Posted/Revised: February 12th 2014
Please read this agreement carefully as it is a legally binding agreement between DNS Europe and DNS Europe Customer, User or Website Visitor, (collectively referred to herein as "Customer"). These Terms of Services form part of an agreement (this/the "Agreement") between DNS Europe Ltd, a UK registered limited liability company doing business under the name DNS Europe, ("DNSE") and Customer. This Agreement governs provision of DNSE's services (the "Service") and is effective as of the moment Customer indicates agreement at the DNSE website, as of the moment the two parties sign a paper version, or as of the moment Customer uses any DNSE website or element of the Service (whichever comes first).
Terms of Service
In addition to these Terms of Services, this Agreement consists of the following, each of which is incorporated into this Agreement by this reference:
- DNSE's service level agreement, posted at http://www.dnseurope.net/support/legal-documents/sla (the "SLA");
- DNSE's acceptable use policy, posted at http://www.dnseurope.net/support/legal-documents/aup (the "AUP");
1. The Service
(a) Subject to DNSE's acceptance of your Order, and subject to these Terms of Services, DNSE agrees to provide the Service. DNSE agrees to provide Support twenty four hours per day, seven days per week, pursuant to Section 8 of this Agreement. DNSE agrees to follow reasonable security procedures in delivery of the Service.
(b) Customer agrees to do each of the following: (i) comply with applicable law and the DNSE Acceptable Use Policy (ii) pay when due the fees for the Service, (iii) use reasonable security precautions in light of your use of the Service, (iv) cooperate with DNSE's reasonable investigation of outages, security problems, and any suspected breach of the Agreement, (v) keep your billing contact and other account information up to date; and (vi) immediately notify DNSE of any unauthorized use of your account or any other breach of security. In the event of a dispute between us regarding the interpretation of applicable law or the AUP, DNSE's reasonable determination shall control.
(c) The Service will include such optional features ("Optional Features") as are reflected in any DNSE quote or online order form accepted by Customer and any other ordering records maintained by DNSE (collectively, Customer's "Order"). Optional Features may include: (i) consulting or other professional services provided by DNSE's staff; and (ii) software and other products and services that are provided by DNSE but not including Third Party software, products or services. Optional Features are subject to the same terms and conditions as other elements of the Service, including without limitation the disclaimers and limitations of liability in Section 12 below, except as specifically set forth in this Agreement. Optional Features may also be subject to the terms and conditions of any other agreement executed by authorised representatives of Customer and DNSE.
(d) The Service does not include any software, consulting service, or other product or service not provided directly by DNSE even though such software, services or products may be acquired through DNSE from third parties (collectively, "Third Party Products and Services").
2. Third Party Products and Services
(a) Third Party Products and Services include, without limitation: (a) any third party consulting services that assist Customer in utilizing the Service or otherwise relate to the Service, including such services provided by third parties DNSE referred to Customer; and (b) any and all software and other products and services Customer acquires through DNSE but are provided by a Third Party (e.g. Microsoft Corporation).
(b) Third party products and services are not part of The Service and DNSE is not responsible or liable for third party products and services, even if DNSE recommends the third party provider, even if the third party products and services are related to The Service or to Customer's ability to receive or exploit The Service, and even if DNSE acts as the third party provider's agent in delivering the third party product or service, in collecting payment, or in other ways. Without limiting the generality of the foregoing, DNSE will have no responsibility or liability for support, maintenance, updates, or upgrades of third party products and services or for intellectual property infringements by third party products and services, and DNSE provides no warranty or indemnity related to third party products and services.
(c) In addition to the terms of our Agreement, Customer use of any Third Party software, services or products is governed by the Third Party's license terms and awareness of and compliance with these terms is the responsibility of the Customer.
3. Payment plans & Terms
(a) The Service is provided by default based on a Monthly Prepaid Plan. Alternate prepayment periods are possible and will be listed in Customer's Order. Payment is due before the start of each prepayment period, including renewed prepayment periods. Customer will pay additional Postpaid overage fees in the event that it exceeds its Service Package during the preceding month period, as calculated by DNSE pursuant to its standard policies, and, in the even of excessive overage use, DNSE reserves the right to charge overage fees daily (or at such times as it chooses). Customer may increase ("Upgrade") their Service package and additional charges will go into effect upon completion of the Upgrade, and DNSE may charge a prorated increase in Service fees for the payment period during which the Upgrade occurs, on a daily basis (or at such times as it chooses). Each Prepaid Plan will renew automatically at the end of its prepayment period.
