SentraIP — Master License Agreement
Version 1.3
The following (this “Agreement”) sets out the terms of the agreement between Move Forward Limited, a company registered in Ireland with registered office at Apt 8 The Tannery, 50 Cork Street, Dublin 8, D08 VH93, Ireland, VAT No. IE3709724BH (“Move Forward”, “we”, “us” or “our”), operator of the SentraIP service, and You or Your organization as the licensee of SentraIP (“Licensee”, “You” or “Your”).
By registering for, accessing, downloading from, or otherwise using SentraIP, or by accepting this Agreement through any electronic or written means, You agree to be bound by the terms of this Agreement. If You do not agree to these terms, You may not access or use SentraIP.
Please review the terms carefully.
1. Background
Move Forward operates SentraIP, an IP intelligence data subscription. SentraIP delivers continuously updated IP reputation and threat-intelligence datasets — covering proxy, Tor, VPN, spam, datacenter and cloud, and threat intelligence — for the Licensee to download to its own infrastructure and process locally.
SentraIP is a data subscription, not a per-request lookup service. The Licensee downloads the Datasets to its own servers and processes them within its own systems (for example, in a firewall, SIEM, DNS blocklist or fraud stack). There is no per-request billing and, in this standard model, no runtime exposure of the Licensee’s traffic or its end users’ IP addresses to Move Forward.
The Service comprises six datasets, each updated on its own schedule:
| Dataset | Content | Update frequency |
|---|---|---|
| Proxy | Aggregated proxy IP ranges from 16+ sources | Hourly |
| Tor Exit Nodes | Current list of active Tor exit nodes | Hourly |
| Threat Intelligence | IPs appearing in 3+ independent blacklists, flagged malicious | Hourly |
| Spam | Consolidated spam blocklists from 10+ sources | Every 3 hours |
| VPN | Known VPN provider IP ranges | Weekly |
| Datacenter & Cloud | IP ranges of major cloud providers and datacenters | Weekly |
Datasets are made available in multiple formats (currently MMDB, CSV, Parquet and Zone), for IPv4 and IPv6, and at Light (boolean flags) or Full (all fields, provider details, timestamps) granularity. The specific datasets, formats, IP versions, granularity levels and download frequencies available to the Licensee are determined by the Licensee’s Subscription Plan.
2. Definitions
In this Agreement, the following terms have the meanings set out below:
(a) “Service” or “SentraIP Service” means the SentraIP IP intelligence data subscription, including the platform, customer panel and download endpoints hosted at app.sentraip.com (and any successor or related domains), together with any associated dashboards and supporting infrastructure made available by Move Forward.
(b) “Datasets” means the IP reputation, classification and threat-intelligence database files made available for download through the Service, in any of the supported formats, IP versions and granularity levels.
(c) “Licensed Materials” means, collectively, the Service, the Datasets and the Documentation.
(d) “Documentation” means the applicable guides, format specifications, service descriptions, technical specifications and user manuals made available by Move Forward.
(e) “Token” means an access credential issued by Move Forward that enables the Licensee to authenticate to the Service and download Datasets. The number of Tokens and their capabilities are determined by the Subscription Plan.
(f) “Derivative Work” means any software product, application, platform or service developed by the Licensee that integrates or otherwise relies on the Datasets.
(g) “End User” means a third-party customer of the Licensee who uses or benefits from a Derivative Work.
(h) “Subscription Plan” means the specific tier of access held by the Licensee — being Free, Starter, Pro, Ultra or Enterprise — as specified in the applicable order, invoice or online sign-up, including its Token count, accessible Datasets, available formats and IP versions, granularity levels and download frequency.
(i) “License Type” means the category of use rights granted to the Licensee, specified as either a “Standard License”, an “Integration License” or a “Redistribution License” in the applicable order or sign-up. Where no License Type is expressly specified, the Standard License shall apply.
(j) “Third-Party Data” means data included in the Datasets that is sourced from third-party or open-source providers, as further described in Section 9.
(k) “Confidential Information” has the meaning given in Section 12.
