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HomeMy WebLinkAboutOpen DNS, IncSouthold Town Board - Letter Board Meeting of April 20, 2010 RESOLUTION 2010-306 ADOPTED Item # 5.14 DOC ID: 5867 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-306 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 20, 2010: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Enterprise Services Agreement between the Town of Southold and OpcnDNS~ Inc. regarding a software application for content filtering and websitc access management, for a one year term, subject to thc approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNAN'rt4ous] MOVER: Vincent Orlando, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell Generated April 21,2010 Page 23 · DocuSign Envelope ID: 327C5DB7-0C1E-4362-94F2-C53FC8B99D66 /i~l~ Er et ele~pe ID: F2813 D~8-813D-4384-B008-A7~FDEB2 OPENDNS ENTERPRISE SERVICES AGREEMENT This Services Agreement (the "Agreement") is enter~ into as of the date of lnst signature below (the "Effective Date"). between OpenDNS Inc., a Delaware Corporation with its principal place of business at 410 Townsend Street, Suit~ 250, San Francisco, CA 94107 COpenDNS") and the "Customer" listed below Cu~;..ii~r: Town efSouthold Contact: LloydReisenberg Addr~ 5 3 0 9 5 Main Road PO BOX 1 17 9[ Phone: (631) 765-1891 ISouthnlfl. ~¥ 11q71 ' FaX: ~ I Cuuuh.y; US~. ~m,fl; Iloyd.reisenbei~u~iuwu-southald.nv.us Service and Fee Information Service' OpcnDNS Enterprise Service p.o.~ .~e A-thor~e~ # of Users 200 Subscription Term 1 year from Service Start Date Service Start Date Date of lasl ~i.on~ree below unless otherwise noted License Fees / pa~vment $2000.00 Apm,.lly (due NET30) Renewal Terms Automatically for consecutive renewal terms of twelve (12) months, unless tv, rminated by either party upon sixty (60) days written notice of non- renewal prior to the expiration of thc applicable Term. Additional Terms *For renewal, multi year options are available with 10% discount for 2-year term :20% discount for 3-year term. Please cotfmct us upon renewal if you would like e.h~n~e term length. [~ and Payment. All f~as shall be due and payable upon thc commen~mant ofth~ Sub~dpfion Term and on the first day of OpanDNS reserves fl~e right to suspend thc Servioe (of which it shall provide advanc~ noti~, which may be by omail) until Customer pays all past due amounts. This A~t~,,,ant includes this Ouo~atinn and A~ent Dean and incorooratas by reference O~ouDN$' Terms of Usc as found at OoenDNS > Terms of Uso ChtlwJ/www.ov~ndn~.convtrans~ which contains, amon~ other thin~g, wol~m~W disclaimers, Ii~hility l~rnitatinns and uso limitations. · BY av~:~u;;,ig this A~=menL You aaree to file Terms of this Am'cement and the OoanDNS Terms of Uso. If You are entering into this Aereemant on behalf of a CumuaUe or other ]~eal emitv. You reore~nt that You have the mrtlwrltv to bind entity and i~s affiliates to this Aaranmant. in which case the term "You" shall refer to such entity and its afffiiates. Any different or additional terms of any related quote, purchase order, confirmation, or similar form, even ii' signed by the parti~ after the date, hereof shall have no force or effect. Customer: . . OpenDNS, IBC. I 3A66FC4N]AB04DA.., 4/28/2010 Date: ~. "~ ~ ('C) Date: .., 'DocuS~n'Envelepe ID: F2813D38-813D-4384-B008-A758546FDEB2 OPENDNS ENTERPRISE SERVICES AGREEMENT This Services Agreement (the "Agreement") is entered into as of the date of last signature below (the "Effective Date"), between OpenDNS inc., a Delaware Corporation with its principal place of business at 410 Townsend Street, Suite 250, San Francisco, CA 94107 ("OpenDNS") and the "Customer" listed below Customer: Town of Southold Contact: Lloyd Reisenberg Address: Phone.' (631) 765-1891 Fax: Country: USA Email: lloyd.reisenber~town.southold.n¥.us Service and Fee Information Service OpenDNS Enterprise Service Package Authorized # of Users 200 Subscription Term 1 year from Service Start Date Service Start Date Date of last signature below unless otherwise noted License Fees / Payment $2000.00 Annually (due NET30) Renewal Terms Automatically for consecutive renewal terms of twelve (12) months, unless terminated by either party upon sixty (60) days written notice of non- renewal prior to the expiration of the applicable Term. Additional Terms *For renewal, multi year options are available with 10% discount for 2-year term 20% discount for 3-year term. Please contact us upon renewal if you would like change term length. Fees and Payment. All fees shall be due and payable upon the commencement of the Subscription Term and on the first day of each renewal Term. ~' ~ .Il ...... r ...... , ......... o ........... , .......... , -r ......... I ,~1 · -- II I OpenDNS reserves the right to suspend the Service (of which it shall provide advance notice, which may be by email) until Customer pays all past due amounts. This Agreement includes this Quotation and Agreement page and incorporates by reference OpenDNS' Terms of Use as found at OpanDNS > Terms of Use (http://www.opendns.com/terms) which contains, among other things, warranty disclaimers, liability limitations and use limitations. By accenting this Agreement, You agree to the Terms of this Agreement and the OpenDNS Terms of Use. If You ~re entering into this A~reement on behalf of a Comnanv or other letal entity. You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the term "You" shall refer to such entiW and its affiliates. Any different or additional terms of any related quote, purchase order, confirmation, or similar form, even if signed by the parties after the date, hereof shall have no force or effect. By:CUst°mer:,~~ /~ ~4~Jt7/ By:OpenDNS' Inc.: Name: Title: .