(Last revision: October, 2010)
By accessing the Neustar, Inc. ("Neustar") web site located at http://www.UltraTools.com ("Site") you ("You") accept, without limitation, the terms and conditions of use set forth below.
1. Access to the Services.
Neustar authorizes you the non-assignable, revocable right to use the Site ("Services") and the information obtained through the Site ("Information") solely to assist You in performing analysis related to domains, IP addresses, or other Internet-based services that You have rights and responsibilities to manage and for no other purpose. You may only access the Site directly via a single Web browser and not via bulk or automated mechanisms.
You acknowledge and agree that the Services and Information are owned exclusively by NeuStar, or its licensors, and are protected by copyright and other intellectual property laws. Nothing in this Agreement grants You any rights to, and You agree not to (a) modify, adapt, alter, copy, reverse engineer, except to the extent permitted by applicable law, or disassemble the Services, including without limitation any software or data contained therein, in any way or (b) re-sell or create or offer derivative versions of the Services either directly or indirectly, (i) as a standalone service offering, (ii) as bundled with your services or products, or (iii) on a service-bureau basis. You are not authorized to make the Information available on any web site or otherwise reproduce, distribute, copy, store, use or sell the Information without the express written consent of Neustar.
3. Submission of Information and Personal Information.
4. Termination Right.
NeuStar may terminate this Agreement at any time without notice to You. In the event of termination of this Agreement, Your access to the Services will end and NeuStar will not be responsible in any fashion for your access to alternative services.
5. Changes to Terms & Conditions.
Neustar reserves the right to change the terms and conditions set forth herein, effective immediately upon posting such revised terms and conditions on the Site.
6. Changes to the Service.
Neustar reserves the right to change the Services at any time without notice to You.
7. Assumption of Responsibility.
You assume all responsibility for use of the Site and Services. You waive all claims against Neustar, Inc., its officers, directors, employees, suppliers, and programmers that may arise from the use of the Site and the Services.
You represent and warrant that You have all right, title and interest to use any of the data You provide to NeuStar to perform the Services ("Data"). You represent and warrant that You will not use (or allow use of) the Services in a manner that: (a) is prohibited by any law or regulation or the acceptable use policy set forth in Section 12 hereof, or (b) will disrupt third parties' use or enjoyment of the Services.
NEITHER NEUSTAR NOR ANY OF ITS RESPECTIVE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE SERVICES. NEUSTAR SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability.
IN NO EVENT SHALL NEUSTAR NOR ANYONE ELSE INVOLVED IN CREATING, SUPPORTING, PRODUCING, OR DELIVERING THE SITE OR SERVICES (INCLUDING WITHOUT LIMITATION SUSPENDING OR DISCONTINUING THE SERVICES) BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, OR LOST EQUIPMENT, ANY WEBSITE OR NETWORK DOWNTIME, COST OF PROCURING SUBSTITUTE SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER ARISING, WHICH ARE RELATED TO THIS AGREEMENT AND THE PROVISION OF SERVICES HEREUNDER, EVEN IF NEUSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NEUSTAR'S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES EXCEED THE AMOUNTS PAID BY YOU TO NEUSTAR DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.
11. Third Party Sites and Information.
Certain links in the Site connect to other web sites maintained by third parties over whom Neustar has no control. Neustar makes no representations as to the accuracy or any other aspect of information contained in other web sites.
12. Restrictions on Use of Services/Acceptable Use Policy.
You agree to use NeuStar Services for lawful purposes only. You further agree not to use the Services to point or otherwise direct traffic to any web site in violation of any applicable law or regulation or for any malicious purpose or in such a manner that, directly or indirectly, produces a negative effect on NeuStar or its systems or network (including, without limitation, overloading servers on the NeuStar network or causing portions of the NeuStar network to be blocked) or the systems or networks of any third party. In addition to its right to suspend and/or terminate the Service in accordance with this Section, NeuStar reserves the right to notify the appropriate law-enforcement agencies of such abuse.