3. Grant of Rights
Subject to the terms and conditions of this Agreement, and to timely payment of all applicable fees, Move Forward grants to the Licensee a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted below), worldwide right to access the Service and to download and use the Datasets during the term of this Agreement, subject to the specific restrictions of the License Type held:
(a) Standard License. The Licensee may download the Datasets and use them solely for the Licensee’s own internal business purposes (for example, feeding firewalls, SIEMs, DNS blocklists, fraud or access-control systems). Redistribution of the Datasets, in whole or in part, to any third party is strictly prohibited.
(b) Integration License. The Licensee may, in addition to the rights under the Standard License, incorporate the Datasets into a Derivative Work made available to the Licensee’s own End Users, provided that the Datasets are used only to inform decisions within that Derivative Work and are not exposed, exported, sold or made available to End Users as a stand-alone dataset, data feed, download or lookup service.
(c) Redistribution License. The Licensee may, in addition to the rights under the Integration License, reproduce and distribute the Datasets as an embedded component of a Derivative Work to End Users, and grant End Users a limited, non-exclusive right to use them solely as part of that Derivative Work. A Redistribution License is available only by separate written agreement and may be subject to additional fees and conditions, including the flow-down obligations relating to Third-Party Data described in Section 9.
All rights are conditioned on the Licensee’s compliance with the Token count, accessible-Dataset scope, format and IP-version limits, granularity levels and download-frequency quotas of the applicable Subscription Plan.
4. Reservation of Rights
Move Forward and its licensors retain all right, title and interest (including, without limitation, all copyright, database rights, trade secrets and other intellectual property rights) in and to the Licensed Materials, and to the form and content of each. Move Forward also reserves all rights not expressly granted to the Licensee under this Agreement.
Except as expressly permitted by this Agreement, no portion of the Licensed Materials may be copied, reproduced, modified, published, uploaded, posted, transmitted, sold or distributed in any way without Move Forward’s prior written consent. Neither the access granted to the Licensee nor any provision of this Agreement transfers to the Licensee any title to, or ownership interest in, the Licensed Materials (or any component thereof); the Licensee receives only a limited right of access and use as expressly set out herein.
5. Permitted Purposes
The Licensee’s use of the Datasets is restricted to lawful business purposes, including firewall and network security, DNS blocklisting, SIEM enrichment, ad-fraud and traffic-quality analysis, fraud prevention, e-commerce and checkout protection, access control and authentication, and security research, in each case subject to the applicable License Type as described in Section 3.
6. License Restrictions
Except as expressly permitted under the applicable License Type, the Licensee shall not, and shall not permit any third party to:
(a) allow anyone other than the Licensee and the Licensee’s employees, contractors and authorized agents (each acting on the Licensee’s behalf and bound by confidentiality obligations no less protective than those in this Agreement) to access the Service, the Datasets or the Tokens;
(b) resell, redistribute, sublicense, lease, rent, broadcast, publish, re-host or otherwise make the Datasets available to any third party as a stand-alone product, download, feed or service;
(c) use the Licensed Materials to build, train, populate, enrich or maintain any database, lookup service, threat-intelligence feed, machine-learning model or other product or service that competes with, or could substitute for, the Datasets;
(d) use the Licensed Materials in any manner that infringes any copyright, intellectual property right, contractual right or other proprietary right of Move Forward, its licensors or any third party;
(e) remove, obscure or alter any proprietary notice, copyright notice, attribution or terms of use contained in or accompanying the Licensed Materials (including the attribution required under Section 9);
(f) reverse engineer, decompile, disassemble, probe, scrape or otherwise attempt to derive the source, structure or non-public composition of the Service, except to the extent such restriction is prohibited by applicable law;
(g) circumvent or attempt to circumvent any Token limit, download quota, rate limit, plan-scope restriction, authentication mechanism, or usage-monitoring control of the Service, including by creating multiple accounts or sharing Tokens to exceed the entitlements of the Subscription Plan; or
(h) use the Licensed Materials in connection with any unlawful, fraudulent, harmful, harassing, discriminatory or rights-infringing activity, including any unlawful surveillance or profiling of individuals, or any use that violates the privacy rights of any person.
Under a Redistribution License, the Licensee shall include in its end-user terms restrictions no less protective than those set out in this Section, and shall comply with the flow-down obligations in Section 9.
