1. Introduction and Acceptance

These Terms of Service (the “Terms”) govern your access to and use of the hosting, infrastructure, colocation, network, and related services (the “Services”) provided by the IonSwitch entity identified in Section 3 (the “Provider,” “IonSwitch,” “we,” “us,” or “our”). “Customer,” “you,” and “your” mean the person or entity that orders or uses the Services.

By creating an account, submitting an order, signing a Service Order or Master Services Agreement that references these Terms, or using the Services, you agree to be bound by these Terms, the Acceptable Use Policy in Section 7 (the “AUP”), the Service Level Agreement in Appendix A (the “SLA”), and any Service Order or MSA you have executed (collectively, the “Agreement”). If you do not agree, do not use the Services.

If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

2. Definitions

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. The IonSwitch Entities are Affiliates of one another.
• “Customer Content” means all data, software, files, communications, and other material that you or your End Users store, transmit, or process using the Services.
• “Customer Equipment” means hardware and other tangible property owned or controlled by you and placed in a Facility under a Colocation Service.
• “End User” means any person or entity that accesses or uses your services or Customer Content, including customers of a Reseller.
• “Facility” means any data center or point of presence from which IonSwitch provides Services, including the CDA01 facility in Coeur d’Alene, Idaho, operated by IonSwitch NW LLC, and any other location identified in a Service Order.
• “IonSwitch Entities” means IonSwitch Parent LLC, IonSwitch NW LLC, and IonSwitch LLC, together with their successors and assigns.
• “MRC” means the recurring monthly fee for a given Service, excluding one-time fees, overages, and taxes.
• “MSA” means a Master Services Agreement executed in writing between you and an IonSwitch Entity.
• “Reseller” means a Customer that provides all or part of the Services to its own End Users.
• “Service Order” means a written or electronic order, quote, or order form for Services that has been accepted by IonSwitch, including orders placed through the client portal.

3. IonSwitch Entities and Contracting Party

3.1 The IonSwitch Entities

IonSwitch operates through the following related entities:

3.2 Which entity you are contracting with

• Default rule. Unless an MSA or Service Order expressly identifies a different IonSwitch Entity as the contracting party, your Agreement is with IonSwitch LLC, a Delaware limited liability company, and IonSwitch LLC is the “Provider” for all purposes under these Terms.
• MSA or Service Order controls. Where an MSA or Service Order names a specific IonSwitch Entity as the contracting party for a given Service, that entity is the Provider for that Service, and these Terms apply to that entity as if it were named throughout.
• Multiple entities. You may have Agreements with more than one IonSwitch Entity at the same time (for example, IonSwitch LLC for a bare metal server and IonSwitch NW LLC for a colocation cabinet). Each such Agreement is separate, and each Provider is responsible only for the Services it has agreed to provide.
• Facility services. Regardless of which IonSwitch Entity is your Provider, you acknowledge that Facility access, physical security, power, cooling, and remote hands at CDA01 are operated by IonSwitch NW LLC, and you agree to comply with IonSwitch NW LLC’s Facility rules, access procedures, and reasonable instructions while on its premises or with respect to Customer Equipment located there.
• Subcontracting. Any IonSwitch Entity may perform Services through, or delegate performance to, another IonSwitch Entity or a third-party subcontractor. The Provider remains responsible to you for the Services it has contracted to provide.
• Invoices and payments. Invoices may be issued by, and payments may be collected by, any IonSwitch Entity on behalf of the Provider. Payment to the invoicing entity discharges your obligation to the Provider.

3.3 Affiliates as beneficiaries; no liability of non-contracting entities

Each IonSwitch Entity that is not your Provider is an intended third-party beneficiary of the disclaimers, limitations of liability, indemnities, and dispute-resolution provisions of this Agreement and may enforce them directly. No IonSwitch Entity other than your Provider has any obligation or liability to you under this Agreement, and you agree not to assert any claim against IonSwitch Parent LLC or any other non-contracting IonSwitch Entity (or their members, managers, officers, or employees) arising from the Services, except to the extent such entity is expressly named as a Provider in an MSA or Service Order.

4. Order of Precedence

If there is a conflict among the documents making up the Agreement, the following order applies, from highest to lowest priority: (1) a signed MSA; (2) a Service Order; (3) the SLA; (4) these Terms, including the AUP; (5) any product description or documentation on our website. A Service Order may modify billing, term, notice, or SLA provisions for the Services it covers (colocation Service Orders commonly do) but may not expand IonSwitch’s liability beyond Section 21 unless the MSA expressly says so.

5. Accounts and Eligibility

• Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and capable of entering a binding contract.
• Accurate information. You must provide and maintain accurate, current, and complete account, contact, and billing information. We may suspend or terminate accounts registered with false information.
• Verification. We may require identity or business verification before activating Services, enabling certain features (such as outbound SMTP or BGP sessions), or processing certain payments, and may refuse service at our discretion.
• Credentials. You are responsible for maintaining the confidentiality of your account credentials and API keys, and for all activity under your account, whether or not authorized by you. Notify us immediately at [email protected] of any unauthorized use.
• Authorized contacts. You may designate additional technical, billing, or Facility-access contacts. You are responsible for their actions and for keeping the list current, including promptly removing contacts who leave your organization.
• Consumers. If you are an individual using the Services for purposes outside your trade, business, or profession, some provisions of these Terms (including certain limitations, waivers, and the arbitration provisions) may be limited by mandatory consumer-protection law in your jurisdiction. Nothing in these Terms limits rights you have under such laws that cannot be waived by contract.

6. Services

6.1 General

We will provide the Services described in your Service Order in accordance with the Agreement. Service descriptions on our website are for general information; the Service Order controls the specifications of what you have purchased. We may modify, upgrade, or replace underlying hardware, software, network paths, and Facilities at any time, provided the Services continue to materially conform to the Service Order. We may retire a Service or plan on at least 30 days’ notice, in which case we will offer a comparable Service or a pro-rata refund of prepaid fees for the retired Service.

