DNSDB ACCESS Trial Service Agreement
PLEASE READ THIS DNSDB
“AGREEMENT”) CAREFULLY.
ACCESS
TRIAL
SERVICE
AGREEMENT
(THIS
BY CLICKING “I AGREE” YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF
THE ENTITY WHO’S NAME AND ADDRESS YOU PROVIDED IN THE USER INTERFACE
(“CUSTOMER”). YOUR ACCEPTANCE OF THIS AGREEMENT WILL CREATE AN
AGREEMENT BETWEEN CUSTOMER AND INTERNET SYSTEMS CONSORTIUM, INC., A
DELAWARE NONPROFIT CORPORATION, LOCATED AT 950 CHARTER STREET,
REDWOOD CITY, CA, 94063 (“ISC”). YOU REPRESENT AND WARRANT TO ISC THAT
YOU HAVE THE LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU
ARE NOT AUTHORIZED TO PURCHASE AND USE THE SERVICES. BEFORE YOU
CONTINUE, YOU SHOULD PRINT A COPY OF THE AGREEMENT FOR YOUR RECORDS.
This Agreement contains the terms of use of the Services as defined below.
1. Accepting the Terms of Use. This Agreement sets forth the terms of use of the ISC
DNSDB ACCESS Trial Services (“DNSDB Access Trial Services” ” ” or “Services”) and the
conditions under which ISC will allow Customer to purchase the Services. In order to
receive the Services, Customer must agree to be bound by this Agreement and make all
required payments for Services. Payment and Agreement acceptance options are made
available to Customer in the user interface.
2. Scope of Agreement. Customer wants to purchase DNSDB Access Services from ISC on
a limited two (2) month trial basis to evaluate the Services for their business needs and
ISC wants to provide the Services to Customer for such limited time and purpose. For
purposes of this Agreement, Security Information Exchange (“SIE”) is a private
framework for information sharing in the Internet security field operated by ISC on ISC
equipment within facilities under contract to ISC.
3. DNSDB ACCESS Trial Services. ISC will provide the following Services to Customer
during the term of this Agreement:
a. DNSDB Access. DNSDB refers to a searchable database containing a history
of DNS records that stores and indexes both the Passive DNS data, available
from ISC’s Security Information Exchange, as well as the authoritative DNS
data that various zone operators make available to ISC. ISC will provide
Customer with the capability to access ISC’s DNSDB through the use of ISC’s
Application Programming Interface tool (“API” or “API Key”) during the
term of this Agreement, subject to the issuance of appropriate credentials to
Customer (“Customer Credentials” or “Credentials”) by ISC, which shall not
be unreasonably withheld. Customer Credentials are required for purposes
of authentication as a part of the Service. Customer shall not provide either
the Credentials or the API Key to any other party for any purpose without
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ISC’s prior written consent.
b. Support. ISC will provide Customer with next business day technical support
for queries regarding the Service, its use and configuration. In addition,
Customer will receive access to online documentation.
4. Service Limitations. ISC may, in its sole discretion, suspend or discontinue the Services
in connection with any of the following:
a. Customer’s use of the API Key during the term of this Agreement shall be
limited to no more than 1,000 (one thousand) queries per day to the DNSDB.
b. Customer, as the ISC credentialed party with access to DNSDB, may not sell,
market, distribute or otherwise transfer the information extracted (the
“Data”) from DNSDB in its original form to any other party nor allow any
other party to use Customer’s DNSDB API Key.
c. Customer may not access DNSDB or use the Data from DNSDB on behalf of or
by any other party for any purpose without ISC’s prior written consent.
d. Breach of any material term of this Agreement by Customer.
5. Customer Responsibilities.
a. Customer’s sole use of the Data received during the term of this Agreement is
limited to Customer’s evaluation of the usefulness of the DNSDB Access
services to forward its own business goals. Customer shall not distribute or
redistribute the Data or derivative works based on the Data to any other
party. Customer shall keep the Data separated from its products or services
previously in use. Customer shall remove all Data or derivative works of the
Data from its systems at the end of this Agreement.
b. All Data received by Customer from the DNSDB Access Service shall be as is
and Customer agrees that its use of such Data learned from the results of
DNSDB queries is at its own risk. Customer is solely responsible for any
analysis or use of query results for any purpose.
c. Customer agrees not to interfere with the operations of other customers’ use
of DNSDB and shall at all times adhere to the ISC Acceptable Use Policy
located at http://www.isc.org/about/home/aup.php, as amended from time
to time by ISC.
d. Customer agrees that it shall ensure that any person accessing DNSDB, the
Data or the Services for or through Customer is legally bound to a
confidentiality agreement between such person and Customer. At a
minimum, such agreement shall impose upon the person a duty to be bound
by Customer’s obligations under this Agreement.
