UltraDNS Service Agreement Terms and Conditions 

Ultra Reseller Terms and Conditions (the Agreement)

This Managed UltraDNS Service Agreement, effective as of the date of electronic purchase through the dns-360.com website (the Effective Date) and set forth in the customers account record, is entered into by and between Analyze Corporation, a Delaware corporation having its principal place of business as set forth above, and any Affiliate thereof that is directly or indirectly involved with the provision of any Services (collectively, “Analyze” or “Reseller”), and the Customer, identified as Customer and having its principal place of business as set forth in their account information provided in the associated web form. Analyze and Customer are hereinafter referred to jointly as the “Parties” and each individually as a “Party”. The initial term is for 12 months, and is automatically paid by credit card monthly.  After the initial term has ended the agreement will continue month to month and will be automatically billed monthly until a written termination notice is provided by the customer (email being sufficient) AND all queries have stopped.  A month is defined as any part of a calendar month where queries are present in the UltraDNS dashboard.  For purposes of payment any one day in a calendar month will incur the full months billing for that month.

Except as specifically provided otherwise in this Agreement, in the event of any conflict between this Agreement, and any other documents or additional terms referenced herein, the following order of precedence shall be controlling: (a) this Agreement, (b) Exhibit A: Vercara UltraDNS Services (c) Exhibit B: Vercara Service Level Agreement for UltraDNS Managed External service, (d) any non-disclosure agreement between the Parties, (e) terms of an Agreement of SOW as applicable, (f) terms of a Customer purchase order.

1 SERVICE Subject to the following terms and conditions, Analyze Corporation represents and warrants that Vercara, LLC (formerly Neustar Security Services) shall provide to Customer the services designated herein (individually and collectively the ”Services”), the Services shall perform in accordance with published documentation and Exhibit B (SLA), and hereby represents and warrants Customer is granted a limited, non-exclusive, non-transferable right to access and use the Services. Except as set forth herein, no other grants, no other rights, or licenses are conveyed to Customer with respect to the Services. 

2 TERM AND TERMINATION The Initial Term of this Order Form shall commence upon the Effective Date of the signed agreement by the customer and shall continue for 12 months. Upon expiration of the Initial Term, this Service Agreement will automatically renew month to month for successive 1 month periods unless either Party provides written notice to the other Party thirty (30) days prior to its intent to terminate this Agreement. 

2.1 Effect of Termination. In the event of termination of the Ultra DNS Services, the Managed DNS Services will be terminated for all Customer Zone(s) on the date on which the Term expires or the date on which the Managed DNS Services are terminated by Vercara, Analyze Corporation, or Customer in accordance with the Agreement, as applicable. Customer is solely responsible for (i) removing the Customer Zone(s) and contacting its Registrar(s) to redirect DNS name server delegation for such Customer Zone(s); (ii) any Registrar modification fees incurred for changing DNS name server delegation; and (iii) procuring any new or replacement services upon termination or expiration. By not taking any action with respect to Customer Zone(s) before the date on which the Term expires or the Managed DNS Services terminate, as applicable, Customer hereby acknowledges and agrees that Vercara may, in its discretion, take any number of actions which include, but are not limited to, not resolving DNS Queries to such Customer Zone(s) which will likely result in interruption of its DNS resolution on and after the date on which the Term expires or the date on which the Vercara Managed DNS Services terminate, as applicable, redirect DNS Queries, or respond to such DNS Queries in a manner deemed suitable to Vercara.

3 FEES AND PRICING Customer shall pay the fees set forth in this Service Agreement. Payment shall be by automatic credit card payment.  If a valid credit card becomes un usable due to expiration or the customer with drawing it for any reason, customer agrees to provide anther valid credit card for billing with in 5 days of first notification to ensure sufficient billing through the end of the Term. To the extent practical Reseller shall periodically appraise Customer of their monthly service level usage to help avoid an overage charge situation. In the event that Customer uses the Services in excess of the amounts set forth in the Monthly Service Package, Customer shall pay the applicable Monthly Service Overage Fees set forth in Exhibit A.

4 ADDITIONAL REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS Customer warrants that (a) it has all right, title and interest to use and/or access all of the applications or content Customer provides to Vercara to perform the Services and all of the content accessed by Vercara at Customer’s direction to perform the Services (collectively, ”Content”); and (b) it shall provide complete, accurate, and current information as is necessary for Vercara to perform the Services and shall update this information as needed to keep all such information complete, accurate, and current.