6.2 Virtual Private Servers and Cloud Instances

• VPS resources (vCPU, RAM, storage, bandwidth) are provisioned as described in the Service Order. Resources are shared on multi-tenant hardware, and sustained use of the full allocated CPU, disk I/O, or network capacity in a manner that degrades service for other customers may be throttled or may require migration to a dedicated plan.
• We may live-migrate or, with notice where practicable, cold-migrate instances between hosts for maintenance, capacity, or reliability reasons.
• Snapshots and backups are provided only where expressly included in your plan. See Section 12.

6.3 Bare Metal and Dedicated Servers

• Bare metal servers are provisioned with the hardware configuration described in the Service Order. Hardware is owned by IonSwitch and leased to you for the term of the Service. You may not remove, replace, or physically modify IonSwitch hardware.
• We will replace failed IonSwitch-owned components within a commercially reasonable time after diagnosis. Data restoration is your responsibility unless a managed backup Service is included.
• Unless a managed Service is purchased, servers are unmanaged: you are responsible for the operating system, software, configuration, security, patching, and backups.

6.4 Colocation

The following applies where you place Customer Equipment in a Facility. These provisions may be supplemented or modified by a Colocation Service Order or MSA.

(a) Space and power. You are licensed to use the rack units, cabinet(s), or cage space and the power circuits specified in the Service Order. This is a license, not a lease, and creates no interest in real property. You must not exceed the contracted power draw (measured at the circuit, and on a per-circuit basis for redundant feeds), and must keep draw on redundant A/B circuits balanced so that loss of one feed does not overload the other. We may disconnect equipment that exceeds contracted draw or presents a safety hazard.

(b) Access.

• Locking cabinet colocation: designated authorized contacts receive badge and/or biometric credentials providing 24/7 access to the Facility and your cabinet(s).
• Shared colocation: access is by escort only, by appointment with 24 hours’ notice; emergency access subject to Emergency Remote Hands rates.
• Credentials are personal and non-transferable. Tailgating, propping doors, photographing other customers’ equipment, and accessing any area or equipment other than your own are prohibited. We may revoke access for any person who violates Facility rules, and may require government-issued photo ID at any time.
• You are responsible for all persons you admit or escort, including contractors and vendors.

(c) Customer Equipment. You retain title to Customer Equipment. You must keep an accurate inventory (make, model, serial number, rack position) and update it on request. Equipment must be in good working order, rack-mountable, properly labeled, and compliant with applicable safety standards. We may refuse or require removal of equipment that is unsafe, generates excessive heat or noise, interferes with other customers, or is not listed on your inventory.

(d) Installation and cabling. Basic rack and stack is provided per Appendix B. All cross-connects and inter-cabinet cabling are installed by IonSwitch or its designee; you may not run cable outside your cabinet or cage.

(e) Shipping and receiving. All inbound and outbound shipments require an open support ticket identifying the carrier, tracking number, contents, and expected date before arrival. We accept packages as a courtesy; IonSwitch has no liability for loss, theft, or damage to shipped equipment at any time, including while in our possession before installation or after removal, and you should insure shipments accordingly. Unannounced shipments may be refused. You pay all shipping, packaging, and handling costs, and remote hands rates apply to packing and de-installation.

(f) Insurance. You must maintain, at your expense, (i) commercial general liability insurance of not less than US $1,000,000 per occurrence and $2,000,000 aggregate, naming the Provider and IonSwitch NW LLC as additional insureds; (ii) property insurance covering the full replacement value of Customer Equipment; and (iii) workers’ compensation insurance as required by law for any personnel you send to the Facility. Certificates of insurance must be provided on request and at renewal.

(g) Facility conduct. No food, drink, smoking, vaping, flammable materials, or unauthorized photography in data halls. Packaging must be removed from the data hall. You must follow all posted rules and staff instructions. Damage to the Facility or other customers’ equipment caused by you or your invitees will be charged to you at cost plus a reasonable administrative fee.

(h) Removal on termination. Within 10 business days after termination or expiration of a Colocation Service, you must remove all Customer Equipment (subject to Section 6.4(i)) and leave the space in its original condition. Removal is scheduled by ticket during business hours unless otherwise agreed, and remote hands rates apply to any de-installation we perform.

(i) Lien. To secure payment of all amounts due, you grant IonSwitch a possessory lien and security interest in all Customer Equipment located in any Facility. If any amount is past due, we may refuse access to and removal of Customer Equipment until all amounts owed (including removal and storage charges) are paid in full. You authorize us to file such financing statements as we deem necessary to perfect this interest.

(j) Abandoned equipment. Customer Equipment that remains in a Facility more than 90 days after termination or expiration of the applicable Service, or more than 90 days after we notify you that it must be removed, is deemed abandoned. We will send notice to your last known email and postal address at least 30 days before treating equipment as abandoned. After that date, we may, at our discretion and without liability, sell, recycle, dispose of, or retain the equipment, apply any proceeds to amounts you owe, and invoice you for storage (at the then-current colocation rate for the space occupied) and disposal costs. You are responsible for wiping data from Customer Equipment before removal; we do not guarantee data destruction on abandoned equipment, though we will make commercially reasonable efforts to destroy storage media before disposal.

(k) Relocation. On at least 30 days’ notice, we may relocate your Customer Equipment within the Facility or to a comparable Facility at our expense, coordinating the move with you to minimize downtime.