(b) Customer who receives invoices for payment are required to pay within seven days of receipt of invoice. Customer is responsible for paying all international, national and locals sales, use, value added, excise duty and any other taxes assessed with respect to the Service, other than taxes based on DNSE net income.
(c) Customer will pay DNSE's standard fees for the Service, including for Optional Features, as such fees may be revised from time to time. However, if Customer and DNSE agree to alternate fees in Customer's Order, or in an agreement for consulting-related Optional Features, such alternate fees will apply until the end-date specifically listed in the Order or other written agreement, or if no end-date is listed, for 1 year. Thereafter, alternate fees will revert to DNSE's then-standard fees. Customer will pay any set-up or other fees required pursuant to DNSE's standard policies. Customer will make all payments in British Pounds. DNSE is not required to issue refunds or credits except as specified in this Agreement. Without limiting the generality of the foregoing: (i) fees for Prepaid Plans are non-refundable; and (ii) no credit will entitle Customer to a refund. Promotional credits and SLA credits issued by DNSE may not be used to pay for Optional Features, and no credit issued by DNSE may be used for Third Party Products and Services.
(d) Customer will notify DNSE of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the date on the invoice in question, or waive such dispute. Any payment not received when due will, at DNSE's option, bear interest at a rate of 1.5% per month from the date due until paid, to compensate DNSE for the time-value of the unpaid fees. In addition, DNSE may charge a late fee of £50 per week, as liquidated damages, starting on the first day after any payment is due. Such liquidated damages compensate DNSE for administrative expenses related to unpaid fees.
(e) Service may be immediately suspended if Services fees are overdue. Service reactivation in such cases is subject to an additional £50 reactivation fee per Server or Instance that has been deactivated.
(f) Overage fees for Prepaid Plans apply regardless of the cause of the Service usage or overage, even if caused by hacker activity or other third party actions. DNSE is not required to issue or provide a roll-over of unused Service allowance to a future month, a credit, or any other refund in the event that Customer under-utilizes its Service Package.
(g) Customer will maintain a valid credit card on file at all times unless another payment form has been approved in writing by DNSE. DNSE may charge such card for Service fees or other fees on the payment due-date. Customer will update credit card information as necessary. If any charge attempt is denied, DNSE may interrupt Service without advanced notice but will make reasonable efforts to provide such notice.
(h) If DNSE must engage a debt collection agency to collect past due sums associated with Customer's use of the Service, Customer is responsible for all costs of collection of all amounts owed under this Agreement, including reasonable legal fees of DNSE.
4. Term & Termination
(a) This Agreement will continue until terminated by either party pursuant to the procedures set forth in this Section 4.
(b) Customer may terminate this Agreement for material breach, effective on 30 days' written notice specifying the nature of the breach, provided this Agreement will not terminate if DNSE cures the breach before the effective date of termination. Customer may also terminate this Agreement for convenience. Notice of termination for convenience will become effective on the Prepaid Plan cancellation date pursuant to Section 3 above. Customer will provide notice of any termination by email to email@example.com. DNSE is not required to refund any payments in the event of termination by Customer.
(c) DNSE may terminate the Service, any portion thereof, or this Agreement for material breach, including without limitation any breach of the provisions of the AUP or of the payment obligations set forth in Section 3, without advanced notice. DNSE is not required to refund any fees paid or prepaid after such termination. DSNE may also terminate this Agreement for convenience at any time. DNSE will provide 30 days' advanced written notice of any termination for convenience. Upon termination for convenience, DSNE will refund any amounts prepaid for Service not yet provided.
(d) If the prepayment period is one month, Customer may cancel the Prepaid Plan on 7 days advanced written notice to firstname.lastname@example.org. If the prepayment period is three months or one year, Customer may cancel the Prepaid Plan on 14 days advanced written notice to email@example.com. Fees for Optional Services are in addition to fees for Prepaid Plans. DNSE may bill Customer separately, on a monthly or other periodic basis, for Optional Features, pursuant to DNSE's standard policies.