7. Retention and Deletion of Datasets
The Datasets are licensed, not sold, for the duration of the Licensee’s subscription only. The Licensee may store and use downloaded Datasets within its own infrastructure during the term of its Subscription Plan for its permitted use, and should re-download Datasets in line with their update frequency to ensure currency.
Upon termination or expiry of this Agreement, the Licensee shall cease all use of the Datasets and delete all copies in its possession or control, except (i) records the Licensee is required to retain for legitimate legal, audit or fraud-investigation purposes, and (ii) as expressly permitted for End Users under a Redistribution License (Section 18).
8. Ownership and Intellectual Property Rights
The Licensee acknowledges that it acquires no ownership rights in the intellectual property of Move Forward or its licensors, and that all such rights, including in the Service, the Datasets and the underlying databases, belong exclusively to Move Forward or its respective licensors. The Licensee retains all rights in its own Derivative Works, excluding the Licensed Materials and any Move Forward or third-party materials embedded therein.
9. Third-Party and Open-Source Data
The Datasets are aggregated and derived from multiple third-party and open-source threat-intelligence sources. Such source data remains subject to the rights and licenses of its respective owners, and the Licensee’s use of it is subject to those terms in addition to this Agreement. The Licensee shall preserve any third-party or open-source notices that accompany the Datasets and shall not represent the Datasets, or any data derived from them, as originating solely from the Licensee.
Move Forward does not control, generate or independently verify the underlying third-party sources, and makes no representation or warranty as to the accuracy, completeness, currency or identification reliability of any third-party-sourced data. Move Forward shall have no liability arising out of or relating to such third-party-sourced data. The disclaimers and limitations in Sections 15 and 16 apply to such data in full.
10. Acceptable Use
The Licensee shall use the Licensed Materials responsibly and in good faith. Without limiting Section 6, the Licensee shall not use the Licensed Materials to (a) take any action that is unlawful in the jurisdiction where the Licensee or its End Users operate; (b) discriminate against, harass, stalk or harm any individual; (c) make solely automated decisions producing legal or similarly significant effects on individuals in a manner that violates applicable law; or (d) interfere with, disrupt, degrade or impose an unreasonable load on the Service or its infrastructure. Move Forward may suspend access immediately where it reasonably believes the Service is being used in breach of this Section, with notice provided as soon as reasonably practicable.
11. Free Plan
The Free Subscription Plan is made available at no charge and on an entirely “as is” and “as available” basis, with no obligation or claim of any kind owed by Move Forward. Notwithstanding any other provision of this Agreement:
(a) the Free Plan carries no service-level commitment, no support obligation and no availability or accuracy guarantee of any kind;
(b) the Free Plan is subject to reduced entitlements (including a limited number of Tokens, a limited set of Datasets, IPv4-only access, Light granularity and a limited download frequency), which Move Forward may set and change at its sole discretion;
(c) Move Forward may modify, limit, suspend or discontinue the Free Plan, or the Licensee’s access to it, at any time, with or without notice and without any liability, refund or compensation;
(d) to the maximum extent permitted by applicable law, Move Forward’s aggregate liability arising out of or relating to the Free Plan is excluded in its entirety, and the Licensee uses the Free Plan entirely at its own risk; and
(e) the Free Plan must not be relied upon for production-critical, safety-critical or other high-reliance purposes.
Use of the Free Plan constitutes acceptance of this Section. All other provisions of this Agreement apply to the Free Plan except to the extent they conflict with this Section, in which case this Section prevails.
12. Confidentiality
Each party may have access to confidential, proprietary or trade-secret information of the other party, including (in the case of Move Forward) the Service, the Datasets, the Tokens, the Documentation, non-public technical information and pricing (collectively, “Confidential Information”). The receiving party shall use Confidential Information only for the purposes contemplated by this Agreement and shall not intentionally disclose or make Confidential Information available to any third party without the prior written consent of the disclosing party, except to its employees, contractors and advisors who need to know it and who are bound by confidentiality obligations.
In particular, the Licensee shall not publish to any third party the results of any benchmark, evaluation or comparison of the Service against competing products without Move Forward’s prior written consent. Neither party shall make public announcements concerning the other party or this Agreement, or discuss the other party or this Agreement with the press, without the other party’s prior written consent. This Section does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or must be disclosed by law (in which case the receiving party shall, where lawful, give prompt notice).