6.5 Network Services, IP Addresses, and BGP

(a) Bandwidth. Bandwidth is provided as committed rate, burstable/95th percentile, or metered transfer as specified in the Service Order. Metered plans that exceed their monthly allocation are billed at $6.00 per TB, in whole-TB increments, unless the Service Order states otherwise. We do not guarantee throughput to any particular destination; end-to-end performance depends on third-party networks outside our control. Prospective customers are encouraged to test from our looking glass before ordering.

(b) IP addresses. IP addresses assigned by IonSwitch remain the property of IonSwitch (or its upstream registry) and are licensed to you only for the term of the Service. You acquire no ownership or right to transfer them, and they will be reclaimed on termination. We may renumber on reasonable notice where required by our registry, upstream, or network design. Assignments are subject to ARIN (or other applicable RIR) policy, and you must provide justification information on request. We do not guarantee that any IP space is reachable from every network on the Internet.

(c) Reputation. You must take reasonable steps to keep assigned IP addresses off blocklists and out of reputation databases. We will not replace IP addresses that are listed as a result of your or your End Users’ conduct, and may charge a $250 fee for replacement of listed addresses at our discretion. Invalid or abusive reverse DNS records may be removed without notice.

(d) BGP and customer-announced prefixes. Where you announce your own IP space via a BGP session with IonSwitch (AS964) or receive IP transit:

• You must provide a Letter of Authorization (LOA) for every prefix you will announce that is not directly assigned by IonSwitch, from the registered holder of that space.
• Every announced prefix must have a valid RPKI ROA authorizing your origin ASN and a matching IRR route/route6 object in a database we accept (e.g., RADB, ARIN, RIPE) before we will accept it. We filter strictly on these; prefixes with RPKI-invalid or missing IRR records will be rejected.
• You must not announce prefixes you are not authorized to originate, engage in BGP hijacking or route leaks, announce more-specifics of others’ space, or use AS-path manipulation to affect routing beyond what the Service Order permits.
• You must keep your ASN’s contact information current and respond to routing incidents within 24 hours.
• We may apply prefix limits, max-prefix, and other filters, and may withdraw or filter any announcement that threatens network stability.

(e) DDoS mitigation and blackholing. Where offered, DDoS mitigation is provided on a best-effort basis and is not guaranteed. We may, at any time and without prior notice, null-route (“blackhole”) any IP address or prefix that is the target or source of attack traffic where we determine that doing so is necessary to protect the network, the Facility, or other customers, whether or not the attack exceeds mitigation capacity. Services that are repeatedly targeted may be required to move to a protected plan, or may be suspended or terminated. Any Service that originates or participates in a DDoS attack will be suspended immediately. Blackhole events caused by attacks are excluded from the SLA.

(f) Cross-connects. Cross-connects are provided within Facilities as described in the Service Order, are installed and maintained only by IonSwitch or its designee, and are subject to one-time and recurring fees. Cross-connects to third-party networks are subject to the third party’s acceptance and terms.

(g) Network integrity. You must not run open DNS resolvers, open NTP/SNMP/memcached or other reflection-capable services accessible to the public, spoof source addresses, or operate in any way that facilitates amplification attacks. We may filter such traffic without notice.

6.6 Remote Hands and Professional Services

Remote hands are provided on request by ticket at the rates in Appendix B, in the minimum increments stated there. We perform remote hands under your direction and are not responsible for the outcome of instructions you give us (for example, data loss from a requested reinstall or power cycle). We may decline requests that are unsafe, outside our expertise, or that would require working on equipment not covered by your Service Order.

6.7 Managed vs. Unmanaged Services

Unless a Service Order expressly includes management, monitoring, or backup, all Services are unmanaged. Support for unmanaged Services is limited to the underlying infrastructure (hardware, hypervisor, network, power, cooling, and Facility) and does not include operating system, application, or configuration assistance.

7. Acceptable Use Policy

7.1 General

You may use the Services only for lawful purposes and in compliance with this AUP. You are responsible for the conduct of your End Users. We may investigate suspected violations and may suspend, filter, or terminate Services in accordance with Section 11.

7.2 Prohibited content and activities

The following are prohibited on or through the Services:

Illegal and harmful content

• Child sexual abuse material (CSAM) in any form. Any account found hosting or distributing CSAM will be terminated immediately without notice or refund and reported to the National Center for Missing & Exploited Children and law enforcement.
• Content that is illegal under the laws of the United States, the State of Washington, the State of Idaho, or the jurisdiction from which it is served, including content that infringes copyright, trademark, or other intellectual property rights; pirated software, media, or “warez”; and unlicensed distribution of controlled works.
• Content that is defamatory, harassing, threatening, or that incites violence; doxxing or non-consensual publication of personal information; non-consensual intimate imagery.
• Fraudulent, phishing, or deceptive sites, including replica or counterfeit sites and pages impersonating other persons or organizations.
• Unlicensed gambling, lotteries, or “bank debenture” and similar investment schemes; unlicensed money transmission or securities offerings; unlicensed pharmacies.
• Malware, ransomware, botnet command-and-control, exploit kits, credential-stuffing tools, cracking tools, key generators, or any code designed to compromise systems without authorization.

Network abuse

• Denial-of-service attacks, booter/stresser services, flood scripts, IP spoofing, or any tool whose primary purpose is network abuse.
• Port scanning, vulnerability scanning, or brute-force attacks against systems you do not own or have written authorization to test.
• Open DNS resolvers, open reflectors, or other services that can be abused for amplification.
• BGP hijacking, route leaks, or unauthorized prefix announcements (see Section 6.5).
• Public proxies, public or commercial VPN endpoints, Tor exit nodes, and anonymizer services. Private VPNs used solely by you, your employees, or your identified End Users for your own traffic are permitted.
• Attempting to circumvent bandwidth, resource, or security controls, or accessing other customers’ systems, data, or network segments.