~ ~ (./~f ~ Title: Date: tl~ ~ _,~ ~ ( C~ Date: Envelope Number: F2813D38813D4384B008A758546FDEB2 Subject: OpenDNS Order Form Source Envelope: Document Pages: 1 Signatures: 2 Certificate Pages: 1 initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Status: Sent Envelope Originator: Joshua Perkins 410 Townsend Street, Suite 250 San Francisco, CA 94107 joshua@opendns.com IP Address: 67.215.69.3 Status: Original 3/29/2010 9:56:01 AM PST Holder: Joshua Perkins joshua@opendns.com Location: DocuSign Lloyd Reisenberg Iloyd.reisenberg@town.southold.ny.us Security Level: Email, Account Authentication (None) Consumer Disciosure: Accepted: 3/29/2010 11:12:21 AM ID: 6b1676da-4b13-4e78-80e5-f575e692e583 Michele Law michele@opendns.com VP Business Development OpensDNS Security Level: Email, Account Authentication (None) Consumer Disclosure: Not Offered ID: Sent: 3/29/2010 10:02:28 AM PT Delivered: 3/29/2010 11:12:23 AM PT Envelope Sent Hashed/Encrypted 3/29/2010 10:02:28 AM PT southold (Sign out) Your IP: 24.38,28,228 Terms of Use Acceptance of Terms. The following terms and conditions govern ell use of (i) the btto://www.ooendns.com/websita (the Site), (ii) the services and products available at or through the Site, and (iii) the OpenDNS Domain Name System ('DNS') services and the OpenDNS software associated with the DNS, (taken together, (ii) and (iii) are the Service). The Service is owned and operated by OpenDNS Incorporated (OpenDNS). The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this Site by OpenDNS (collecUvely, the Terms of Use). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING THE S~TE OR OTHERWISE USING THE SERVICE. BY ACCESSING THE SITE OR USING ANY PART OF THE SERVTCE, YOU (EITHER AN TNDIVIDUAL OR A LEGAL ENqTrY THAT YOU REPRESENT AS AN AUTHORIZED EMPLOYEE OR AGENT) (YOU) AGREE THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS OF USE, THEN YOU MAY NOT ACCESS THE SITE, SERVICE, OR ANY PART THEREOF. OPENDNS' ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, TO THE EXCLUSION OF ALL OTHER TERMS; TF THESE TERMS OF USE ARE CONSIDERED AN OFFER BY OPENDNS, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. If you have entered into a Master Services Agreement with OpenDNS, and there is any inconsistency between the terms of the Master Services Agreement and the terms of these Terms of Use, the terms in such Master Services Agreement control your use of the Service instead of the terms of these Terms of Use. The Service is available only to individuals who are at least ~.3 years old or possess legal parental or guardian consent. If you do not so qualify, do not attempt to use the Service. OpenDNS may refuse to offer the Service to any person or entity at any time and may change its eligibility criteria, at any time, in its sole discretion. Modification of Terms of Use. OpenONS reserves the right, at its sole discretion, to modify or replace any of these Terms of Use at any time. OpenDNS will notify you of changes on the Site and through the OpenDNS blog (http://blog.opendns.com/and we may send an email to registered users to notify them of the change. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. New Features. OpenDNS may, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to these Terms of Use. Your continued use of the Service after the introduction of new features and/or services constitutes your acceptance of the Terms of Use. An~i-Phishing Service. AS part of the Service, OpenDNS endeavors to identify phishing websitas (i.e. websites which fraudulently collect personal information) end notify those persons using the Service when they attempt to visit a website identified as a phishing website. Notwithstanding the foregoing, OpenDNS does not guarantee that the Service will identify all phishing websites or notify you of soch websites. OpenDNS is not liable for the effect of (including, without limitation, your reliance on) this anti-phishing service. Blocking Services. As part of the Service, OpenDNS allows registered users to choose to block certain categories of websites (i.e., websitas with content for adults) or individual websitas. OpenDNS endeavors to identify the category of websita and notify those persons using the Service with these services enabled when they attempt to visit a websita identified as belonging to a designated category or selected as an individual block. Notwithstanding the foregoing, OpenDNS does not guarantee that the Service will accurately block such websitas or notify you of such websitas. OpenDNS Js not liable for the effect of (including, without limitation, your reliance on) these blocking services. Privacy. OpenDNS' current Site Privacy Statement is available at httD~//www.oDen~hs,com/orivacvJ (the Privacy Policy), which is incorporated by this reference. For inquiries in regard to OpenDNS' Privacy Policy, or to report a privacy related problem, please contact terms-of-use@opendns.com. Rules and Conduct. The Site and the Service and any Content (as defined below) made available on or through the Service is provided only for (a) your own personal use, (b) your internal business use or (c) if you are a Managed Service Provider (as defined below), use in the support of your customers that use the Service for their own personal or internal business use, all in compliance with all applicable laws, rules and regulations. If you desire to make any other commercial use of the Site or the Service, including but not limitad to customizing, selling or distributing the Service (whether as a stand-alone service or bundled with your services) for consideration of any kind or for no consideration, you must first obtain OpenDHS' specific written approve~ ~n advance and/or enter into a written agreement with OpenDNS. The Service Is intended for use described above only and may not be used in connection with any other commercial endeavors except those that are specifically endorsed or approved by OpenDNS in writing. Except for distributions for the use described above to your employees or independent contractors for your internal business use and In compliance with these Terms of Use, you may not distribute or otherwise commercially exploit or make available to any third party the Service, or any part thereof, in any way. "Managed Service Provider" means a service provider that manages or administers the OpenDNS account of a third party for the third party's internal business or personal use only. If you are a Managed Service Provider, you (i) shall not use, administer or manage the Service in violation of these Terms of Use, (ii) acknowledge and agree that the OpenDNS Service account is for the benefit of the OpenDNS customer only and upon any termination of your relationship with your customer, the customer will be free to use, manage and administer the Service on its own, (iii) agree not to charge for the Service and to ensure that your customers understand that any fees that you charge are solely for your services and not for the Service, (iv) shall not frame this Site, the Service or its content in any manner, and (v) shall not, and shall not attempt to, block or remove any advertisements contained in or offered through the Service. Any unauthorized use of the Service is expressly prohibited. For purposes of these Terms of Use, "Content" includes, without limitation, any information or data (including, information or data generated or otherwise provided by OpenDNS or its partners through the Service or related services, or otherwise available through the Site that are not Submissions (as defined below)), text, software, scripts, graphics, photos, documents and interactive features. You promise not to use the Service for any purpose that is unlawful or prohibited by these Terms of Use. You agree to abide by all applicable local, state, national and international laws and regulations. By way of example, and not as a limitation, you agree not to (or permit others to) :(a} take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any "Submissions" such as, without limitation, postings to the OpenDNS Community, comments, text, communications, software, images, sounds, data or other materials or information) using any communications service or other service available on or through the Service, that: · infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; · is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, Invasive of another's privacy, tortious, obscene, offensive, profane or which otherwise violates the Terms of Use; · constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"); · imposes an unreasonable or disproportionately (in the sole Judgment of OpenDNS) large load on OpenDNS' computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise; · contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of OpenDNS or any third party; or · impersonates any person or entity, including, without limitation, any employee or representative of OpenDNS. You will not use any robot, spider, scraper or other automated means to access the Service for any purpose without OpenDNS' express written permission. Additionally, you will not: (i) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (ii) bypass any measures OpenDNS may use to prevent or restrict access to the Service. You shall not (and you shall not permit others to), directly or indirectly, modiff, translate, decompile, disassemble, or reverse engineer any part of the Service or any Content available through the Site (except to the limited extent applicable laws specifically prohibit such restriction); or copy, rent, lease, distribute, or otherwise transfer any or the rights that you receive hereunder. In addition, you shall not remove any proprietary notices or labels. You may not harvest or collect information, including, without [imitation, screen names, about other members or users of the Service. The use of any information learned through the Service or while in the Site is limited to the express purposes set forth in these Terms of Use; all other uses, including, without limitation, sending unsolicited bulk e-malt, are strictly prohibited. OpenDNS may remove any Content and Submissions at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or Submissions), or for no reason at ell. OpenDNS may, at its sole discretion, immediately terminate your access to the Service should your conduct fail to conform strictly and terms or conditions of these Terms of Use, including, without limitation, with any provision of this section. Please repor~ any violation of these Terms of Use by contacting OpenDNS at terms-of-use~opendns.com. Registration. As