FREE TRIAL SERVICE AGREEMENT, TERMS OF SERVICE/USE, & DMCA NOTICE
THIS FREE TRIAL SERVICE AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF ANY FREE TRIAL SERVICE MADE AVAILABLE BY DOMAINSKATE, LLC. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR OTHERWISE USING THE FREE TRIAL SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE FREE TRIAL SERVICE.
You may not access the Free Trial Service if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Free Trial Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on April 1, 2018. It is effective between You and Us as of the date of You accepting this Agreement.
1.1 “Free Trial Service” means the application(s) and/or technology provided under this Agreement to You that We have either: (i) not made generally available to Our customers, and has been designated by Us as beta, limited release, developer preview, development or test bed environments; or by descriptions of similar import, such as, but not limited to, “Free Trial.”
1.2 “Content” means information obtained by Us from Our content licensors or publicly available sources and which may be made available to You through the Free Trial Service, as may be more fully described in the Documentation.
1.3 “Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, and which may be accessible via DomainSkate.com or login to the applicable infrastructure(s) from which the Free Trial Service otherwise operates. Your use of the Free Trial Service shall be subject to any notice and licensing information in the Documentation as may be applicable to the infrastructure from which it operates and/or the Free Trial Service itself.
1.4 “GA Service” means any successor version of the applicable Free Trial Service that We may make generally available.
1.5 “Marketplace” means an online directory, catalog or marketplace of applications that may interoperate with the Free Trial Service.
1.6 “Users” means individuals who are authorized by You to use the Free Trial Service, and have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to employees, consultants, contractors and agents of You or Your affiliateS.
1.7 “We,” “Us” or “Our” means DomainSkate, LLC.
1.8 “You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity.
TERMS OF SERVICE
Online Brand Protection. The online brand protection services accessible through the Brand Protection portion of the website (the “Brand Protection Services” or “Services”) are available to Customer on a subscription basis for the purpose of identifying brand infringements on the Internet. Customer agrees to subscribe to each brand protection module selected by Customer.
Access to DomainSkate Services. Customer will use login and password information assigned by DomainSkate to access the Services. Only Customer’s authorized employees may access and use the Services. Customer shall be liable to DomainSkate for the unauthorized use, misuse or abuse of any user ID or password assigned to Customer.
Pricing. Upon subscribing for the Services, Customer agrees to pay DomainSkate the monthly or annual subscription fees that the Customer chooses at www.domainskate.com during the “sign-up” process and as described in DomainSkate’s standard price list (the “Fees”). You agree and understand that DomainSkate may, at any time, without liability, modify the Services and its pricing structure related thereto, and the subject Terms and Conditions. Pricing for the Services depends upon the number of brands covered under Customer’s account. A ‘brand’ refers to a single brand, product, search term, phrase, logo, slogan, keyword, or executive name owned or otherwise held by Customer. In the event you desire to increase the number of brands under your subscription for the Services, you agree to pay DomainSkate Fees associated with such increase.
Payment. Customer agrees to pay for the Services by means of any payment method acceptable to DomainSkate. DomainSkate shall invoice Customer in the total annual amount of the Fees upon commencement of the Services. Payment of invoice is due within 30 days of date of invoice. All Services are non-refundable.
Term. The term of each subscription of Brand Protection Services is one year. Each subscription automatically renews for additional terms of one year each unless either party provides the other party with written notice of termination at least thirty (30) days prior to the end of the then current term of its intent not to renew any of the Services.