Email

• Unsolicited bulk email of any kind, whether or not it complies with CAN-SPAM, and any email that violates CAN-SPAM, CASL, GDPR/PECR, or similar laws.
• Operating mailing lists without confirmed (double) opt-in and functioning unsubscribe.
• Outbound SMTP (port 25) is blocked by default. Customers with a legitimate need may request enablement, which is subject to verification and a refundable deposit of $250 per IP address, forfeitable on any spam-related listing or complaint attributable to your Service.
• Hosting or providing services to entities listed on Spamhaus ROKSO or comparable lists.

Resource abuse

• Cryptocurrency, token, or “proof-of-work” mining or similar sustained compute workloads on VPS plans.
• Traffic exchanges, auto-surf, click farms, HitLeap-type services, automated browsing, or bot networks.
• Processes that consume excessive shared resources or interfere with other customers.
• IRC servers, bouncers, and bots.

Adult content

• Adult content that is legal in the United States and in the jurisdiction from which it is served is permitted, provided it complies with 18 U.S.C. § 2257 record-keeping requirements where applicable, includes age verification where required by law, and is not accessible from the default landing page of a shared IP. CSAM and non-consensual content are strictly prohibited as above.

Other

• Use of the Services to violate export control or sanctions laws (Section 17).
• Providing Services to, or on behalf of, persons prohibited under Section 17 or previously terminated by IonSwitch.
• Reselling Services in violation of Section 8.
• Any use that exposes IonSwitch to civil or criminal liability, damages its reputation, or causes its IP space or ASN to be listed on reputation blocklists.

This list is illustrative, not exhaustive. We may determine in our reasonable judgment that other activities violate the spirit of this AUP.

7.3 Abuse reports and response

You must maintain a working abuse contact and respond substantively to abuse, blocklist, copyright, or security notices we forward to you within 24 hours. Failure to respond, or repeated abuse from the same account, may result in suspension of the affected Service or, for serious cases (including active attacks, CSAM, or malware distribution), immediate suspension of your entire account and network access.

7.4 Security of your Services

You are solely responsible for securing your servers, instances, applications, and Customer Equipment, including changing default credentials, applying security patches, and configuring firewalls. Compromised Services that are being used for abuse may be suspended or isolated without notice until remediated. We may, but are not obligated to, notify you of vulnerabilities we observe.

8. Resellers

You may resell Services to your own End Users, subject to the following:

• You remain the Customer of record and are fully responsible for all use of the Services by your End Users as if it were your own use, including compliance with the AUP and payment of all fees.
• You must bind your End Users to terms at least as protective of IonSwitch as these Terms, including the AUP, disclaimers, and limitations of liability, and must provide your End Users with your own support and abuse contact.
• You may not represent yourself as IonSwitch, use IonSwitch trademarks without written permission, or imply that IonSwitch has any direct relationship with your End Users.
• You must provide, on request, the identity and contact information of any End User associated with an abuse complaint or legal request within 24 hours.
• IonSwitch has no obligation to your End Users and may suspend or terminate Services used by an End User in violation of this Agreement without liability to you or the End User.
• Where you process personal data of End Users in the EU/UK, you are the controller of that data and IonSwitch is (at most) a sub-processor under Section 16.

9. Fees, Billing, and Payment

Colocation and other Services purchased under an MSA or Service Order are billed according to that document where it differs from this Section.

9.1 Fees and invoicing

Fees are as stated in the Service Order or, for portal orders, at the time of purchase. Recurring Services are billed in advance. Invoices for recurring Services are generated at least seven (7) days before the due date and delivered to your billing email and client portal. Usage-based charges (bandwidth overages, remote hands, power overages) are billed in arrears.

9.2 Payment and late fees

Payment is due on the invoice due date. Invoices more than three (3) days past due incur a late fee equal to the greater of 20% of the invoice total or $5.00, unless you have made prior written arrangements with our billing department. We may also charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

9.3 Non-payment: suspension and termination

• Services are suspended three (3) calendar days after the due date if unpaid.
• Services are terminated fourteen (14) calendar days after the due date if unpaid, and all data, configurations, IP addresses, and other information associated with the Service will be permanently deleted at that time without further notice.
• Reinstatement of a suspended Service is subject to payment in full of all outstanding amounts plus any reinstatement fee then in effect.
• Repeated non-payment may result in account termination and refusal of future service.
• For Colocation Services, suspension of network and power may occur on the schedule above, but Customer Equipment remains subject to the lien in Section 6.4(i) and the removal and abandonment provisions of Section 6.4.

9.4 Taxes

Fees exclude all taxes, duties, levies, and regulatory fees. You are responsible for all such amounts other than taxes on IonSwitch’s net income. If you claim tax-exempt status, you must provide a valid exemption certificate. If you are required by law to withhold any amount, you will gross up the payment so that IonSwitch receives the full invoiced amount.

9.5 Price changes

We may change fees for month-to-month Services on at least 30 days’ notice, effective at your next billing cycle after the notice period. Fees for Services with a fixed term will not increase during that term except for pass-through increases in power costs, taxes, or third-party charges (such as IP address registry fees) where the Service Order permits.

9.6 Refunds

• New customers may request a full refund for shared hosting and unmanaged VPS Services within two (2) days of initial signup.
• Existing customers who cancel within that window receive the refund as account credit.
• No refunds are available for bare metal servers, colocation, licenses, setup fees, overages, domain names, IP addresses, SSL certificates, remote hands, managed services, or any Service after the two-day window, except as expressly provided in the SLA or Section 6.1.
• Refunds are not available where the Service was suspended or terminated for violation of this Agreement.

9.7 Billing disputes and chargebacks

If you believe an invoice is incorrect, you must notify our billing department in writing within 30 days of the invoice date; undisputed portions remain payable. Initiating a chargeback, payment reversal, or dispute with a payment processor without first contacting us is a material breach and may result in immediate suspension or termination of all Services on your account, a chargeback fee of $50 plus any amounts charged to us by the processor, and reporting of your account details to fraud-prevention databases (such as FraudRecord) and, where warranted, law enforcement.