a condition to using the Service, you may be required to register with OpenDNS by providing information to be specified during the registration process and entering an email address and selecting a password and screen name ("OpenDNS User iD"). You shall provide OpenDNS with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your OpenDNS account. In addition, you agree to maintain and update your registration information to ensure that it Is accurate and complete at all times. You may not (i) select or use as an OpenDNS User iD a name of another person with the intent to impersonate that person; (ii) use as an OpenDNS User ID a name subject to any rights of a person other than you without appropriate authorization] or (iii) uae as an OpenDNS User iD a name that is otherwise offensive, vulgar or obscene. OpenDNS reserves the right to refuse registration of, or cancel an OpenDNS User ID in its sole discretion. You are solely responsible for activity that occurs on your account end shall be responsible for maintaining the confidentiality of your OpenDNS password. You may never use another user's account without such other user's express permission. You will immediately notify OpenDNS in writing of any unauthorized use of your account, or other account related security breach of which you are aware. Payment and Electronic Communications, if you have purchased a paid Service, you are expressly agreeing that OpenDNS is permitted to bill you the applicable fees, any applicable tax and any other charges you may Incur with OpenDNS in connection with your use of the Site and/or 5ervica and that the fees will be billed to the credit card or your PayPal account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. [f payment is not received or cannot be charged to your credit card or PayPal account for any reason in advance of the applicable subscription period, OpenDNS reserves the right to either suspend or terminate your access to the Site and/or any Service and terminate these Terms of Use. Subscription fees are payable in U.S. Dollars and based on Services purchased and not on actual usage. All fees are non-refundable. If you have purchased a paid subscription to the Site and Service, your subscription will automatically renew for additional, successive subscription periods equal in duration to the initial subscription period that you initially purchased unless you terminate your subscription prior to the next renewal period. You acknowledge and agree that OpenDNS will automatically charge your credit card or PayPal account on record with OpenDNS for the then- current subscription period upon the commencement of any renewal period. You will provide OpenDNS with valid and updated credit card or PayPal information and you authorize OpenDNS to charge such credit card or PayPal account for all purchased subscriptions and renewals. You may terminate your subscription to the Site and Service at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods but any subscription fees you have paid in advance will not be refunded. By using the Site, you consent to receiving electronic communications from OpenDNS. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Site and Service. These electronic communications are part of your relationship with OpenDNS and you receive them as part of your subscription to the Site and/or Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Third Party Sites. The Service may permit you to link to other websites or resources on the Tnternet, and other websites or resources may contain links to the Site. These other websites are not under OpenDNS' control, and you acknowledge that OpenDNS is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by OpenDNS or any association with its operators. You further acknowledge and agree that OpenDNS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource. Content and Submissions, (a) OpenDNS Content Generally. You agree that the Site and Service contains Content specifically provided by OpenDNS or Its partners and that such Content Is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by OpenDNS in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content. However, OpenDNS hereby grants you a limited, revocable, non-sublicansable license to reproduce and display the Content (excluding any software code) solely for your personal and non-commercial use as expressly authorized under these Terms of Use; provided, that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of OpenDNS. OpenDNS has no obligation to monitor the Site, Service, or Content. Use of the Content for any purpose not expressly permitted in these Terms of Use is prohibited. Any rights not expressly granted herein are reserved. (b) Submissions Posted by User(s). OpenDflS provides features through the Service which allow users to upload, submit, disclose, distribute or otherwise post Submissions at or on the Site or otherwise through the Service (such as through the OpenDNS Community). Tf OpenDNS provides such features, you: · grant to OpenDNS, its affiliates and their assignees the perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit such Submissions In any form and for any purpose, Including without limitation, any concepts, Ideas or know-how embodied therein; · represent and warrant to OpenDNS that you own or otherwise control all rights to such Submissions and that disclosure and use of such Submissions by OpenDNS (including without