TERMS OF SERVICE

These Terms of Service are part of the Agreement that governs our Client’s use of CleanDNS services. CleanDNS, in its sole discretion, may amend the Terms and Conditions from time to time as per section 9 below.

1. Grants & License. During the applicable Term (as per Section 3 of the MSA), and subject to Client’s compliance with the Agreement, and these Terms of Service, the Company grants client a non-exclusive, non-transferable, non-assignable, worldwide right to access and use of the proprietary abuse management CRM software-as-a-service offering as selected by Client during the application process (or as per the relevant SO, as may be applicable).
   • The Platform includes intellectual property rights of CleanDNS and its licensees in hardware, technology, methodologies, documentation manuals, product support, and employee expertise (the “Intellectual Property”). For the Term of this Agreement, Client shall have a limited, non-exclusive, non-transferable license to this Intellectual Property solely for Client’s internal administration and use of the Platform. Intellectual Property or any derivative or byproduct thereof may not be used by, sub-licensed, re-sold, rented, or distributed by Client to any other party, and shall remain the sole and exclusive property of CleanDNS. Client hereby agrees that it will not: (i) decompile, reverse engineer, disassemble, or otherwise reduce the Intellectual Property to a human-perceivable form; (ii) modify, destroy, rent, lease, loan, sell, or distribute all or any part of the Intellectual Property, including the services, technology, manuals or documentation; (iii) create derivative works based in whole or in part upon the Intellectual Property; (iv) use the Intellectual Property in any computer or other machine, excepting only the Hardware constituting part of the services or technology; (v) make copies of all or any portion of the manuals or documentation provided hereunder; (vi) open any of the hardware constituting part of the services or technology; (vii) move the technology or the Hardware or the service system as a whole without having given prior written notice thereof to CleanDNS (except Client is authorized to move the Hardware or portions thereof to protect the system from loss or damage as a result of fire, flood, and other emergency conditions); (viii) disclose to any third party any unique ideas or elements which are reflected in the services or technology, the manner by which the services or technology operate, or the contents of any portion of the services or technology manuals or documentation; (ix) otherwise perform any act that is reasonably likely to reduce the effectiveness of the protection provided by the services or technology, or to assist the development of systems which could replace or compete with the services or technology, or (x) permit any other firm, Client, entity, or individual to take or perform any action that Client, in this Section, has agreed not to take.

2. Platform Use. CleanDNS is responsible for the hosting and management of the Platform, including obtaining and maintaining all computer hardware, software, communications systems, network, and other infrastructure necessary to permit Client to access and use the Platform (“Hosting Infrastructure”), either directly or through its designated third-party supplier or data center. CleanDNS will manage and install within the Hosting Infrastructure all updates and upgrades that CleanDNS makes generally available to its Clients for the Platform. CleanDNS  reserves the right to propose changes to the Platform’s Terms of Service that are generally applicable to all customers at any time and will, if such changes are material (in the CleanDNS’s sole discretion), provide at least sixty (60) days’ notice prior to any new terms taking effect. By continuing to access or use the Platform after any revisions become effective, Client agrees to be bound by the revised terms of the Agreement.

3. CleanDNS will provide Client the resources CleanDNS generally makes available to its Clients as well as any additional, requested, or negotiated support services pursuant to an SOW. Requests for additional support (i.e support outside of the above) may result in additional fees. CleanDNS is not under any obligation to provide support with respect to (i) Platform(s) that have been altered or modified by anyone other than CleanDNS or its licensors; (ii) Platform(s) used other than in accordance with the Technical Documentation and the Agreement; (iii) discrepancies that do not significantly impair or affect the operation of the services; or (iv) errors and/or malfunctions caused by any systems or programs not supplied by CleanDNS.   

4. Acceptable Use.  Client acknowledges and agrees that Company does not monitor or evaluate Client Data transmitted through the Services and Company shall not be responsible for the content of any Client Data, including, without limitation, any personally identifying information that may be uploaded by client into the Platform. Client shall use the Services exclusively for authorized and legal purposes consistent with Applicable Law. Client is solely responsible and liable for ensuring the appropriate use of any reports and other materials prepared by Company in a manner that will not violate Applicable Law or infringe upon the rights of any third party.