(e) If this Agreement is terminated, for any reason, Customer is required to pay, within seven days of the effective date of termination, without setoff or delay, all charges, fees and costs accrued before the termination date, including, including but not limited to, bandwidth overage charges that you owe to DNSE under this Agreement.
5. Time-limited offers
DNSE may from time to time offer time-limited offers for the purpose of Customer testing and evaluation. Such time-limited offers may also have other Service restrictions applied which will defined on DNSE website in the Service package description.
Acceptance of these Terms of Services implies knowledge and acceptance of such time-limited Service offers.
6. Acceptable Use
(a) Customer represents that it has read the AUP, and Customer will adhere to its requirements.
(i) Without limiting the generality of the foregoing, Customer will not allow the Service or DNSE equipment to be used for activities prohibited by the AUP. Third party violations of the AUP using Customer's Service, including any IP addresses, points of access to the Internet, systems, software, or equipment assigned to Customer, will be considered violations by Customer.
(ii) Notwithstanding any provision to the contrary in this Agreement, and without limiting any of DNSE 's rights or remedies, DNSE may suspend Service in whole or in part in the event that DNSE reasonably suspects an AUP violation. Reasonable suspicion pursuant to the preceding sentence includes, without limitation, a third party notice or claim that Customer's use of the Service infringes on third party rights. DNSE will make reasonable efforts to notify Customer before any such suspension, unless the AUP violation calls for immediate action to prevent injury or liability, in DNSE 's opinion and at its sole discretion. Suspension pursuant to this Subsection 4(a)(ii) may continue so long as DNSE reasonably suspects an AUP violation. DNSE is not liable for any Service suspension authorized by this Subsection 4(a)(ii), or for any related loss, even if the suspected AUP violation did not occur.
(b) DNSE has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. DNSE may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to Customer.
(c) Customer may not violate or attempt to violate the security of the DNSE network. Violations of system or network security may result in civil or criminal liability. DNSE will investigate occurrences that may involve cooperation with law enforcement authorities in prosecuting Customers who are involved in such violations. These violations include, without limitation:
(i) Accessing data not intended for the Customer or logging into a server or account that the Customer is not authorized to access.
(ii) Attempting to probe, scan or test the vulnerability of a DNSE system or network or to breach security or authentication measures without proper authorization.
(iii) Attempting to interfere with the Service to any Customer, host or network, including without limitation, via means of overloading, flooding, mail bombing or crashing.
(iv) Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.(v) Taking any action in order to obtain Services that Customer is not entitled. (d) DNSE is under no obligation to look at each Customer's activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police Internet related activities.
Violations of the AUP will result in the following:
A warning notification sent via email, DNSE trouble ticket with 24 hours notice for resolution:
24 hours is the standard notification; situations involving law enforcement, phishing scams, fraud, password harvesting, network interference, Denial or Disruption of service, IRC related misuse, or other malicious activity can reduce the notification time frame.
First Violation: Any Customer, which DNSE determines to have violated any element of our AUP (Acceptable use Policy), shall receive an email, warning them of the violation. The service may be subject at DNSE discretion to a temporary suspension pending a user's agreement in writing to refrain from any further violations.
Second Violation: Any Customer that DNSE determines to have committed a second violation of any element or portion of the AUP shall be subject to immediate suspension or termination of service without further notice.
DNSE reserves the right to drop the section of IP space involved in any SPAM or Denial-of-Service (Dos) complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on Customer's network, or if denial-of-service attacks are originating from Customer's network. In certain rare cases, DNSE may have to take this action prior to attempting to contact Customer.
7. Service Levels & Remedies
(a) DNSE will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA and in this Section 7. In the event of hardware failure: (i) DNSE will make reasonable efforts to recover lost data, upon Customer's request, but data-recovery is not guaranteed; and (ii) DNSE will provide such credits as are required by the SLA (if any). In the event that Customer is dissatisfied with the Service, Customer's sole remedies are those listed in the SLA and in this Section 7, or termination of this Agreement as authorized pursuant to Section 4 above. Remedies listed in the SLA do not apply to any Service interruption authorized pursuant to Section 9 or any other provision of this Agreement, and DNSE will not be liable for any such interruption.