9.8 Account credit

Account credits are applied automatically to new invoices until exhausted, do not expire, are non-transferable, and may not be withdrawn or refunded as cash except where required by law. “Add Funds” invoices may be requested from the billing department by accounts in good standing.

9.9 Service transfers between accounts

Transfers of a Service between accounts require a ticket from the sending account stating the Service, hostname, and destination account email, and confirmation from the receiving account. Both accounts must be in good standing with no overdue invoices or open abuse matters. Transfers are approved at our discretion. The receiving account assumes all obligations for the Service.

9.10 Fraud

Any attempt to defraud IonSwitch, including use of stolen payment instruments, false identities, or evasion of prior terminations, results in immediate termination of all Services without refund and forfeiture of any account credit.

10. Term, Renewal, and Cancellation

• Term. Each Service has the initial term stated in the Service Order or, if none, is month-to-month.
• Automatic renewal. Services renew automatically for successive periods equal to the initial term (or month-to-month, for fixed-term Services after the initial term) unless cancelled in accordance with this Section. Where required by applicable law, we will send a renewal reminder before a fixed term renews.
• Cancellation by you. You may cancel month-to-month Services through the client portal at any time before the next renewal date; cancellation takes effect at the end of the current billing period and no partial-period refunds are given. Fixed-term Services may be cancelled effective at the end of the term with the notice stated in the Service Order (colocation Service Orders typically require 30–90 days’ written notice). Early termination of a fixed-term Service requires payment of all fees remaining for the term unless the Service Order provides an early termination fee.
• Cancellation by us. We may terminate any month-to-month Service for convenience on 30 days’ notice, and any Service at the end of its term on notice equal to the notice period applicable to you. We may terminate for cause under Section 11 at any time.

11. Suspension and Termination for Cause

11.1 Suspension

We may suspend some or all Services, with or without notice, if: (a) you fail to pay when due (Section 9.3); (b) we reasonably believe you or an End User have violated the AUP or are using the Services in a way that threatens the security, integrity, or availability of our network, Facilities, or other customers; (c) we receive a court order, subpoena, or governmental demand requiring suspension; (d) you fail to respond to an abuse notice within the required time; or (e) you initiate a chargeback. We will attempt to give notice before suspension where practicable and not prohibited, and will restore Services promptly once the cause is resolved. Fees continue to accrue during suspension for cause.

11.2 Termination for cause

Either party may terminate the Agreement (or any affected Service) on written notice if the other party materially breaches it and fails to cure within 5 days after notice, except that no cure period applies to breaches involving CSAM, malware distribution, active attacks, fraud, or repeat AUP violations, which permit immediate termination. We may also terminate immediately if you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy proceedings.

11.3 Effect of termination

On termination or expiration: (a) all fees accrued through the termination date, and for fixed-term Services all fees for the remainder of the term (unless terminated by you for our uncured breach), become immediately due; (b) your right to use the Services and any IP addresses ends; (c) we may delete all Customer Content and configurations associated with the terminated Services immediately upon termination, and have no obligation to retain or return data after that time; (d) Customer Equipment is handled under Section 6.4; and (e) Sections 3.3, 9, 11.3, 12, 15–22, 25–28, and any other provision that by its nature should survive, survive.

11.4 Data retrieval

Before termination takes effect, you are responsible for retrieving your Customer Content. We may, at our discretion and at then-current remote hands or professional services rates, assist with data export or provide a short extension for retrieval where the account is in good standing.

12. Data, Backups, and Security

• Backups. Unless your Service Order includes a backup Service, we do not back up Customer Content, and you are solely responsible for maintaining your own backups off-platform. Hardware, storage arrays, and software fail; we are not liable for data loss for any reason, including hardware failure, our error, migration, maintenance, or security incidents, except to the limited extent stated in Section 21.
• Backup Services. Where a backup Service is included, backups are taken on the schedule described in the Service Order, are provided on a best-effort basis, are not guaranteed to be complete or restorable, and should not be your only copy of critical data.
• Security. We maintain physical, technical, and administrative safeguards appropriate to an infrastructure provider, including Facility access controls, network monitoring, and staff access restrictions. However, no system is perfectly secure, and you acknowledge that Customer Content transmitted over or stored on the Internet may be accessed by unauthorized parties. You are responsible for encrypting sensitive Customer Content and for the security of your own systems.
• Incident notification. We will notify you without undue delay, and in any event within the time required by applicable law, if we become aware of a security incident affecting your personal data in our custody.

13. Maintenance

We may perform scheduled maintenance that affects the Services with at least 24 hours’ notice by email or status page, and will endeavor to schedule it during low-traffic windows. Emergency maintenance to address security vulnerabilities, hardware failure, or threats to the network or Facility may be performed at any time with as much notice as practicable, including none. Downtime during scheduled maintenance windows and emergency maintenance is excluded from SLA calculations.

14. Copyright Complaints and DMCA

IonSwitch respects intellectual property rights and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). Copyright owners who believe material on the Services infringes their rights may send a notice containing the elements required by 17 U.S.C. § 512(c)(3) to:

On receipt of a valid notice we will forward it to the relevant Customer, who must respond within 24 hours (Section 7.3), and may disable access to the material. Customers may submit a counter-notice under 17 U.S.C. § 512(g). We terminate the accounts of repeat infringers. IonSwitch is not responsible for infringing content hosted by Customers and acts only as an intermediary.