5 INDEMNITY Subject to the provisions of this Service Agreement, Customer will defend at its own expense any action brought against Reseller, its directors, officers, or employees by a third party to the extent that the action is based on a claim, suit, or proceeding (”Claim”): (a) that arises out of or relates to the Content including, without limitation, a claim Reseller or Vercara has infringed upon any third party’s intellectual property rights in the Content.

6 ACCEPTABLE USE POLICY 

6.1 Customer shall not use, or allow use of, the Services in any of the following manners (”Abuses”) and shall be responsible for any such Abuses if committed by end users: (a) Use of the Services in an unlawful manner or for an unlawful purpose, including display of unlawful content; (b) Use of the Services to transmit or distribute material that intentionally contains a virus, ”Trojan Horse,” adware, spyware or data that is designed to corrupt or disable any computer file, database or network or, in Vercara’s sole discretion, is obscene, defamatory, or promotes unlawful behavior, including, without limitation, terrorism or violence (c) Use of the Services in a manner that, in Vercara’s commercially reasonable discretion, directly or indirectly produces or threatens to produce a materially negative effect on the Vercara Network or that interferes with the use of the Services or Vercara network by other customers or authorized users including, without limitation, overloading servers or causing portions of the Vercara Network to be blocked (d) Use of the Services to post substantively similar articles to an excessive number of newsgroups or to send unsolicited and/or mass e-mailings, whether or not such activities provoke complaints from the recipients; (e) Altering any aspect of the Service where such is not authorized; or (f) Use of the Services in a manner that causes or is designed to cause, a denial-of-service or similar attack to any other party whether on the Vercara Network or on another network.

6.2 Vercara may suspend a domain, a record, or the Services, as applicable, if, in Vercara’s reasonable determination, an Abuse occurs. Such suspension shall remain in effect until Customer corrects the applicable Abuse. In the event that, in Vercara’s reasonable determination, an Abuse is critically impacting, or threatens to impact critically, the Vercara Network or servers, Vercara may suspend a domain, a record or the Service, as applicable, immediately and without prior notice. In the event that an Abuse is not critically impacting the Vercara servers or network or threatening to do so, Vercara shall give Customer prior notice of any suspension. Customer’s failure to correct any Abuse within thirty (30) days after notice will entitle reseller to terminate this Agreement for breach without any liability or obligation to provide a refund to Customer for any Service suspended or terminated.

7 MISCELLANEOUS Section 5 (Indemnity) of this Service Agreement shall survive the expiration or termination of this Service Agreement. This Service Agreement represents the entire agreement between the Parties with respect to its subject matter, and there are no other representations, understandings, or agreements between Vercara and Customer relative to such subject matter. 

8 CONFIDENTIALITY Each Party shall take reasonable precautions to prevent unauthorized disclosure of the Confidential Information of the other Party. ”Confidential Information” shall mean information marked as Confidential at or before the time of disclosure, or if not marked, would be understood by a reasonable person to be confidential. No restriction shall apply with respect to Confidential Information which: at the time of disclosure, was in the public domain or in the possession of the receiving Party (”Receiver”); becomes publicly known through no fault of the Receiver; was received after disclosure from a third party who had a lawful right to disclose such information to the Receiver without any obligation to restrict its further disclosure; or is independently developed by the Receiver without use of the Confidential Information and without the participation of individuals who have had access to the Confidential Information. The Receiver may make disclosures required by court order provided the Receiver uses diligent efforts to limit disclosure and, upon request by the disclosing Party (”Discloser”), assists the Discloser in obtaining confidential treatment or a protective order. A Party receiving a court order to disclose Confidential Information shall, to the extent that it may legally do so, immediately advise the Discloser prior to making such disclosure so that the Discloser may take such other action it deems appropriate to protect the Confidential Information. In the event of any disclosure or loss of Confidential Information of the Discloser, the Receiver shall promptly and at its own expense notify the Discloser in writing and act and reasonably cooperate with the Discloser to minimize any damage resulting therefrom. The obligations set forth herein shall survive the expiration or termination of this MSA for a period of three (3) years or such longer period as required by law, regulation, or court order. The Receiver shall return or destroy the Confidential Information upon request of the Discloser. For the purpose of this Section 8, Vercara shall be deemed a Receiver of Customer’s Confidential Information and Reseller shall be liable for Vercara’s breach of this Section 8 with respect to its handling of Customer Confidential Information.