(b) All Service features, whether or not addressed in the SLA, are provided pursuant to the provisions of Section 12 below and the other terms and conditions of this Agreement.
8. Support Services & Boundaries
(a) The following are DNSE's guidelines when providing support:
(i) DNSE provides support related only to the Service.
(ii) DNSE does not ordinarily provide free support for application specific issues, such as any programming, HTML, Third Party applications or any other such issue and DNSE reserves the right to decline to provide support for such issues.
(iii) DNSE does not provide free technical support for clients of Customers. DNSE reserves the right to decline to provide support in such cases.
(iv) DNSE does not provide free technical support for any issues, faults or failures that at DNSE's sole discretion are consider to have been caused by Customers; their agents or anyone outside of DNSE's control or responsibility.
(v) All chargeable support carried out by DNSE is subject to the provisions of the Subsection 8(b) below.
(b) As specified in DNSE's Support Packages description, posted at http://www.dnseurope.net/support/packages.html (the "Support Packages"); DNSE provides free basic support, but does cover all areas of Support for free.
Support activities not covered by basic support may be subject to a charge. Support rates depend on (1) the level of agent required to solve the issue and (ii) the time spent on the issue. L2 agent support is £35 per hour and L3 agent support is £55 per hour. Charges apply in 30 minute increments, with 30 minutes as a minimum charge per issue.
If an issue is caused by a fault of DNSE, it is covered by free basic support.
If an issue is caused by a fault of the Customer (e.g. a configuration error) or has been caused by work carried out by DNSE with the approval of the Customer (e.g. applying a security patch or hotfix) then DNSE will deem the resolution of the issue to be chargeable, as it does not fall within free basic support.
(c) Authorization for Chargeable Support
For non-urgent issues DNSE will always seek permission and authorization before we undertake any chargeable work. Authorization is verified when Customer quotes their Customer Support ID.
For urgent requests, DNSE reserves the right to commence potentially chargeable work on any urgent issue, without prior authorization, up to a maximum charge of £100.
If the incident requires additional work or charges, DNSE will request official permission from the Customer before proceeding.
Pre-authorization is required since DNSE wish to be able to act on critical issues without unnecessary delay. Acceptance of this agreement implies that the Customer has pre-authorized DNSE to carry out up to £100 of chargeable support on issues that are reported as urgent.
9. Maintenance & Security
(a) DNSE may interrupt Service to perform maintenance on DNSE equipment or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. DNSE will exercise reasonable efforts to inform Customer before interrupting Service and to repair the Service promptly.
(b) Customer is responsible for maintaining security and for maintaining patches and disaster recovery systems, except to the extent DNSE specifically accepts such responsibility by listing such service features in Customer's Order (subject to the limitations of liability in Section 12 and elsewhere in this Agreement). Whether or not Customer's Order calls on DNSE to maintain back-ups, Customer will keep a back-up copy of all data hosted by DNSE. Customer will promptly report any Service failure to DNSE via email to firstname.lastname@example.org. DNSE is not responsible for providing physical access to or copies of software, data, or content stored on DNSE 's equipment under any circumstances and is not required to provide network access (i) after any termination or suspension of Customer's Service or (ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by Customer, or other interruption of network access.
(c) DNSE is not required to reimburse any expenses Customer incurs for technology diagnosis or repair, including without limitation expenses for outside consultants.
10. Intellectual Property
(a) Customer warrants, represents, and covenants to DNSE that: (i) they are at least 18 years of age if an individual; (ii) they possess the legal right and ability to enter into this Agreement; (iii) they will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines, including the AUP; and (iv) their content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
(b) DNSE respects the intellectual property rights of others and expects its Customers to do the same. DNSE reserves the right, at its discretion, to delete material that infringes the copyrights, trademarks, or other intellectual property rights of others. DNSE also reserves the right to disable and/or terminate the accounts of Customers who infringe the copyrights, trademarks or other intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide DNSE with the following information:
(i) A description of the copyrighted work property that you claim has been infringed;
(ii) A description of the material that you claim infringes your copyright, and information sufficient to allow DNSE to locate the material;
(iii) Your address, telephone number, and e-mail address;
(iv) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(v) A statement by you, made under penalty of perjury, that the information provided is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf;
(vi) An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright.