limitation, pubJishing content at the Site) will not infringe or violate the rights of any third party; and · acknowledge that such Submissions may not be treated confidentially. You agree not to provide OpenDNS with any information that you desire or are required to keep secret. If you are enabled to post Submissions as contemplated by this subsection (b), you are solely responsible for the Submissions you post on or through the Service. OpenDNS does not endorse and has no control over the Submissions posted or otherwise provided by users. OpeRDNS reserves the right to, immediately and without notice, delete or otherwise remove any user Submissions that, in OpenDNS' sole discretion it determines, violates these Terms of Use or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Teffnination. OpenDNS may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate these Terms of Use or your OpenDNS account (if you have one), you may simply discontinue using the Service. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. No Wawanties. THE SERVICE, SITE AND ALL CONTENT, SUBMISSIONS, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE, ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE SERVICE, SITE AND CONTENT~ SUBMISSIONS, PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IHPLIED, INCLUDING, BUT NOT LIHITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLTED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. OPENDNS, AND TTS AGENTS, PARTNERS, SUPPLIERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) ANY CONTENT OR SUBHISSTONS, INCLUDING, WTTHOUT LIMITATION, ANY RESULTS, DATA, OR INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELTABLE, OR COMPLETE; (B) THE SERVTCE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE CONTENT OR SUBMISSIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICE, OR OBTAINING PRODUCTS THROUGH THE SERVICE, WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. NEITHER OPENDNS NOR 1TS AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS MAKES ANY WARRANTIES OF ANY KIND IN REGARD TO ANY CONTENT, SUBMISSIONS, OPINIONS, ADVICE AND ALL OTHER INFORMATION EXPRESSED OR POSTED BY USERS OF THIS SITE, Limitation of Liability. IN NO EVENT SHALL OPENDNS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLTERS BE LIABLE UNDER CONTRACT, TORT, STRTCT LTABIL[TY, NEGLTGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SITE, THE SERVICES OR ANY CONTENT OR PRODUCTS ACCESSIBLE THROUGH THE s['rE AND SERVICE (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENT[AL DAMAGES OF ANY KIND WHATSOEVER, SUBST[TUTE GOODS OR SERVICES (HOWEVER ARISING), (IT) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGTNATTON), (ITl) FOR ANY ERRORS, OMISSTONS, OR INACCURACIES IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND TNCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SUBMTSSTONS POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVATLABLE AT OR THROUGH THE STTE AND SERVICE. TN NO EVENT SHALL OPENDNS' AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OF USE, THE SITE OR THE SERVICE EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITAT[ON OF INCTDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMTFATIONS AND EXCLUSTONS MAY NOT APPLY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT OPENDNS SHALL NOT BE LIABLE FOR ANY SUBMTSSTONS OR USER CONDUCT. Indemnification. You agree to defend, indemnify, and hold harmless OpenDNS, its affiliates and their employees, contractors, officers, directors and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from your (i) use or misuse of the Service; (ii) your access to the Site, use of the Service, your Submissions, violation of the Terms of Use by you; or, (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. OpenDNS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with OpenDNS in asserting any available defenses. Intemational/Non-Califomia Use. OpenDNS makes no representation that the Content or Submissions are appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content or Submissions are illegal. Tf you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws. Dispute Resolution. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in Judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and OpenDNS agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. You expressly agree that the exclusive jurisdiction for any claim or action adsing out of or relating to these Terms of Use or your use of this Site or Service shall be filed only in the state or federal courts located in San Francisco County, California and you further agree and submit to the exercise of persona[ jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. Integration and Severability These Terms of Use are the entire agreement between you and OpenDNS with respect to the Service and use of this Site, and supersede ail prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and OpenDNS with respect to this Site (but excluding the use of any software which may be subject to a separate end-user license agreement). If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. Miscellaneous. These Terms of Use and the Service contemplated hereunder are personal to you, and are not assignable, transferable or sublicensable by you except with OpenDNS' prior written consent. OpenDNS may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, Joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. Tn any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Copyright and Trademark Notices. Unless otherwise indicated, all Content provided by OpenDNS is copyright © 2010 OpenDNS Incorporated. All rights reserved. OpenDNS and PhishTank are either trademarks or registered trademarks of OpenDNS Incorporated. The names of actual companies and products mentioned at the Site may be the trademarks of their respective owners. Digital Millennium Copyright Act Notice. OpenDNS has adopted the following policy toward copyright infringement in accordance with the Digital Hillennium Copyright Act (ht~: ~/Icweb.loc.gov/copyrightJlegis!ation~mca.