15. Legal Process and Law Enforcement

We may disclose Customer information and Customer Content to comply with a subpoena, warrant, court order, or other valid legal process, or where we believe in good faith that disclosure is necessary to prevent imminent harm, investigate fraud or abuse, or protect our rights, property, or customers. Where legally permitted and practicable, we will notify you of a request for your information before responding, so that you may seek a protective order. You are responsible for responding to legal process directed at your End Users’ data. We may charge reasonable costs for compliance with legal process to the extent permitted by law, and will bill you for time spent responding to process arising from your or your End Users’ conduct at professional services rates.

16. Privacy and Data Protection

16.1 Information we collect

To provide the Services we collect and process: account and contact information; billing and payment details (payment card numbers are processed by our payment processors and not stored by us); identity verification information where requested; Facility access records including badge and biometric access logs and CCTV footage; technical information such as IP addresses, login records, NetFlow/sFlow and traffic metadata, support tickets, and system logs; and information you provide to us.

16.2 How we use it

We use this information to provide, secure, bill for, and support the Services; to detect and prevent abuse and fraud; to comply with legal obligations; to communicate with you about the Services; and, with your consent or where permitted by law, to send marketing communications. We do not sell personal information.

16.3 Sharing

We share personal information with the other IonSwitch Entities as needed to provide the Services; with service providers (payment processors, email delivery, fraud prevention, upstream network providers) under confidentiality obligations; as required by law or legal process (Section 15); with fraud-prevention services in cases of chargebacks or fraud; and in connection with a merger, acquisition, or sale of assets.

16.4 Retention

We retain account and billing records for as long as your account is active and thereafter as required for tax, accounting, and legal purposes (generally 7 years). Access logs and traffic metadata are retained for 90 days–1 year for security and abuse investigation. Customer Content is retained only as described in Sections 11.3 and 12.

16.5 Marketing email

New accounts are subscribed to our product and service announcements. You may opt out at any time via the client portal or the unsubscribe link in each message. Transactional, billing, security, abuse, maintenance, and other Service-related messages are sent regardless of marketing preferences because they are necessary to operate the Services.

16.6 EU/UK customers and international transfers

If you are located in the European Economic Area, the United Kingdom, or Switzerland: (a) IonSwitch LLC is the controller of your account, billing, and Facility access data, and (in respect of Customer Content) a processor acting on your instructions; (b) the Services are provided from the United States and your data will be transferred to and processed in the United States; (c) we will, on request, enter into a Data Processing Addendum incorporating the EU Standard Contractual Clauses and UK International Data Transfer Addendum, and (d) you have the rights of access, rectification, erasure, restriction, portability, and objection provided by GDPR/UK GDPR, which you may exercise by contacting [email protected]. You also have the right to lodge a complaint with your supervisory authority. Our legal bases for processing are performance of the contract, compliance with legal obligations, our legitimate interests in operating and securing the Services, and consent for marketing.

16.7 Customer Content

IonSwitch does not monitor Customer Content in the ordinary course. We access Customer Content only as necessary to provide the Services, respond to your support requests, investigate suspected abuse or security incidents, or comply with law. As between the parties, you are responsible for the lawfulness of Customer Content and for obtaining any consents required from your End Users.

16.8 California residents

California residents have rights under the CCPA/CPRA to know, delete, correct, and opt out of sale or sharing of personal information. We do not sell or share personal information for cross-context behavioral advertising. To exercise these rights contact [email protected].

17. Export Controls and Sanctions

The Services are subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control (OFAC). You represent that neither you nor any End User is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or listed on any U.S. government restricted-party list. You will not use, or permit the use of, the Services to export, re-export, or transfer any data, software, or technology in violation of these laws, and you will not use the Services for any prohibited end use.

18. Intellectual Property

• IonSwitch property. IonSwitch and its licensors own all rights in the Services, Facilities, IonSwitch hardware and software, network design, documentation, trademarks, and any improvements or derivative works, including any suggestions or feedback you provide, which you assign to IonSwitch (or, where assignment is not possible, license perpetually and royalty-free). You may not reverse engineer, copy, or create derivative works of any IonSwitch software or systems, or use IonSwitch’s names or marks without written permission.
• Customer Content. You retain all rights in Customer Content. You grant IonSwitch a limited, non-exclusive license to host, store, transmit, cache, and display Customer Content solely as necessary to provide the Services.
• Third-party software. Operating systems, control panels, and other third-party software provided with the Services are licensed under their own terms, which you must comply with. Licenses are non-transferable and terminate with the Service.

19. Confidentiality

Each party will keep confidential any non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential (including pricing, network design, Facility security details, and the terms of any MSA), will use it only to perform under the Agreement, and will protect it with at least reasonable care. This obligation does not apply to information that is public through no fault of the recipient, independently developed, or rightfully received from a third party, and does not prevent disclosure required by law provided the recipient gives prompt notice where permitted. This Section survives for three (3) years after termination, and indefinitely for Facility security information.

20. Warranties and Disclaimers

Each party warrants that it has the authority to enter into this Agreement. IonSwitch warrants that it will provide the Services in a professional and workmanlike manner in material conformance with the Service Order; your sole remedy for breach of this warranty is the service credits in the SLA and, if the breach is not cured, termination under Section 11.2.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, IONSWITCH AND THE IONSWITCH ENTITIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. IONSWITCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DATA WILL NOT BE LOST, OR THAT ANY IP ADDRESS WILL BE REACHABLE FROM ANY PARTICULAR NETWORK. YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION, USE, AND SUITABILITY OF THE SERVICES FOR YOUR PURPOSES.

Some jurisdictions do not allow the exclusion of implied warranties for consumers, so some of the above may not apply to you.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER IONSWITCH NOR ANY IONSWITCH ENTITY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE TOTAL AGGREGATE LIABILITY OF IONSWITCH AND ALL IONSWITCH ENTITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY YOU FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SERVICE CREDITS UNDER THE SLA ARE YOUR SOLE AND EXCLUSIVE REMEDY FOR SERVICE INTERRUPTIONS AND DOWNTIME.

