the Company, and the dispute may proceed in court.
15.5 Time Limitation: To the extent permitted by law, any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after such claim or cause of action arose. If a claim or cause of action is not filed within this time, then it is permanently barred.
16. Miscellaneous
16.1 Entire Agreement: These Terms (together with any documents or policies expressly incorporated by reference, including the Privacy Policy and any additional program terms) constitute the entire agreement between you and the Company regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service. No oral or written information or advice given by the Company, or its agents or employees, shall create any additional Company warranties or obligations beyond those expressly stated in these Terms.
16.2 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. If any invalid provision can be modified or partially enforced to make it valid, the provision shall be deemed to be so modified or partially enforced.
16.3 Waiver: No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy by the Company preclude any other or further exercise of that or any other right, power, or remedy. A waiver by the Company of any provision of these Terms or any breach by you will be effective only if in writing and signed by a duly authorized representative of the Company, and will not constitute a waiver of any other provision or any future breach.
16.4 Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Company. Any attempt by you to assign these Terms without consent will be null and of no effect. The Company may assign or transfer these Terms or any rights or obligations hereunder freely to any third party, including in connection with any merger, acquisition, reorganization, or sale of assets, or by operation of law or otherwise. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s permitted successors and assigns.
16.5 No Third-Party Beneficiaries: These Terms are intended for the sole and exclusive benefit of the parties and are not intended to benefit any third party. No third party shall have any rights to enforce any terms herein, except as expressly provided in these Terms (for example, Indemnified Parties under Section 13 may invoke the indemnification clause). The agreement between you and the Company is fully and exclusively defined by these Terms, and there are no third-party beneficiaries.
16.6 Force Majeure: The Company shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by events beyond the reasonable control of the Company, including, but not limited to, acts of God, natural disasters, fire, flood, epidemics, pandemics, explosion, war, terrorism, civil unrest, governmental action, Internet or telecommunications failures, power outages, and other force majeure events. During the duration of such events, the Company’s obligations under these Terms will be suspended to the extent and for the time that they are affected by the force majeure.
16.7 Notices: The Company may provide notices or communications to you via email (to the address associated with your account), via in-Service notifications, or through postings on our website. You consent to receive communications from us electronically. Any notices to the Company should be sent to our official business address in the British Virgin Islands or to the email address provided in the Service or our website for legal notices (e.g., [email protected]), unless we specify an alternative method. Notices sent by email by you will be deemed delivered and received 24 hours after the email is sent (unless you receive an error message or bounce-back indicating it was not delivered); notices sent by mail will be deemed delivered 5 business days after sent via internationally recognized courier or mail service.
16.8 Language: These Terms are written in English, which the parties agree is the official language of these Terms’ text and interpretation. Any translation of these Terms into another language is provided for convenience only. In the event of any conflict or discrepancy between the English version and any translation, the English version shall prevail.
16.9 Headings: The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. They shall not limit or affect any provision of these Terms and are not to be used in interpreting the provisions of these Terms.
16.10 Relationship of Parties: You and the Company are independent contracting parties. Nothing in these Terms shall be deemed to constitute a partnership, joint venture, employment, or agency relationship between you and the Company. You have no authority to act on behalf of the Company or bind the Company in any manner. Each party will be solely responsible for payment of all wages, taxes, and other costs and obligations of its own personnel, and neither party shall represent to the contrary to any person.
16.2 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. If any invalid provision can be modified or partially enforced to make it valid, the provision shall be deemed to be so modified or partially enforced.
16.3 Waiver: No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy by the Company preclude any other or further exercise of that or any other right, power, or remedy. A waiver by the Company of any provision of these Terms or any breach by you will be effective only if in writing and signed by a duly authorized representative of the Company, and will not constitute a waiver of any other provision or any future breach.
16.4 Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Company. Any attempt by you to assign these Terms without consent will be null and of no effect. The Company may assign or transfer these Terms or any rights or obligations hereunder freely to any third party, including in connection with any merger, acquisition, reorganization, or sale of assets, or by operation of law or otherwise. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s permitted successors and assigns.
16.5 No Third-Party Beneficiaries: These Terms are intended for the sole and exclusive benefit of the parties and are not intended to benefit any third party. No third party shall have any rights to enforce any terms herein, except as expressly provided in these Terms (for example, Indemnified Parties under Section 13 may invoke the indemnification clause). The agreement between you and the Company is fully and exclusively defined by these Terms, and there are no third-party beneficiaries.
16.6 Force Majeure: The Company shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by events beyond the reasonable control of the Company, including, but not limited to, acts of God, natural disasters, fire, flood, epidemics, pandemics, explosion, war, terrorism, civil unrest, governmental action, Internet or telecommunications failures, power outages, and other force majeure events. During the duration of such events, the Company’s obligations under these Terms will be suspended to the extent and for the time that they are affected by the force majeure.
16.7 Notices: The Company may provide notices or communications to you via email (to the address associated with your account), via in-Service notifications, or through postings on our website. You consent to receive communications from us electronically. Any notices to the Company should be sent to our official business address in the British Virgin Islands or to the email address provided in the Service or our website for legal notices (e.g., [email protected]), unless we specify an alternative method. Notices sent by email by you will be deemed delivered and received 24 hours after the email is sent (unless you receive an error message or bounce-back indicating it was not delivered); notices sent by mail will be deemed delivered 5 business days after sent via internationally recognized courier or mail service.
16.8 Language: These Terms are written in English, which the parties agree is the official language of these Terms’ text and interpretation. Any translation of these Terms into another language is provided for convenience only. In the event of any conflict or discrepancy between the English version and any translation, the English version shall prevail.
16.9 Headings: The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. They shall not limit or affect any provision of these Terms and are not to be used in interpreting the provisions of these Terms.
16.10 Relationship of Parties: You and the Company are independent contracting parties. Nothing in these Terms shall be deemed to constitute a partnership, joint venture, employment, or agency relationship between you and the Company. You have no authority to act on behalf of the Company or bind the Company in any manner. Each party will be solely responsible for payment of all wages, taxes, and other costs and obligations of its own personnel, and neither party shall represent to the contrary to any person.