Copyright/Trademark/Service Mark. The information available through the Brand Protection Services is the exclusive property of DomainSkate and is protected by copyright, trademark, service mark, other intellectual property laws and associated common law principles. This protection extends to all areas of DomainSkate, including both Customer and non-Customer areas. Information received through DomainSkate may be displayed, reformatted and printed for your use related to the practice of law, protection of your Company’s intellectual property or your personal, non-commercial use only. Furthermore, Customer agrees that it shall not, directly or indirectly, (i) sell, lease, assign, sublicense or otherwise transfer, (ii) duplicate, reproduce or copy, (iii) disclose, divulge or otherwise make available to any third party, (iv) use except as authorized by this Agreement, or (v) decompile, disassemble or otherwise analyze for reverse engineering purposes, the Brand Protection Services, including all trade secrets and confidential information therein. Customer agrees that it shall not permit any third party to have access to the Brand Protection Services or to any trade secrets and/or confidential information therein.
Disclaimer of Warranties. DomainSkate assumes no liability for any damages suffered by you, including, but not limited to, mistakes, omissions, loss of data, delays in operation or transmission, non-deliveries, deletion of files or e-mail, errors, defects, computer viruses, or service interruptions of any kind, or any failure of performance, communications failure, destruction or unauthorized access to DomainSkate’s records, program, information or services. DomainSkate assumes no liability for the quality, accuracy, or validity of the data/information gathered by this service. Use of information gathered through DomainSkate’s services is at your risk. No oral advice or written information given by DomainSkate, its employees, agents, or third-party providers shall create a warranty or license; nor shall you be entitled to rely on such information or advice. DOMAINSKATE MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO ITS SERVICE OR SERVICES ON THE INTERNET GENERALLY. DOMAINSKATE SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING, EITHER DIRECTLY OR INDIRECTLY, FROM YOUR RELIANCE OR USE OF THE SERVICE. YOU ARE ENTIRELY RESPONSIBLE FOR ALL CONTENT THAT YOU UPLOAD, E-MAIL OR OTHERWISE TRANSMIT VIA THE SERVICES. DOMAINSKATE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. DOMAINSKATE DOES NOT PROVIDE ANY LEGAL OPINIONS OR LEGAL ADVICE WITH RESPECT TO THE RESULTS OF THE SEARCHES PERFORMED BY DOMAINSKATE. DOMAINSKATE IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL SERVICES OR LEGAL OPINIONS. ANY LEGAL QUESTIONS WITH RESPECT TO INTELLECTUAL PROPERTY LAW SHOULD BE DIRECTED TO LEGAL COUNSEL. THE AGGREGATE LIABILITY OF DOMAINSKATE ARISING OUT OF A CLAIM FOR LOSS RELATED TO THE SERVICES AVAILABLE THROUGH DOMAINSKATE SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC SERVICE AFFECTED BY THE CLAIM. IN NO EVENT SHALL DOMAINSKATE BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF DOMAINSKATE’S SERVICES, INCLUDING LOST PROFITS, EVEN IF DOMAINSKATE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU
Limitations of Use. You are using the Brand Protection Services on a non transferable, limited, and non-exclusive basis. You agree to conform to applicable local, state and federal laws and regulations. You shall not use or permit the use of the Service in any way that compromises the integrity thereof or infringes any proprietary interests of DomainSkate. Customer may not publish, broadcast or otherwise redistribute the reports generated through DomainSkate. Any and all information offered herein by DomainSkate is the sole and exclusive property of DomainSkate except to the extent that the information contained therein is in the public domain or is licensed to DomainSkate by a third party. All right, title, and interest (including all copyrights and other intellectual property rights) in the services provided by DomainSkate belong to DomainSkate.
Confidentiality. Customer agrees that, during the Term and thereafter, any information disclosed by DomainSkate to Customer of a confidential or proprietary nature (“Confidential Information”): (i) will not be disclosed to any third person, unless required by law; (ii) will be treated with a high degree of care in order to preserve its confidentiality; (iii) will not be used except in the performance of the Services hereunder; and (iv) will remain the property of DomainSkate. These provisions do not apply to information that: (i) is publicly known through no wrongful act of the Customer; (ii) is available to the Customer on a non-confidential basis from a third party; (iii) is independently developed; or (iv) was in the Customer’s possession prior to it being disclosed by DomainSkate. Customer further agrees that DomainSkate prices and the related business terms of this Agreement and format of any reports or documents generated hereunder are deemed to be DomainSkate’s Confidential Information.