13. Fees, Billing and Money-Back Guarantee
Move Forward’s current Subscription Plans and fees are published on the SentraIP website (https://sentraip.com) and/or set out in the applicable order or invoice. SentraIP is sold on a subscription basis (monthly or annual), and there is no per-request billing.
(a) Billing. Monthly plans are billed monthly; annual plans are billed upfront. The Licensee may cancel at any time, with cancellation taking effect at the end of the then-current billing period; no further charges accrue after the effective date of cancellation.
(b) Money-back guarantee. All paid Subscription Plans include a 14-day money-back guarantee from the start of the initial paid subscription, in accordance with the terms published on the website. The Free Plan involves no payment and is not subject to this guarantee.
(c) Enterprise. The Enterprise Subscription Plan is provided on bespoke terms to be agreed in a separate written order, including its Token count, accessible Datasets, formats, fees, update frequency, service levels and any custom integrations; until such terms are agreed and executed, no Enterprise rights arise under this Agreement.
(d) Plan limits. Download frequency, Token count, Dataset scope, formats and granularity are enforced according to the Subscription Plan. Exceeding plan limits may result in throttling or suspension of downloads rather than additional charges, unless otherwise agreed.
Except for the money-back guarantee and as otherwise expressly provided in this Agreement, fees paid are non-refundable. Move Forward may change its fees on at least thirty (30) days’ prior written notice, with any change taking effect at the start of the Licensee’s next billing cycle following the notice period.
14. Taxes and Duties
All fees are exclusive of taxes. The Licensee is responsible for all applicable value-added tax (VAT), sales, use, withholding, excise and other taxes or duties payable in respect of this Agreement, other than taxes based on Move Forward’s net income. Where the reverse-charge mechanism or any exemption applies, the Licensee shall provide a valid VAT identification number or other documentation reasonably required by Move Forward.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL MOVE FORWARD BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE LICENSED MATERIALS, OR ANY BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MOVE FORWARD’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE LICENSEE TO MOVE FORWARD IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND THE LICENSEE AGREES THAT THE FOREGOING SHALL CONSTITUTE THE LICENSEE’S EXCLUSIVE REMEDY. FOR THE FREE PLAN, SECTION 11 APPLIES AND LIABILITY IS EXCLUDED IN ITS ENTIRETY.
NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT MAY NOT LAWFULLY BE LIMITED.
16. No Warranties; Nature of the Datasets
THE LICENSED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MOVE FORWARD MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR FITNESS OF THE LICENSED MATERIALS FOR ANY PARTICULAR PURPOSE. ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The Licensee acknowledges that IP reputation and threat intelligence are inherently probabilistic and time-sensitive. Classifications and indicators in the Datasets (such as whether an IP address is a proxy, VPN, Tor node, datacenter or malicious) represent Move Forward’s best assessment based on data available at the relevant time and may contain false positives or false negatives. As stated in Section 9, certain data is aggregated from third-party and open-source sources and is not independently verified or warranted by Move Forward. The Licensee shall not rely on the Datasets as the sole basis for any decision that produces legal or similarly significant effects on any individual, and shall apply appropriate human review and additional safeguards. Move Forward does not warrant that the Service will be uninterrupted or error-free, but shall use commercially reasonable efforts to keep the Service available and free of viruses and malicious code.
17. Term
This Agreement is effective from the date the Licensee first accepts it or first accesses the Service (whichever is earlier) and continues for the duration of the Licensee’s Subscription Plan, renewing automatically for successive periods (where applicable) unless and until terminated in accordance with this Agreement. The Free Plan continues until discontinued by Move Forward or terminated by either party.
18. Termination
(1) Termination for convenience by Move Forward. Move Forward may terminate this Agreement for convenience on thirty (30) days’ prior written notice to the Licensee. For paid plans, Move Forward shall refund a pro-rated portion of any prepaid fees corresponding to the complete, unexpired period remaining in the then-current subscription term, calculated from the effective date of termination. No refund is owed in respect of the Free Plan.