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6. Term and Termination. (a) Term. The term of this Agreement shall commence on the
date it is accepted by Customer and payment is received (“the Acceptance Date”). The
Agreement will terminate sixty (60) days from the Acceptance Date unless otherwise
mutually agreed by the parties in writing. (b) Termination. ISC may terminate this
Agreement at any time on written notice to Customer in the event that (i) Customer is
in breach of this Agreement or (ii) ISC determines, in its sole discretion, that such
termination is necessary to prevent the breach of confidential or security-related
information or to maintain the viability or integrity of ISC’s operations. The rights and
obligations of the parties pursuant to Sections 7 through 12 inclusive shall survive the
termination of this Agreement.
7. Fees and Payment. (a) Fees. The fees for the DNSDB Access Trial Services shall be
$500.00 for each month of the two (2) months of the trial period. (b) Payment.
Payment of all fees for the Services is due in advance on the Acceptance Date. Customer
shall be responsible for all applicable taxes assessed with respect to the purchase of the
Services.
8. Acceptable Use. Customer shall at all times adhere to the ISC Acceptable Use Policy
located at http://www.isc.org/about/home/aup.php, as amended from time to time by
ISC, a copy of which is attached hereto and incorporated herein by this reference.
Notwithstanding anything to the contrary contained herein, ISC may terminate this
Agreement or take any other corrective actions, including disconnection or
discontinuance of any and all Services, in the event of a breach by Customer of the ISC
Acceptable Use Policy which Customer has not cured within twenty (20) days of written
notice from ISC.
9. Confidentiality. "Confidential Information" means any information disclosed by
either party to the other party, either directly or indirectly, in writing, orally or by
inspection of tangible objects (including without limitation, data, documents,
prototypes, samples, plant and equipment), of a confidential or proprietary nature, or
that is designated as "Confidential". Confidential Information may also include
information disclosed to a disclosing party by third parties. Confidential Information
will not, however, include any information that: (i) was publicly known and made
generally available in the public domain prior to the time of disclosure by the disclosing
party; (ii) becomes publicly known and made generally available after disclosure by the
disclosing party to the receiving party through no action or inaction of the receiving
party; (iii) is already in the possession of the receiving party at the time of disclosure by
the disclosing party as shown by the receiving party's files and records prior to the time
of disclosure; (iv) is obtained by the receiving party from a third party without a breach
of such third party's obligations of confidentiality; or (v) is independently developed by
the receiving party without use of or reference to the disclosing party's Confidential
Information, as shown by documents and other competent evidence in the receiving
party's possession. Notwithstanding anything to the contrary, either party may disclose
Confidential Information as required by law, provided that the receiving party gives the
disclosing party written notice of such requirement prior to such disclosure and fully
cooperates to limit the disclosure of such Confidential Information to the minimum
extent necessary to comply with the legal disclosure obligation.
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Non-Use and Non-Disclosure. Each party agrees not to disclose any Confidential
Information of the other party to third parties or to such party's employees or
contractors, except to those employees or contractors of the receiving party with a need
to know.
Maintenance of Confidentiality. Each party shall use its best efforts and shall take
every reasonable precaution to protect and maintain the confidentiality of the
Confidential Information of the other party, which precautions shall be at least
equivalent in scope and effect to the measures taken by that party to protect its own
most confidential and proprietary information.
10. Disclaimer of Warranties. ALL INFORMATION, SERVICES, GOODS AND SOFTWARE, IF
ANY, WHICH IS PROVIDED BY ISC IN CONNECTION WITH THIS AGREEMENT, IS
PROVIDED SOLELY ON AN AS-IS BASIS, WITHOUT REPRESENTATION OR WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
WARRANTY ARISING OUT OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF
TRADE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INTERFERENCE AND NON-INFRINGEMENT. ISC DOES NOT WARRANT THAT ANY
SOFTWARE, FIXES, PATCHES, REVISIONS, UPDATES OR MODULES, IF ANY, PROVIDED
BY ISC IN CONNECTION WITH THIS AGREEMENT, WILL BE BUG-FREE OR ERROR-FREE
OR THAT ANY CORRECTIONS WILL BE EFFECTIVE.