Indemnification and Third Party Rights. Customer agrees to indemnify, defend and hold harmless DomainSkate, its owners, officers, directors, employees, and agents from and against all third-party losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from (i) any violation of this Agreement, (ii) any shutdown or cease and desist request communicated by Customer to DomainSkate, or (iii) any unlawful or wrongful activity related to Customer’s account by Customer or any other person accessing the service using Customer’s account. This section is for the benefit of DomainSkate and its officers, directors, employees, and agents. DomainSkate shall promptly notify customer of any such claim; and Customer shall control the defense of such claim; provide however, that Customer shall not have any right, without the DomainSkate’s written consent, to settle any such claim unless such settlement includes a full release of DomainSkate. DomainSkate will not be liable in any manner (except for DomainSkate’s gross negligence) for the shutdown of fraudulent or infringing websites.
Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement evidences the entire agreement of the parties, with respect to the subject matter hereof, and supersedes and cancels all prior discussions, agreements and understandings between the parties, written, oral or implied. All notices to DomainSkate shall be made in writing and shall be sent by mail or fax to: DomainSkate, LLC 175 Varick Street, New York NY 10014. DomainSkate may modify this Agreement from time to time upon written or electronic notice to Customer. The failure of DomainSkate to require Customer’s performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by DomainSkate of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. DomainSkate will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of DomainSkate as reflected in the original provision. This Agreement does not affect or otherwise modify any other Agreements between Customer and DomainSkate pertaining to services other than the Services referenced herein.
Digital Millenium Copyright Act (DMCA) Agent; Digital Millennium Copyright Act
It is the policy of DomainSkate LLC to respond to notices of alleged copyright infringement, in compliance with the Digital Millennium Copyright Act and other applicable laws. This Exhibit A describes how to serve a Notice of Infringing Material and what to do if any material you have placed on any DomainSkate sites, including disinfo.com, becomes the subject of such a notice.
Before serving either a Notice of Infringing Material or a Counter-Notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other laws. The following notice requirements are intended to comply with DomainSkate’s rights and obligations under the DMCA and do not constitute legal advice.
Our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers. If we remove or disable subscriber access in response to such a notice, we will make a good-faith attempt to contact the owner of the affected site, or the uploader of the affected material or post, so that they may make a counter notification. We may also document notices of alleged infringement on which we act. Your complaint will also be a matter of record. A copy of the legal notice may be sent to one or more third parties who may then make it available to the public.
Please be advised that you may be liable for damages if you materially misrepresent that a post, product or activity is infringing your copyrights.
By using some of our services, you license other customers to copy works you have uploaded into specific sections of those services or sites. Please examine the posted agreements and terms of service in any situations where you and the alleged infringer are each a customer or subscriber to the same service, since you may have granted a license for some or all uses of your works at that DomainSkate site.
If you are a copyright owner or an agent thereof and you believe that any content or link on one of DomainSkate’s sites infringes upon your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent the following information in writing:
(1) Your physical or electronic signature;
(2) Identification of the copyrighted work or works claimed to have been infringed;
(3) Identification of the material that is claimed to be infringing that copyrighted work, and URLs or similar information sufficient to permit us to locate that material on our websites and services;
(4) Information to permit DomainSkate’s agent to contact you: your address, telephone number and email address;
(5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner of the copyright that is allegedly infringed.
Designated DMCA Agent
DomainSkate’s designated DMCA Copyright Agent to receive Notices of Infringing Material is:
175 Varick Street
New York NY 10014
Phone: (212) 812-1437
Only DMCA notices should go to our DMCA Copyright Agent. You acknowledge that if you fail to comply with all of the requirements listed, your DMCA notice may not be valid.