(2) Termination / cancellation by the Licensee. The Licensee may cancel its subscription at any time, with effect at the end of the then-current billing period, and shall comply with Section 7 (deletion of Datasets). The 14-day money-back guarantee in Section 13(b) applies to the initial paid term as published.
(3) Termination for cause / automatic termination. Notwithstanding the foregoing, this Agreement shall terminate automatically, or may be terminated by Move Forward with immediate effect on written notice, upon: (a) the Licensee’s failure to renew or to pay any fees when due (subject to any applicable cure period); (b) any unauthorized access, copying, re-hosting, redistribution or resale of the Datasets or the Service, or any Token sharing; or (c) any other material breach of this Agreement that is not cured within fifteen (15) days of written notice (or that is incapable of cure).
19. Consequences of Termination
Upon termination of this Agreement, the license and the Licensee’s right to access the Service shall immediately cease, and:
(a) Standard / Integration License: the Licensee shall stop downloading Datasets and delete all copies of the Datasets, except records the Licensee is required to retain for legitimate legal, audit or fraud-investigation purposes;
(b) Redistribution License: the Licensee shall immediately cease distributing any Derivative Work containing the Datasets; however, End Users who lawfully acquired the Derivative Work before termination may continue to use the version they hold, provided no new Datasets or updates are issued to them after termination (a “sell-off” period), and subject to any continuing third-party data license obligations under Section 9.
Except as expressly provided in Sections 13(b) and 18(1), no refund will be paid on termination. Termination shall be without prejudice to any rights or liabilities of either party accrued before the date of termination.
20. Updates
Move Forward updates the Datasets on their respective schedules and may, from time to time, improve or expand the Service and the Datasets. Such updates will be made available as and when commercially released, using commercially reasonable efforts, during the term of this Agreement. Move Forward is not obligated to provide any particular update or to maintain any particular update frequency outside the Licensee’s Subscription Plan entitlements.
21. Service Modification
The Licensee agrees that Move Forward reserves the right to make changes, removals or improvements to the Service’s design, technical specifications, endpoints, supported formats, IP versions, granularity levels or data sources. For material changes that adversely affect the Licensee’s permitted use, Move Forward shall provide at least thirty (30) days’ prior written notice where reasonably practicable, without penalty, compensation or refund except as otherwise provided in this Agreement.
22. Compliance with Laws
The Licensee agrees to comply with all applicable laws, rules and regulations of the jurisdictions in which it resides and in which the Licensed Materials are used, including data protection, consumer protection, export control and anti-fraud laws, and the laws of Italy in respect of any subject matter of this Agreement. The Licensee shall indemnify and hold Move Forward, its agents, officers and employees harmless from any liability, costs (including reasonable legal fees) and damages arising from the Licensee’s failure to comply with this Section.
23. Data Protection and GDPR
SentraIP is designed with privacy in mind and operates on European infrastructure; all SentraIP data is processed and stored within European infrastructure.
In the standard data-subscription model, the Licensee downloads the Datasets and processes IP addresses entirely within its own infrastructure. Move Forward does not process the IP addresses of the Licensee’s traffic or the Licensee’s end users in connection with the provision of the Datasets, and therefore does not act as a processor of the Licensee’s end-user personal data in that flow. The Licensee acts as the sole controller of any personal data it processes using the Datasets and is responsible for ensuring it has a valid legal basis and for providing any notices and obtaining any consents required from its own users or End Users.
Move Forward processes the Licensee’s account and billing data (such as the registration and contact details of the Licensee’s authorized users) as a controller for the purpose of providing the Service, in accordance with its Privacy Policy published on the SentraIP website and applicable data protection law, including the EU General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”). To the extent the parties separately agree that Move Forward will process personal data on the Licensee’s behalf, such processing shall be governed by a data processing addendum executed by the parties.
24. Authority
The Licensee is required to complete a registration process. The Licensee represents and warrants that all information it provides during registration is true, accurate, complete and current, and that it belongs to the Licensee or to the party registering on the Licensee’s behalf. The individual accepting this Agreement on the Licensee’s behalf represents that they are at least 18 years old and have the legal capacity and authority to bind the Licensee. Each party represents and warrants that it has full right and authority to enter into and perform this Agreement.