(c) IONSWITCH IS NOT LIABLE FOR LOSS OF OR DAMAGE TO CUSTOMER EQUIPMENT OR CUSTOMER CONTENT, INCLUDING FROM POWER EVENTS, ENVIRONMENTAL EVENTS, THEFT, OR ACTS OF THIRD PARTIES, EXCEPT TO THE EXTENT CAUSED BY IONSWITCH’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND THEN ONLY SUBJECT TO THE CAP IN (b).

4. The limitations in this Section do not apply to (i) liability that cannot be limited by law, including for death or personal injury caused by negligence, or fraud; (ii) your payment obligations; (iii) your indemnification obligations; or (iv) your breach of the AUP, Section 17, or Section 18. The parties agree that these limitations are an essential basis of the bargain and reflect the allocation of risk in the pricing of the Services.

22. Indemnification

22.1 By you

You will defend, indemnify, and hold harmless IonSwitch, each IonSwitch Entity, and their respective members, managers, officers, employees, contractors, and agents from and against all claims, demands, suits, proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Content or your or your End Users’ use of the Services; (b) your or your End Users’ violation of this Agreement, the AUP, or applicable law; (c) any claim that Customer Content or your services infringe or misappropriate a third party’s rights; (d) Customer Equipment, including its condition, installation, or removal, and any injury or damage caused by you or your invitees at a Facility; (e) claims by your End Users; (f) taxes for which you are responsible; and (g) any security breach of your systems or Services caused by your failure to secure them. We will notify you promptly of any claim and may participate in the defense with counsel of our choosing at our expense; you may not settle any claim in a manner that imposes obligations on or admits fault by IonSwitch without our written consent.

22.2 By IonSwitch

IonSwitch will defend you against any third-party claim that the Services, as provided by IonSwitch and used in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement, subject to Section 21(b). This obligation does not apply to claims arising from Customer Content, Customer Equipment, third-party software, combinations with items not provided by IonSwitch, or use in violation of this Agreement. If the Services are enjoined, IonSwitch may modify or replace them, or terminate the affected Service and refund prepaid fees for the unused portion. This Section states IonSwitch’s entire liability for infringement.

23. Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, failures of upstream network providers or Internet exchanges, denial-of-service attacks, and shortages of equipment or power. The affected party will give prompt notice and use reasonable efforts to resume performance. If a force majeure event prevents performance of a Service for more than 30 consecutive days, either party may terminate the affected Service on notice, and IonSwitch will refund prepaid fees for the unperformed period.

24. Insurance

IonSwitch maintains commercial general liability and property insurance appropriate to its operations. Customer insurance requirements for Colocation Services are set out in Section 6.4(f). Neither party’s insurance limits the other party’s obligations under this Agreement.

25. Dispute Resolution and Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION OF DISPUTES AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS.

25.1 Informal resolution first

Before starting arbitration or any other proceeding, the party raising a dispute must send written notice describing the dispute and the relief sought to the other party (to IonSwitch at [email protected] and the address in Section 29; to you at your account email). The parties will attempt in good faith to resolve the dispute for at least 30 days after the notice.

25.2 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including its formation, validity, breach, termination, or scope, and including disputes with any IonSwitch Entity, that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules or, for individual consumers, its Consumer Arbitration Rules, as then in effect. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted by a single arbitrator. The seat of arbitration is Spokane County, Washington; hearings will take place in Spokane, Washington, unless the parties agree otherwise or the rules permit remote hearings, and claims under $25,000 may be resolved on documents only. The arbitrator may award any relief a court could award to the individual claimant, must follow this Agreement, and will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction. Arbitration fees will be allocated under the applicable AAA rules; for consumers, IonSwitch will pay filing fees exceeding the amount of a court filing fee where the claim is under $10,000 and not frivolous.

25.3 Class action and jury waiver

All disputes will be arbitrated on an individual basis. You and IonSwitch waive the right to a trial by jury and the right to bring or participate in any class, collective, consolidated, or representative action or arbitration. The arbitrator may not consolidate claims of more than one customer or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim will be severed and litigated in court under Section 25.5, with the remainder of the dispute arbitrated.

25.4 Exceptions

Either party may (a) bring an individual claim in small claims court in Spokane County, Washington (or, for consumers, in the county of your residence) if the claim qualifies; (b) seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, Facility security, or network integrity, or to enforce the lien in Section 6.4(i); and (c) for IonSwitch, bring an action in court to collect unpaid fees. Claims relating to CSAM or other criminal conduct are not subject to arbitration.

25.5 Venue for non-arbitrable matters

For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Spokane County, Washington, and waive any objection based on inconvenient forum.

25.6 Consumer opt-out

If you are an individual consumer, you may opt out of Sections 25.2 and 25.3 by sending written notice to [email protected] within 30 days after first accepting these Terms, stating your name, account email, and that you opt out of arbitration. Opting out does not affect any other provision.

25.7 EU/UK consumers

If you are a consumer resident in the EU or UK, nothing in this Section deprives you of the protection of mandatory consumer laws of your country of residence, including the right to bring proceedings in your local courts, and the arbitration and class waiver provisions apply only to the extent permitted by those laws.

25.8 Time limit

Any claim against IonSwitch must be commenced within one (1) year after the cause of action accrues, or it is permanently barred, except where a longer period is required by non-waivable law.

26. Governing Law

This Agreement is governed by the laws of the State of Washington and applicable U.S. federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Notwithstanding the foregoing, matters relating to the lien on, and possession, removal, or disposal of, Customer Equipment located in the State of Idaho may be governed by Idaho law to the extent Idaho law mandatorily applies to property located there.