~odf). The address of OpenDNS' Designated Agent to Receive Notification of Claimed Infringement ('Designated Agent') is listed at the end of this policy. It is OpenDNS' policy to (1} block access to or remove Submissions and content posted by users that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue providing the Service to repeat offenders. A. Procedure for Reporting Copyright Znfringements: If you believe that Submissions or content residing on or accessible through the OpenDNS web site or Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below; 1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed; Identification of works or materials being infringed; 3. Identification of the Submissions or content that is claimed to be infringing including information regarding the location of the Submissions or content that the copyright owner seeks to have removed, with sufficient detail so that OpenDNS is capable of finding and verifying its existence; 4. Contact information about the notifier including address, telephone number and, if available, e-mail address; 5. A statement that the notifier has a good faith belief that the Submissions or content is not authorized by the copyright owner, its agent, or the law; and S. A statement made under penalty of perjury that the information provided is accurate and the notifying par~y is authorized to make the complaint on behalf of the copyright owner. B. Once Proper Bona Fide ~[nfringement Notification is Received by the Des ignated Agent: It is OpenDNS' policy: 1. to remove or disabie access to the infringing Submissions or content; 2. to notify the Submissions or content provider, member or user that it has removed or disabled access to the Submissions or content; and 3. that repeat offenders will have the infringing Submissions or content removed from the system and that OpenDNS will terminate such content provider's, member's or user's access to the Service. C. Procedure to Supply a Counter-Notice to the Designated Agent: If the Submissions or content provider, member or user believes that the Submissions or content that was removed or to which access was disabled is either not infringing, or the Submissions or content provider, member or user believes that it has the right to post and use such Submissions or content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the followtng information to the Designated Agent listed below: 1. A physical or electronic signature of the Submissions or content provider, member or user; 2. identification of the Submissions or content that has been removed or to which access has been disabled and the location at which the Submissions or content appeared before it was removed or disabled; 3. A statement that the Submissions or content provider, member or user has a good faith belief that the Submissions or content was removed or disabled as a result of mistake or a misidentification of the Submissions or content; and 4. Submissions or content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district In which the content provider's, member's or user's address is located, or if the Submissions or content provider's, member's or user's address is located outside the United States, for any judicial district in which OpenDNS is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, OpenDNS' may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Submissions or content or cease disabling it in :[0 business days. Unless the copyright owner files an action seeking a court order against the Submissions or content provider, member or user, the removed Submissions or content may be replaced, or access to it restored, in l0 to 14 business days or more after receipt of the counter-notice, at OpenDNS' discretion. Please contact OpenDNS' Designated Agent to Receive Notification of Claimed Infringement at the following address: Designated Agent OpenDNS 410 Townsend Street, Suite 250 San Francisco, CA 94107 United States of America Phone; 415-344-3118 Fax: 415-344-3252 Emaih terms-of-use@opendns.com Creative Commons. This work (the Terms of Use) is licensed under a Creative Commons Attrlbutlon-ShareAIIke 2.5 License. We would appreciate a link to our home page http~//www.opendns,com! if you do use the work, though the link is not required. Contact. OpenDNS' full contact information, including location, may be found on our Conrad: page at h~p://www.opendns.com/about/contact/. Solutions Use OpenDNS Support About Us Overview Available Plans Knowledge Base Overview For Households OpenDNS Basic (Free) Forums Hanagement For i(12 Schools OpenDNS Deluxe System S~atus Press Center For Businesses OpenDNS Enterprise CacheCheck Awards Contact Careers 208.67.222.222 208.67.220.220 © 2010 OpenDNS 410 Townsend St, Suite 250, San Francisco, CA 94107 +1-415-344-3118 Terms of Service Privacy Policy