25. Assignment and Change of Control
The Licensee may not assign, transfer or delegate this Agreement or any of its rights or obligations, whether by operation of law, merger, acquisition or otherwise, without Move Forward’s prior written consent (not to be unreasonably withheld). Any attempted assignment in violation of this Section is null and void.
If the Licensee is acquired by, merges with, or undergoes a change of control in favour of a third party, the rights granted under this Agreement shall remain limited to the Licensee’s business and usage as they existed immediately before such transaction, and shall not extend to the acquirer’s other affiliates, subsidiaries or parent companies without the payment of additional fees and the execution of a new agreement. Move Forward may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.
26. Entire Agreement
This Agreement, together with any applicable order or invoice and the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and representations. In the event of conflict, the order of precedence is: (1) the applicable order; (2) this Agreement.
27. Amendment
Move Forward may amend this Agreement from time to time. Any amendment becomes binding and effective on the earlier of (i) thirty (30) days after the amended Agreement is posted on the SentraIP website, or (ii) the date Move Forward notifies the Licensee of the amendment in accordance with Section 28; provided that changes to fees and payment terms are made only on at least thirty (30) days’ prior written notice. If a change is unacceptable, the Licensee may terminate this Agreement on thirty (30) days’ notice to Move Forward. The Licensee’s continued use of the Service after the effective date of a change constitutes acceptance of that change.
28. Notices
Notices under this Agreement shall be in writing and sent by (i) email or (ii) registered or certified post, postage prepaid. Move Forward will direct notices to the Licensee at the email or postal address provided during registration. The Licensee shall direct notices to Move Forward at:
Move Forward Limited Apt 8 The Tannery, 50 Cork Street Dublin 8, D08 VH93, Ireland VAT No. IE3709724BH Email: [email protected]
A notice sent by email is deemed given and received on the date of transmission, provided that if it is not transmitted on a business day, or is transmitted after 5:00 p.m. (Dublin time, Irish Standard Time / GMT) on a business day, it is deemed received on the next business day. A notice sent by post is deemed received on the third business day after mailing. “Business Day” means a day other than a Saturday, Sunday or public holiday in Dublin, Ireland. Either party may change its notice address by giving notice to the other in accordance with this Section.
29. Binding Effect
The terms of this Agreement are binding upon, and inure to the benefit of, the parties and their respective permitted assigns, legal representatives and successors in interest.
30. Costs
Should either party institute or participate in any legal or equitable proceeding to enforce or interpret this Agreement, each party shall bear its own costs, expert and professional fees, and legal fees, including on appeal, unless a court orders otherwise.
31. No Third-Party Beneficiaries
No term of this Agreement is intended to be, or shall be, for the benefit of any person or entity that is not a party to it, and no such person or entity shall have any right or cause of action under it, save that Move Forward’s licensors may enforce the terms of this Agreement that relate to their respective data.
32. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, fire, floods, pandemics, governmental action, internet service provider failures, or denial-of-service (DDoS) attacks (a “Force Majeure Event”). The affected party shall give written notice as soon as reasonably practicable, and in any event within five (5) business days of becoming aware of the event, and shall use commercially reasonable efforts to mitigate and resume performance. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement immediately on written notice.
33. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Italy, without regard to conflict-of-law principles. Subject to the foregoing choice of governing law, the parties submit to the exclusive jurisdiction of the courts of Dublin, Ireland in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any mandatory consumer protection rights that may apply.
34. Survival
Any provision of this Agreement that, by its nature, is intended to survive termination shall survive, including (without limitation) the sections on Ownership and Intellectual Property Rights, Third-Party and Open-Source Data, Confidentiality, fees accrued prior to termination, Limitation of Liability, No Warranties, Consequences of Termination, Compliance with Laws, and Governing Law.
35. Severability
If any provision of this Agreement is held to be void, invalid or unenforceable, that decision shall not affect any other provision, and the remainder of this Agreement shall remain effective as though the void, invalid or unenforceable provision had not been included.
36. Failure to Enforce
Move Forward’s failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it later.
VERSION 1.3
SentraIP is a Move Forward Limited Service. Move Forward Limited — Apt 8 The Tannery, 50 Cork Street, Dublin 8, D08 VH93, Ireland — VAT No. IE3709724BH — [email protected]