13. Accurate Information.
You agree to provide complete, accurate, and current information as requested by NeuStar in order to provide the Services and (b) to update this information throughout the Term of this Agreement as needed to keep all such information complete, accurate, and current.
You agree that NeuStar may contact You with information that it deems of possible interest to You. These notices and announcements may include, but are not limited to, commercial emails and direct mailings concerning service changes, service/product upgrades, new services/products, or other relevant information.
You will defend at your own expense any action brought against NeuStar, its directors, officers, or employees by a third party to the extent that the action is based on a claim, suit, or proceeding ("Claim") that arises out of Your use of the Services, without limitation, any Claim (a) that the Data infringe or misappropriate any intellectual property rights of a third party; (b) that arises out of Your breach of Sections 8 or 12 of this Agreement. You will pay those costs and damages (including, but not limited to, reasonable attorneys' fees) awarded against NeuStar by a court of competent jurisdiction in any such action that are specifically attributable to such Claim, or those costs and damages agreed to in a monetary settlement of such action; provided, however, that NeuStar provides You with prompt written notice of the Claim, sole control of the defense and settlement of that Claim, and NeuStar provides You reasonable assistance regarding such Claim at your reasonable expense. You may not enter into any settlement or compromise of any such claim without NeuStar's prior written consent if such settlement or compromise would create obligations on NeuStar or adversely affect NeuStar's exercise of any of its rights under this Agreement, which consent shall not be unreasonably withheld. In addition, NeuStar will have the right to participate in the investigation, defense and settlement negotiations of any such Claim with separate counsel chosen and paid for by NeuStar.
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.
17. Arbitration/Governing Law.
Any dispute arising out of or relating to this Agreement, or the breach thereof, will be settled by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and its Optional Procedures for Large, Complex Commercial Disputes exclusively in Fairfax County, Virginia. Each Party will bear its own costs relating to such arbitration, and the Parties will equally share the arbitrators' fees, and the arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that adequately protects the confidential nature of the Parties' proprietary and confidential information. In no event will any arbitration award provide a remedy beyond those permitted under this Agreement, and any award providing a remedy beyond those permitted under this Agreement will not be confirmed, no presumption of validity will attach, and such award will be vacated. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.
Provision of the Services is exclusive of any applicable federal, state or local use, excise, value-added, gross receipts, sales and privilege taxes, duties, fees, universal service assessments or similar liabilities (other than general income or property taxes imposed on NeuStar). Any taxes or similar liabilities, however denominated, that may now or hereafter be levied on the Services provided, chargeable to or against You by any applicable government authority, shall be passed through to and payable by You. Should NeuStar be required to pay or pays these liabilities, You shall promptly reimburse NeuStar for such payments upon receipt of an invoice from NeuStar.
19. Copyright and Trademark Notices.
All images, text, programs, and other materials found in the Site are protected by the United States copyright laws. Any commercial use of the images, text, programs or other materials found in the Site is strictly prohibited without the express written consent of Neustar. The trademarks, service marks and logos identifying Neustar's products and services are the trademarks and/or service marks marks of Neustar. All other trademarks and service marks are the property of their respective owners.
Any notices to Neustar sent under this Agreement should be sent to:
46000 Center Oak Plaza
Sterling, VA 20166
You may not assign this Agreement without the express written permission of NeuStar. Any attempt to assign this Agreement in violation of this provision shall be a breach of this Agreement and will be null and void ab initio. 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.
Sections 3, 8, 9, 10, 15, 17, 18 and 22 shall survive the expiration or termination of this Agreement. This Agreement represents the entire agreement between NeuStar and You with respect to its subject matter, and there are no other representations, understandings, or agreements between NeuStar and You relative to such subject matter. Neither this Agreement nor any amendment thereto, or change, waiver or discharge of, any provision of this Agreement shall be valid against Neustar unless in writing and signed by You and an authorized representative of NeuStar.