11. Private & Confidential Information
(b) Customer will employ reasonable security precautions in its use of the Service, including without limitation encryption of social security numbers, medical records, and information of similar sensitivity belonging to Customer or to its customers or users.
(c) Customer will not use Confidential Information (as defined below) for any purpose other than to facilitate the Service. Except as specifically authorized in writing in advance by DNSE, Customer will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in Customer's possession or control. Without limiting the generality of the foregoing, Customer will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of its employees or contractors who do not need to know. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided Customer gives DNSE advanced notice reasonably sufficient to allow DNSE to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort. Customer will promptly notify DNSE in writing of any misuse or misappropriation of Confidential Information that comes to Customer's attention and will cooperate with DNSE in investigating any such misappropriation and in mitigating any damages caused. Upon termination of this Agreement or upon DNSE 's written request, Customer will return all Confidential Information to DNSE and certify, in writing, the destruction of any copies thereof.
(i) "Confidential Information" refers to any information DNSE provides to Customer in any form and marks "Confidential," and any information DNSE discloses orally and identifies as "Confidential" on or before disclosure. However, Confidential Information does not include information that: (a) is in Customer's possession at the time of original disclosure by DNSE; (b) is independently developed by Customer without use of or reference to information provided by DNSE; or (C) becomes known publicly, before or after disclosure, other than as a result of Customer's improper action or inaction.
(ii) Customer agrees that breach of the provisions of this Subsection 11(c) might cause DNSE irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, DNSE will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.
12. Warranties, Disclaimers & Limitations of Liability
(a) DNSE makes no express or implied warranties, including without limitation warranties of title, noninfringement, merchantability, or fitness for a particular purpose. DNSE does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. The Service is provided with no warranties regarding security, reliability, protection from attacks, data integrity, or data availability (including without limitation data integrity or availability related to cloud storage features of the Service). Except to the extent specifically provided in the SLA, the Service is provided on an "as is" and "as available" basis. No communication between Customer and DNSE will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this Section 12 or elsewhere in this Agreement. As used in the previous sentence, "communications" include, without limitation, marketing materials and representations of salespeople, advice provided by DNSE or any of its representatives, quotes, Customer's Order, and any work order or other ordering document.
(b) DNSE and its suppliers are not liable for any temporary delay, outages or interruptions of the Service. Further, DNSE is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any cause beyond its reasonable control (including any mechanical, electronic, communications or third-party supplier failure).
(c) DNSE will not be liable for any consequential, incidental, indirect, exemplary, punitive, or multiple damages, even if advised in advance of the possibility of such damages. DNSE 's maximum liability arising out of or related to this agreement will not exceed the total amount of fees paid by customer during the three months preceding the injury giving rise to the claim.
(d) Except to the extent specifically provided in Section 7 above, and except to the extent that applicable law specifically forbids such limitation of liability, DNSE will have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings resulting from any of the following or from any DNSE efforts to address or mitigate any of the following: (i) security breaches, including without limitation eavesdropping, third party access to customer data or to assigned computers, third party access to or misuse of passwords provided to DNSE, and interception of traffic sent or received using the service; (ii) release or exposure, for any other reason, of personally identifiable information or other private data, including data belonging to customer's own customers and other users; (iii) denial of service attacks, viruses, worms, and other intentional interference by third parties, including without limitation by other DNSE customers; (iv) loss of data or loss of access to data; (v) actions of third parties, including without limitation other DNSE customers and third party products and services providers; (vi) actions of DNSE employees, agents, or contractors acting outside the scope of their duties; (vii) mistakes, omissions, interruptions, deletions of files, errors, defects, delays in operation, or other failures of performance of the service, including without limitation accidental disconnection and termination of service; and (viii) the accuracy, completeness, and usefulness of the service. the provisions of this subsection 12(d) apply, without limitation, even if customer purchases service features addressing security, data integrity, data backup, attack protection, viruses, spam, monitoring, or system integrity. DNSE does not control and has not thoroughly reviewed all the websites linked to DNSE 's website or run by DNSE 's customers or by providers of Third Party Products and Services. With the exception of its own website, DNSE is not responsible or liable for the content or practices of any website, including without limitation third party websites referenced in the preceding sentence. (d) the liabilities limited by this Section 12 apply: (i) to liability for negligence; (ii) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (iii) even if DNSE is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (iv) even if customer's remedies fail of their essential purpose. DNSE 's limitations and exclusions of liability and disclaimers of warranty, set forth in this Section 8 and elsewhere in this Agreement apply equally to DNSE 's officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. Customer acknowledges and agrees that DNSE has set its prices and entered into this Agreement in reliance upon such limitations of liability, and that such limitations of liability form an essential basis of the bargain between DNSE and Customer.
