1. USE OF DONUTS MATERIALS: This Agreement applies to Licensee’s access to, and use of, the service, content, documentation, code, data and related materials made available by Donuts to Licensee, including the RNS application interface (collectively, the “Donuts Material”). Licensee agrees to the terms of this Agreement and to follow all applicable laws and regulations. Licensee represents and warrants that Licensee is authorized to grant all permissions and licenses provided in this Agreement and can bind Licensee to this Agreement. Use of Donuts Material is currently at no cost to Licensee although Donuts retains the right, at its sole discretion, to begin charging Licensee for use of Donuts Material. Donuts will notify Licensee thirty (30) days prior to a change in the fee for use of Donuts Material.
2. GRANT OF LICENSE: Subject to Licensee’s full compliance with all of the terms and conditions of this Agreement, Donuts grants Licensee a non-exclusive, revocable, non-sublicensable, non-transferable license to download, access and use the Donuts Material to develop, implement and integrate the Donuts Material with Licensee’s domain name registration services, solely in conjunction with Licensee’s use, reproduction, distribution, transmission, display and performance of RNS. Licensee may not install or use the Donuts Material for any other purpose without Donuts' prior written consent. Donuts will provide reasonable implementation consulting to Licensee upon request.
3. LICENSEE OBLIGATIONS: In consideration for the access and use of the Donuts Materials, Licensee agrees to: i) provide Donuts with a list of all websites on which the Donuts Materials will be utilized and notify Donuts of any changes to that list during the term of this Agreement; ii) only make RNS calls based on a domain search query performed by an actual third-party end user; iii) display at least five (5) DSS domain search results for each search query performed by an end user; iv) not use Donuts Materials for data mining, research, or any other purpose, internal to Licensee or otherwise, other than that specified in this Agreement; v) use reasonable efforts to provide Donuts with a report each month detailing the number of domain registrations, conversions and shopping cart adds resulting from the use and display of the RNS search results; and vi) meet via teleconference, not less than monthly, to discuss performance of the API and the RNS search results. Donuts, in its sole discretion, expressly reserves the right to limit the number and/or frequency of RNS requests, and may suspend, throttle, or revoke Licensee’s access to the Donuts Materials based on excessive frequency or query volumes. Excessive frequency or high query volumes of RNS request may result in account suspension or termination if not explicitly addressed in a reasonable time period by Licensee.
4. PROPRIETARY RIGHTS: As between Donuts and Licensee, the Donuts Materials, as may be updated and modified from time to time, including any and all data, documentation and code made available, collected and/or derived through the RNS, and all intellectual property rights in and to all of the foregoing, and any improvements made to the Donuts Materials based on Licensee’s use or feedback regarding the same, are and will at all times remain the sole and exclusive property of Donuts and are protected by applicable United States intellectual property laws and foreign treaties. 5. OTHER RESTRICTIONS: Except as expressly and unambiguously authorized under this Agreement, Licensee may not: (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer ordecompile, modify or alter any part of the Donuts Materials; (ii) otherwise use the Donuts Materials on behalf of any third party; or (iii) design or permit the Donuts Materials to disable, override or otherwise interfere with any Donuts implemented communications related to RNS search results.
6. MODIFICATIONS TO THIS AGREEMENT: Donuts reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement, the RNS, and Donuts Material and to impose new or additional rules, policies, terms, or conditions on your use of Donuts Materials, including the RNS. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Licensee’s continued use of Donuts Materials, including the RNS, following the additional of Additional Terms will be deemed to constitute Licensee’s acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
7. WARRANTY DISCLAIMER: THE DONUTS MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, DONUTS AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE DONUTS MATERIALS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, DONUTS DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE DONUTS MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE.
8. IMPLEMENTATION/TECHNICAL SUPPORT: Donuts will provide Licensee email support during standard business hours between 9:00 am and 8:00 pm Greenwich Mean Time via the email address firstname.lastname@example.org.
9. LIMITATION OF LIABILITY: REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL DONUTS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE DONUTS MATERIALS OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00), EVEN IF DONUTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. INDEMNITY: Licensee agrees that Donuts will have no liability whatsoever for Licensee’s use of the Donuts Materials. Licensee will indemnify and hold harmless Donuts, and any of its affiliates or subsidiaries, from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) from third parties arising from Licensee's use of the Donuts Materials.
11. TERM AND TERMINATION: The term of this Agreement will be one (1) year from the Effective Date, and will automatically renew for additional one (1) year periods thereafter. Donuts may terminate this agreement at any time for convenience by giving Licensee five (5) days’ notice in writing, email being a sufficient form of notice. Without limiting the foregoing, Donuts may also terminate or suspend Licensee’s account if the account is dormant and has no activity for sixty (60) days. Licensee may terminate this agreement for convenience upon sixty (60) days prior written notice, email being a sufficient form of notice. In the event that Licensee breaches or violates any provision of this Agreement, Donuts may terminate this Agreement immediately. Any termination of this Agreement will also terminate the license(s) granted hereunder. Upon termination of this Agreement for any reason, Licensee will cease using, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Donuts Materials (including all user data), and will so certify to Donuts that such actions have occurred. Donuts will have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 3-5, 7, and 9-12 will survive termination of this Agreement.