TERMS OF USE In this Service "Agreement", "you", "your", and "Customer" refer to each customer and "us", "our", "we", and "NeuStar" refer to NeuStar Ultra Services. This agreement explains the terms and conditions under which we will provide the services you order ("Service" or "Services"). By signing this Agreement, you agree to be bound by all of the terms and conditions set forth herein.
1. PROPERTY OF SERVICE. Services are the property of NeuStar and are protected by copyright and other intellectual property laws. Customer agrees that title to and ownership of the Services, in any form, shall at all times and in any event be held exclusively by NeuStar. Customer shall be entitled to only such rights with respect to the Services, as are herein specifically granted and to no other rights, and, nothing in this Agreement grants Customer any rights to re-sell or create derivative versions of the Services either directly, or through a third party. Customer further agrees and warrants that it will not, via the use of Services or otherwise, engage in or offer like services in competition with NeuStar during the term of this Agreement and a period of one (1) year thereafter.
2. Billing Terms. NeuStar reserves the right to monitor Customer's Service usage parameters including the number of domains, number of DNS resource records, and number of DNS queries ("Service Usage"). Based on Customers actual Service Usage as solely determined by NeuStar in each one-month period during the Term of this Agreement, NeuStar reserves the right to bill in arrears for the incremental usage not paid for in advance. Per-month Service fees are billed in advance monthly. Service Usage above package allowance is billed in arrears monthly.
3. PAYMENTS OF SERVICES. NeuStar will charge Customer's provided credit card at the prices and terms and conditions for the Services and related items as set forth on the NeuStar website. IN THE EVENT A PAYMENT IS NOT RECEIVED BY THE DUE DATE, AND IN THE ABSENCE OF A GOOD FAITH DISPUTE REGARDING SUCH PAYMENT, NeuStar WILL PROVIDE THE CUSTOMER WITH THIRTY (30) DAYS NOTICE TO CORRECT THE ISSUE AND AFTER THIS PERIOD, NeuStar SHALL HAVE THE RIGHT TO SUSPEND CUSTOMER'S USE OF THE SERVICES AND PURSUE PAYMENT UNDER PARAGRAPH 5. OF THIS AGREEMENT AND CHARGE A REINSTATEMENT FEE, IF APPLICABLE. WITHOUT LIMITING ANY OTHER REMEDIES WHICH MAY BE AVAILABLE TO NeuStar, AT SUCH TIME THAT THE DELINQUENT PAYMENT(S), INCLUDING NeuStar' CHARGES FOR REINSTATING THE SERVICES, IS RECEIVED, CUSTOMER'S USE OF THE SERVICES MAY BE RE-INSTATED AND THEN CONTINUE PER THE TERMS OF THIS AGREEMENT. NeuStar reserves the right to increase pricing for renewal terms, provided NeuStar notifies Customer of any such price increases at least thirty (30) days before the end of the then current term.
4. WARRANTY AND DISCLAIMER. NeuStar WARRANTS AND REPRESENTS THAT THE SERVICE WILL SUBSTANTIALLY PERFORM AS DESCRIBED IN ITS CURRENT PUBLISHED DOCUMENTATION FOR THE SERVICE. NeuStar, OR ANY OF ITS RESPECTIVE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS, DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PURCHASED ON THE SOLE BASIS OF THIS WARRANTY WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE.
5. TERM. This Agreement shall commence on the date of signing and shall continue in effect for an initial term of twelve (12) months, counted from the first day of the next full month following the date of signing ("Initial Term"). Following the Initial Term, this Agreement will automatically renew for twelve (12) month renewal term(s) unless either party gives notice of its intent not to renew at least thirty (30) days prior to the end of the then current term. In the event of early termination on your part, we will not refund any fees paid during the term. This Agreement may be terminated as specifically set forth herein: (1) if either party breaches a material provision of this Agreement and fails to cure the breach within fifteen (15) days of notification of the breach, the other party can terminate this Agreement forthwith; (2) NeuStar may change or discontinue the Services, the terms and conditions under which the Services are offered or its availability to Customer, at any time with one-hundred and twenty (120) days prior written notice; if such changes are unacceptable to Customer, then You can terminate this Agreement with thirty (30) days prior written notice to NeuStar; however, use of the Services after the effective date of a change constitutes acceptance of the change; and (3) under customer satisfaction policies as NeuStar offers from time to time for the Services, Customer may terminate this Agreement. In the event of a termination or decision not to renew this Agreement, as provided for herein, Customer's access to the Services will end and NeuStar will not be responsible in any fashion for Customer's access to an alternative services.