27. Changes to These Terms

We may update these Terms, the AUP, the SLA, and Appendix B from time to time. We will post the updated version at ionswitch.com/legal with a new version number and effective date, and for material changes will give at least 30 days’ notice by email to your account address before they take effect. Changes required by law or to address security or abuse may take effect immediately with notice. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a material change, you may cancel the affected Services before the effective date and receive a pro-rata refund of prepaid fees for any fixed-term Service. Changes do not apply to a signed MSA except as the MSA provides.

28. General Provisions

• Entire agreement. The Agreement (as defined in Section 1) is the entire agreement between the parties regarding the Services and supersedes all prior agreements, proposals, and communications, oral or written, on that subject.
• Assignment. You may not assign or transfer this Agreement or any Service without our written consent (Section 9.9 governs portal transfers). IonSwitch may assign this Agreement, in whole or in part, to any IonSwitch Entity or to a successor in connection with a merger, acquisition, reorganization, or sale of assets, on notice to you.
• Notices. Notices to you will be sent to your account email and are effective when sent. Notices to IonSwitch must be sent to [email protected] with a copy by mail to the address in Section 29, and are effective on receipt. Routine operational and support communications may be made through the client portal.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
• No third-party beneficiaries. Except for the IonSwitch Entities under Section 3.3 and indemnified persons under Section 22, there are no third-party beneficiaries of this Agreement, and End Users have no rights under it.
• Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full force.
• Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later. Waivers must be in writing.
• Interpretation. Headings are for convenience only. “Including” means “including without limitation.” No rule of construction against the drafter applies.
• Language. These Terms are written in English. Any translation is for convenience only, and the English version controls.
• Government use. The Services are commercial items; any use by a U.S. government entity is subject to these Terms as permitted by FAR 12.212 and DFARS 227.7202.
• Counterparts and electronic signatures. Any Service Order or MSA may be executed electronically and in counterparts.

29. Contact

Appendix A — Service Level Agreement

Version 2.0 — Effective September 10th, 2026

This SLA applies to VPS, bare metal, colocation network, and IP transit Services unless a Service Order provides a different SLA.

A.1 Definitions

• “Monthly Availability” = (Total Minutes in the calendar month − Downtime) ÷ Total Minutes in the month × 100%.
• “Downtime” means the total minutes in a month during which the affected Service is Unavailable, as measured by IonSwitch’s monitoring systems, beginning when IonSwitch’s monitoring detects the condition or you open a ticket (whichever is earlier) and ending when the Service is restored.
• “Unavailable” means: for network, the Service cannot pass traffic to or from the Internet via IonSwitch’s network due to failure of IonSwitch’s network equipment or upstream connectivity; for bare metal and VPS, the server or host is powered off or unresponsive due to failure of IonSwitch-provided hardware, hypervisor, power, or cooling; for colocation, loss of power on all contracted circuits (or the sole circuit for non-redundant service) or loss of Facility cooling causing ambient temperatures outside ASHRAE A1 allowable range for more than 15 consecutive minutes.
• “Credit Hours” are converted to a monetary credit as: Credit = (Credit Hours ÷ 720) × MRC of the affected Service. (For example, 24 Credit Hours = 1/30 of the MRC.)

A.2 Availability commitment and credits

IonSwitch targets 99.99% Monthly Availability for each covered Service. If Monthly Availability falls below 99.99%, you are eligible for the credit corresponding to the cumulative Downtime in that month:

For colocation, power and cooling Downtime is credited against the space/power MRC; network Downtime is credited against the bandwidth/cross-connect MRC.

A.3 Exclusions

Downtime does not include, and no credit is available for, unavailability caused by:

1. Scheduled maintenance announced under Section 13, or emergency maintenance;
2. Your equipment, software, configuration, applications, or Customer Content, or that of your End Users;
3. Your failure to maintain redundant power connections on A/B circuits, or exceeding contracted power draw;
4. DDoS or other attacks against your Service, including any blackholing under Section 6.5(e);
5. Suspension or termination under Sections 9 or 11;
6. Third-party networks, Internet exchanges, peering partners, DNS, or destinations outside IonSwitch’s network, including routing decisions made by other networks;
7. Force majeure events (Section 23);
8. Failures of Customer-managed operating systems or software on unmanaged Services;
9. Beta, trial, free, or complimentary Services, and DDoS mitigation itself;
10. Your requests (e.g., a reinstall, power cycle, or remote hands action you directed).

A.4 Claims

To receive a credit you must open a ticket with the billing department within seven (7) days after the end of the month in which the Downtime occurred, identifying the Service, the dates and times of Downtime, and the ticket numbers or evidence supporting the claim. We will verify against our monitoring records, whose determination is final absent manifest error. Credits are applied to a future invoice, are not payable in cash, and are forfeited if the Service is cancelled before the credit is applied.

A.5 Limits

Total credits for a Service in any month will not exceed 100% of that Service’s MRC. Credits are your sole and exclusive remedy for any failure to meet this SLA. Accounts with overdue invoices or open AUP matters are not eligible for credits.

Appendix B — Colocation Remote Hands and Facility Fees

Version 2.0 — Effective September 10th, 2026 —

Remote hands work is billed in the minimum increment shown and in 15-minute increments thereafter. Remote hands are performed at your direction; IonSwitch is not responsible for outcomes of instructions you provide. Parts, consumables, and shipping are billed at cost plus 35%. IonSwitch may decline requests that are unsafe or outside the scope of basic physical intervention.

Prior version: v1.0, May 2017. Material changes in v2.0 include: identification of the IonSwitch Entities and contracting party; expanded colocation, network, and BGP terms; revised AUP; privacy, data protection, and DMCA provisions; binding arbitration and class action waiver; and a restructured SLA with defined terms, exclusions, and claims process.