9 Limitation of Liability IN NO EVENT SHALL ANALYZE CORPORATION OR Vercara, BE LIABLE 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 4 Analyze Corporation 12332 Towncenter Plaza, Ste 617 Sterling, VA 20164 www.analyzecorp.com SERVICE AGREEMENT OR A SERVICE ORDER AND THE PROVISION OF SERVICES HEREUNDER, EVEN IF RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR BREACH OF ANY TERM FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH SHALL BE THE EXCLUSIVE REMEDY OF CUSTOMER AND RESELLER’S SOLE LIABILITY. IN NO EVENT SHALL ANALYZE’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY DIRECT DAMAGES EXCEED THE LESSER OF: (i) ACTUAL DIRECT DAMAGES OR (ii) AMOUNTS ACTUALLY PAID BY CUSTOMER TO ANALYZE IN CONNECTION WITH THE CONTESTED SERVICE OVER THE PRECEDING TWELVE (12) MONTHS FROM THE TIME THE EVENT RESULTING IN LIABILITY OCCURS.

10 GOVERNING LAW The Service Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without regard to its conflict of law principles.

EXHIBIT A
Vercara UltraDNS Services

Maximum permitted queries per month are dependent on the Customer’s current monthly subscription level as follows:

Overage pricing applies when Customer exceeds their current service limits, included maximum permitted queries, for any of the following services at the listed rates in the table below:

Note: This Agreement shall be incorporated into the Analyze Reseller Agreement between Vercara and Analyze.

EXHIBIT B

Vercara Service Level Agreement for UltraDNS Managed External Service

This Service Level Agreement (“SLA”) for UltraDNS Managed External Service is subject to the terms of, and is hereby incorporated into, the Managed UltraDNS Service Agreement.  Failure by Vercara to meet this SLA shall not constitute a breach of the Managed UltraDNS Service Agreement but shall afford Customer the remed(y/ies) set forth in Section 4 below.

1. Definitions 
   1.1 “Authoritative DNS” shall mean a name server service that gives DNS answers that have been configured by an original source, for example, the domain, in contrast to answers that were obtained via a regular DNS query to another name server. An authoritative-only name service only returns answers to queries about domain names that have been specifically configured by the administrator.
   
   1.2 “API” shall mean the Application Programming Interface provided by Vercara to its customers as a means of creating, reviewing, updating or deleting DNS configurations and related service options within the UltraDNS platform.
   
   1.3 “UI” shall mean the web-based user interface provided by Vercara to its customers as a means of creating, reviewing, updating or deleting DNS configurations and related service options within the UltraDNS platform.
   
   1.4 “AXFR/IXFR” shall mean the process mechanism provided by Vercara to allow DNS administrators to transfer databases containing DNS data into the UltraDNS platform for replication across and announcement by the Vercara Server Network.
   
   1.5 “AXFR/IXFR Zone Transfers” shall be described as one of the possible database replication mechanisms in RFC 1034.
   
   1.6 “Credit” shall mean the pro-rated value of one day of fees determined by dividing the Monthly Service Package Fees by the number of days in the calendar month in which the Service Outage occurs.
   
   1.7 “Customer Support Services” shall mean customer support services available generally to customers and Resellers of Vercara.
   
   1.8 “Vercara Server Network” means the integrated hardware and software as combined to form the network deployed and controlled by Vercara in connection with the provision of the Services. The Vercara Server Network shall not include any third-party hardware, software or networks not deployed and under the control of Vercara or telecommunications services or infrastructure providing a connection between any Vercara servers used in the provision of the Services.
   
   1.9 “Propagation” shall mean the distribution on a DNS response change throughout the entire Vercara Server Network so that is available to be served as an Authoritative DNS response.
   
   1.10 “Service Outage” shall mean an event where Vercara has failed to meet any of the SLAs in Section 2.2 below and no exception in 2.3 applies.
   
   1.11 “Case” shall mean any inquiry or request for support. A case may be a problem the customer is experiencing, a request for technical assistance, or a billing or service question.
   