11. Indemnification. The parties agree to indemnify, protect, hold harmless and defend
each other from and against any claim, action, loss, liability, expense, demand, damage
or judgment, including costs and attorneys’ fees, which arise as a result of or in
connection with (i) any actions or inactions by a party or its agents, employees,
consultants or representatives, including a breach of this Agreement, (ii) the delivery or
receipt of Services under this Agreement, or (iii) a party’s use of any Service, software
or any patch, fix, enhancement or modification of such software in connection with the
Services, in each case whether or not based on a claim of any defect in such software or
the Services.
12. Limitation of Liability. THE REMEDIES OF A PARTY IN CONNECTION WITH THIS
AGREEMENT, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, SHALL BE
EXCLUSIVELY AS SET FORTH HEREIN. IN NO EVENT UNDER ANY THEORY SHALL THE
PARTIES BE RESPONSIBLE TO EACH OTHER WITH RESPECT TO ANY SERVICES (OR
THE CONSEQUENCES OF SUCH SERVICES) DELIVERED PURSUANT TO THIS
AGREEMENT FOR ANY DAMAGES OF ANY TYPE IN AN AMOUNT IN EXCESS OF THE
FEES FOR THE SERVICES FOR THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE
ACT, OMISSION, ERROR OR BREACH GIVING RISE TO SUCH LIABILITY. IN NO EVENT
UNDER ANY THEORY SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGE FOR LOSS OF PROPERTY OR SOFTWARE,
LOSS OF PROFITS OR REVENUE, LOSS OF USE, COST OF CAPITAL, LOSS OF DATA, OR
ANY OTHER ECONOMIC LOSS, NOTWITHSTANDING THAT THE PARTY MAY HAVE
BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. UNDER NO
CIRCUMSTANCES SHALL ANY FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE
AFFECT THE FOREGOING DISCLAIMER OF DAMAGES. A PARTY SHALL NOT BE LIABLE
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FOR ANY CLAIM OR DEMAND AGAINST THE OTHER PARTY BY ANY OTHER PARTY. IN
NO EVENT MAY A CAUSE OF ACTION BE ASSERTED AGAINST A PARTY UNDER THIS
AGREEMENT WHICH ARISES OUT OF OR RELATES TO ANY EVENT OCCURRING MORE
THAN ONE YEAR PRIOR TO THE FILING OF SUCH CAUSE OF ACTION.
13. Force Majeure. ISC shall not be liable for failure or delay in performing its obligations
hereunder if such failure or delay is due to circumstances beyond its reasonable control,
including, without limitation, acts of any governmental body, war, insurrection,
sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay
in transportation, interruption or delay in telecommunications services or inability to
obtain raw materials, supplies, or power used in or equipment needed for provision of
the Services described herein.
14. Insurance. Each party shall be responsible for assessing its own need for property,
casualty, liability or other insurance and shall obtain such insurance covering its risks
as it sees fit.
15. Notices. All notices pursuant to this Agreement shall be in writing and shall be
addressed to the parties at their addresses set forth above, or such other address as
either party may notify the other of in accordance with this Section; and shall be
deemed given upon delivery if personally delivered, or three (3) days after mailing for
domestic mail and five (5) days after mailing for international air mail.
16. Mediation. No action or proceeding with respect to any dispute, claim or controversy
arising out of or relating to this Agreement or the breach thereof may be commenced
until the parties attempt in good faith, for a period of sixty (60) days, to settle their
dispute by mediation. The cost of any such mediation shall be shared equally by the
parties.
17. Miscellaneous. This Agreement shall be governed by the laws of the State of California.
Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction
and venue of the California state courts and/or the United States District Court of the
Northern District of California, and Customer and ISC hereby agree to the personal and
exclusive jurisdiction and venue of these courts. This Agreement contains the entire
agreement between the parties, supersede all prior agreements (oral and written)
relating to the subject matter hereof, and may not be amended except in writing and
signed by both parties. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and assigns; provided however, that this Agreement
shall not be assignable by Customer without ISC’s prior written consent. The failure to
enforce any provisions of this Agreement shall in no way be construed as a waiver of
such provisions and shall not affect a party’s enforcement rights thereafter. Nothing in
this Agreement shall be construed to create a partnership, joint venture, affiliate,
employer-employee or principal-agent relationship, but rather the relationship of the
parties shall be that of independent parties. If any provision of this Agreement shall be
held invalid or unenforceable, the remaining provisions shall not be affected thereby. If
any action is brought to enforce the terms of this Agreement, the prevailing party shall
be entitled to recover the costs and expenses of such action, including attorneys’ fees.
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