5. Online Access; Environment; Hosting Infrastructure. Company, will provide Client online access to and use of the Platform in accordance with the Services selected by Client during the online application process, the terms set forth in Exhibit A and, if applicable, any subsequent Order Form, as well as the user instructions, release notes, manuals, and online help files that describe the operation of the Services in the form generally made available to Company Clients, as may be updated from time to time (collectively, the “Technical Documentation”). Client will access the Platform by use of a supported Client-provided browser. Company is responsible for the hosting and management of the Platform, including obtaining and maintaining all computer hardware, software, communications systems, network, and other infrastructure necessary to permit Client to access and use the Platform (“Hosting Infrastructure”), either directly or through its designated third-party supplier or data center. Company will manage and install within the Hosting Infrastructure all updates and upgrades that Company makes generally available to its Clients for the Platform. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment and technology needed to access the Platform, including, without limitation, internet access and adequate bandwidth.
   • CleanDNS regularly updates the Platform and reserves the right to make updates to the Platform in the event of Platform unavailability, end of life, or changes to software requirements, provided that any such modification shall not result in a material reduction in the functionality of the Platform. For the avoidance of doubt, such updates shall include any changes to data sources consumed by the CleanDNS platform. Where the removal of a service may have a material effect, CleanDNS shall, where possible, provide a reasonable notice and explanation to Client via email or via our equivalent service update platform.

6. CleanDNS will implement commercially reasonable and appropriate measures designed to secure Client Data against accidental or unlawful loss, access, or disclosure. CleanDNS will be responsible for ensuring the security and confidentiality of account names and passwords residing within its systems and while being received and processed by the Platform for the purpose of permitting access thereto. Client is responsible for instructing any individual who Client authorizes to use the Platform (“Licensed User”) to keep their respective account names and passwords strictly confidential. Client agrees to promptly notify CleanDNS if account names or passwords are lost, stolen, or otherwise compromised. Client will not (i) breach or attempt to breach the security of the Platform or of any network, servers, data, computers, or other hardware relating to or used in connection with the Platform, or of any third party that is hosting or interfacing with any part of the Platform; or (ii) use or distribute through the Platform any software, files, or other tools or devices designed to interfere with or compromise the privacy, security, or use of the Platform or the operations or assets of any other Client of CleanDNS or any third party. Client will comply with the user authentication requirements for use of the Platform. Client is solely responsible for monitoring the administration of access to and use of the Platform by its Licensed Users. Any failure by a Licensed User to comply with a material term of the Agreement shall be deemed to be a material breach by Client and CleanDNS shall not be liable for any damages that Client or any third party incurs resulting from such breach.  Client must immediately take all necessary steps, including providing notice to CleanDNS, to effect the termination of an access identification for any Licensed User if there is any compromise in the security of that access identification or if unauthorized use of such access identification is suspected or has occurred.

7. Applicable Sanctions. CleanDNS’s Services are subject to U.S. sanctions laws and may not be sold or licensed to any party listed on the Specially Designated Nationals List maintained by the U.S. Department of the Treasury (“Restricted Party”) or in U.S.-sanctioned countries (the most up to-date lists can be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx ). Client represents and warrants that neither Client, its Representatives, nor, to Client’s knowledge, its Affiliate’s Representatives are currently the subject of any investigation by the Office of Foreign Assets Control (OFAC), Department of the Treasury, or any other Governmental Authority pursuant to any laws that OFAC or any other Governmental Authority administers (“Sanctions Investigation”). Client shall promptly notify CleanDNS if it or any of its Representatives or its Affiliates’ Representatives become the subject of any Sanctions Investigation. Client agrees not to transfer or provide access to the Services (a) to any Restricted Party; or (b) in, or for the benefit of individuals or entities from, such U.S.-sanctioned countries. Further, Client agrees not to use the Services for the benefit of a Restricted Party or individuals or entities from such U.S.-sanctioned countries.  Client represents and warrants that it is not directly or indirectly owned by, controlled by, owning, controlling, or named as a Restricted Party. CleanDNS and its Affiliates may not do business with a Restricted Party under U.S. law (the most up-to-date lists can be found at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx and http://www.bis.doc.gov/index.php/thedenied-persons-list). (iii) Client represents and warrants that its use of CleanDNS’s Services will in all respects comply with current U.S. export controls regulations and requirements, including, without limitation, those promulgated by U.S. Departments of State, Commerce, Homeland Security, Treasury, and Defense. Any breach of this Section 7 is a material breach of the Agreement for which no cure period shall apply.

8. Data Protection & Privacy. All Personal Data processed under the MSA and any applicable SOW shall be processed in line with relevant and applicable legal requirements and is at all times subject to the CleanDNS Privacy Policy, accessible at https://cleandns.com/documents/privacy-policy .
   • Platform Cookie Use: Use of the CleanDNS platform shall require the acceptance of cookies (as are described in the Privacy Policy), these are generally essential, and use of the platform is contingent on acceptance of this cookie use.

9. Updates & Changes CleanDNS reserve the right to propose changes to this Terms of Service that are generally applicable to all customers at any time and will, if such changes are material, provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined in our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms of the Agreement. If you do not agree to the new terms, you are no longer authorized to use the Services. In the event of a material change of terms, you may terminate the Agreement by giving us written notice within thirty (30) days of our notice of the change of terms and we shall refund to you any pre-paid fees that are applicable to the period after such termination.