Customer will defend, indemnify, and hold harmless DNSE (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any of Customer's customers or users, or any other third party, arising out of or related to Customer's use of, misuse of, or failure to use the Service, including without limitation: (a) alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations; (b) security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to one of Customer's customers, or to other third parties); and (c) any action taken by DNSE as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, judgments, settlements, and costs, including without limitation attorneys' fees.
(a) Title and intellectual property rights to the Service and all components thereof are owned by DNSE and its licensors and suppliers. All hardware and Internet protocol addresses provided by DNSE are licensed to Customer temporarily and remain DNSE 's sole and exclusive property. This Agreement does not grant Customer a license to any software used to provide the Service or associated with the Service (collectively, "Software"), or to any other software, by implication or otherwise. Without limiting the generality of the foregoing, Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, and trademarks (collectively, "Trademarks") displayed on DNSE 's website and through the Service, whether or not registered, belong to DNSE and its licensors and suppliers. Neither this Agreement nor any DNSE website grants a license to any Trademark, by implication or otherwise. Nothing in this Agreement transfers to DNSE any copyright in, trademark on, or other ownership interest in any data or content of Customer. However, DNSE may include Customer's name in any list of customers used for marketing or other purposes.
(b) Customer is responsible for maintaining the confidentiality of its usernames and passwords, and Customer will not transfer or sell to any third party such usernames or passwords, or Customer's access to the Service.
(c) DNSE is not obligated to sell Customer any Service feature not listed in Customer's Order, or to provide more Service than required by such Order.
(d) During the term of this Agreement and for 1 year thereafter, Customer will not encourage or solicit any DNSE employee or independent contractor to leave DNSE 's employ, or otherwise interfere with DNSE's employment relationships.
(e) The parties agree that the fees listed as liquidated damages in Subsection 2(c) and elsewhere in this Agreement do not constitute penalties and are reasonable in light of the harm that will be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy. No remedy of DNSE provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of DNSE at law or in equity.
(f) All written communications to Customer will be deemed delivered if sent to the contact points provided to DNSE at the time of order, or to such other contact points as Customer provides in writing. Customer will include a valid e-mail address with such contact points. All written communications to DNSE will be mailed to DNS Europe Ltd., Ealing Studios, Building D, Ealing, London, W5 5EP, UK, unless DNSE notifies Customer in writing of alternate contact information, except to the extent that this Agreement provides that such communication will be made via email to email@example.com.
(h) This Agreement is to be construed in accordance with and governed by the internal laws of the United Kingdom without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the United Kingdom to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the courts of the United Kingdom.
(i) DNSE hereby notifies Customer that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors, and information regarding providers of such protections may be found on the Internet by searching "parental control protection" or similar terms. DNSE hereby provides Customer with the following notice: to resolve any complaint regarding the Service or receive any further information regarding the Service, Customer should contact DNSE at the contact points provided on DNSE 's website under "Contact Us"
(j) Customer will not use the Service in any way that violates applicable laws or regulations, including without limitation UK Export Administration Regulations.
(k) No delay, failure, or waiver of either party's exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
(l) In the event of any conflict between these Terms of Services and any other element of this Agreement, or any ordering document or statement of work, these Terms of Services will govern.
(m) Customer may not assign this Agreement or any of its rights or obligations hereunder without DNSE 's express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
(n) If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.
(o) This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.