6. LIMITATION OF LIABILITY. NEITHER NeuStar NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING (INCLUDING SUSPENDING OR DISCONTINUING SERVICE) OR SUPPORTING THE SERVICE SHALL BE LIABLE TO CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE (INCLUDING CATASTROPHIC SITUATIONS BEYOND THE CONTROL OF NeuStar OR ITS SUPPLIERS AND LICENSORS), INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. NeuStar AND ITS LICENSORS ARE NOT RESPONSIBLE FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF YOUR INFORMATION CARRIED OVER INTER EXCHANGE CARRIERS', LOCAL EXCHANGE CARRIERS', OR OTHER PROVIDERS' FACILITIES. CUSTOMER AGREES THAT IT WILL NOT IN ANY WAY HOLD NeuStar RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE (INCLUDING THOSE WITH WHOM NeuStar MAY CONTRACT TO OPERATE THE SERVICE).
7. USE OF SERVICE. Customer represents and warrants that it has all right, title and interest to use any of the data it provides to NeuStar as part of the Services "Data". According to Customer's terms and conditions, end-users shall not use the Services in ways that violate laws of the United States, infringe the rights of others, or interfere with other users of the Services. Customer further agrees that use of NeuStar Services are subject to NeuStar' published Standard Terms of Use and Acceptable Use Policies for its website and is limited solely customer's employees and representatives.
8. CUSTOMER INDEMNITY. Customer agrees to indemnify, defend and hold NeuStar harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from or arising out of any claim, suit, action, or proceeding (each, an "Action") brought against NeuStar, its affiliates or customers (a) alleging that the Data or Customer's web site infringes or misappropriates any intellectual property rights of a third party; (b) alleging that the Data or Customer's web site contains defamatory, libelous, slanderous, obscene or pornographic materials, or violates a third party's rights of privacy or publicity; or (c) arising from a claim by Customer's users]; provided however, Customer shall not be obligated to indemnify NeuStar unless (i) Customer is notified promptly and informed fully in writing regarding such action; (ii) Customer controls the defense or settlement of such action; and (iii) NeuStar cooperates reasonably and gives Customer all necessary authority, information and assistance (at Customer's expense). Customer shall not be responsible for any Losses arising out of any compromise or settlement made by NeuStar without Customer's prior written consent.
9. NeuStar INDEMNITY. NeuStar will indemnify, defend and hold Customer harmless from and against any and all Losses resulting from or arising out of any Action brought against Customer alleging that the Services infringe a third party's registered U.S. copyright, issued U.S. trademark or servicemark, or valid and enforceable U.S. patent (but excluding any infringement contributorily caused by Customer); provided however, NeuStar shall not be obligated to indemnify Customer unless (i) NeuStar is notified promptly and informed fully in writing regarding such action; (ii) NeuStar controls the defense or settlement of such action; and (iii) Customer cooperates reasonably and gives NeuStar all necessary authority, information and assistance (at NeuStar' expense). NeuStar shall not be responsible for any Losses arising out of any compromise or settlement made by Customer without NeuStar' prior written consent.
10. ACCURATE INFORMATION. As a NeuStar customer, you agree to (1) provide complete, accurate, and current information as required by our application and service process and (2) to update this information through term as needed to keep it complete, accurate, and current.
11. NOTICES AND ANNOUNCEMENTS. As a NeuStar customer, you allow us to contact you (at our discretion) with information that we deem of possible interest. These notices and announcements include, but are not limited to, commercial emails and direct mailings concerning service changes, service/product upgrades, new services/products, or other relevant information.
12. ACCOUNT MISUES. In no event will NeuStar be liable for any unauthorized use or misuse of your account number or password. It is your responsibility to protect the information provided to you by NeuStar.
13. GOVERNING LAW.This Agreement shall be construed and interpreted in accordance with the laws of the State of California without regard to its conflict of laws principles. In the event of litigation arising out of the Services or this Agreement, the prevailing party shall be awarded its costs and reasonable expert and attorneys' fees. Any written notice under this Agreement shall be sent by courier or first class mail, postage prepaid, to the address of the recipient specified in this Agreement, and shall be duly made when delivered to that address. NeuStar has the right to assign this Agreement in its sole discretion without consent of customer. Customer may not assign this Agreement without the express written permission of NeuStar. If any provision of this Agreement is invalid or unenforceable under applicable law, such provision will be modified or eliminated to the minimum extent necessary and the remainder of the provision, as well as the other provisions will continue in full force and effect. Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
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