   1.12 “Initial Response” shall mean the first initial response to the case by Customer Support. The nature of a response varies based on the case. For example, a response may be the answer to a basic question that is answered immediately either by telephone or email. In many cases the response will be the initial acknowledgement by Customer Support that notification of the case has been received, a case/ ticket number has been assigned, and Customer Support is working to provide a resolution. Interim update responses may be provided.
   
   1.13 “Case Priority Level” The priority level assigned to an inquiry or case identifies the urgency in resolution. The lower the priority level, the higher the urgency within the Support Department. Case Priority Level shall mean:
    
2. Service Levels 
   2.1 During the Term, Vercara will use commercially reasonable efforts to provide the Services without a Service Outage. Vercara, in its sole but reasonable discretion, shall determine whether a Service Outage occurred based on its records and data.
   
   2.2 Service Levels:
   
   2.3 Failure of an SLA shall not be considered a Service Outage when any of the following exceptions apply:
   
   2.3.1 Customer’s misuse of the Services through commission of an Abuse, Non-Vercara application programming or non-performance thereof;
   
   2.3.2 Non-performance or negligent or unlawful acts or omissions by Customer or Customer’s agents or its suppliers;
   
   2.3.3 Problems or delays associated with Customer’s domain name registrar;
   
   2.3.4 Unavailability of Customer’s network or the network of the party conducting the query, including that resulting from telecommunications failures;
   
   2.3.5 Problems or delays associated with third party networks or networks outside the Vercara Server Network;
   
   2.3.6 Force Majeure Events or denial-of-service attack (e.g., synchronized number sequence attacks) or similar, malicious attack on the Vercara Server Network or Customer, its authorized agents or suppliers;
   
   2.3.7 Suspension or termination of the Services by Vercara in accordance with the terms of the Service Order;
   
   2.3.8 Inaccurate and/or insufficient information or configuration information provided by Customer;
   
   2.3.9 The queried hostname receives less than 1000 queries per day;
   
   2.3.10 Scheduled maintenance (not impacting DNS Query uptime for UltraDNS Service as per 2.2.
   
3. Scheduled Maintenance. 
   3.1 Vercara may perform maintenance on its systems at any time but will be limited to a maximum of six (6) hours of scheduled maintenance during the week. Scheduled Maintenance may result in the Customer’s inability to access (a) client-side web-based user interfaces, (b) zone/data transfer mechanisms, or (c) applications programming interfaces (APIs), or other Customer accessible data manipulation software. Vercara will maintain a standard maintenance window on Sunday beginning at 0400 AM Greenwich Mean Time (GMT), but may initiate an additional maintenance window during a weekday at a time period that is communicated to the Customer at least forty-eight (48) hours in advance. Additionally, Vercara may take an emergency maintenance outage of no more than four (4) hours once per month with four (4) hours advanced notice. Notice of Scheduled Maintenance will be provided to Customer’s designated point of contact by a method elected by Vercara (including telephone, email, fax, pager, mail or notification to the Vercara Customer management portal). DNS queries will continue to resolve during Scheduled Maintenance.
    
4. Remedies for Service Outages. 
   4.1 If Vercara determines that the Service Outage reported by Customer occurred, Vercara will issue to Customer a Credit, upon Customer’s request, as per Remedies for Service Outages in 2.2.
   
   4.2 Any claims for a Credit must be made by Customer within seven (7) days after the alleged Service Outage and will be made to Vercara’s Customer Support organization in writing. Claims made more than seven (7) days after the event will not be eligible for any of the remedies described herein. Customer will provide to Vercara all relevant details and documentation supporting Customer’s claims of a Service Outage. Vercara will investigate the claim and will respond back to Customer within ten (10) business days of receipt of the notification of a claim from Customer. Customer may not accumulate more than thirty (30) Credits in any calendar month. Credits obtained by Customer shall have no cash value but will apply against Monthly Service Package Fees in future invoices. Vercara will use commercially reasonable efforts to reflect Credits on invoices issued one calendar month after the occurrence of the Service Outage. Credits shall only apply to Services provided pursuant to the Monthly Service Package Fee set forth in the Order Form and will not apply to any Vercara professional services or any other form of custom development services provided by Vercara. Customer’s sole and exclusive remedy, and Vercara’s sole and exclusive liability, in the event Vercara fails to meet this Service Level Agreement, shall be to receive a Credit in accordance with the terms of this Section 4.