ScoutDNS G2 Spring 24′ Awards
March 29, 2024
UPDATED: 10/01/2023
This End User License Agreement (‘EULA’) is a binding legal agreement between you (Client), either an individual or a single entity (‘You’ or ‘User’), and ScoutDNS, LLC (SCOUTDNS), governing your use of the ScoutDNS platform (Service) including all associated software, websites, APIs, network services, tools, updates, and other related services provided by SCOUTDNS. Please read this EULA carefully before accessing, downloading, or using the service.
This Agreement is entered into by and between SCOUTDNS, a Texas Limited Liability Company, and the Client. By subscribing to and using the SCOUTDNS Service, the Client agrees that they are authorized to enter into and will abide by the terms set forth in this Agreement.
For the purposes of this Agreement, the following terms shall have the meanings set out below:
a. “Service”: Refers to the DNS Security SaaS-based solution provided by SCOUTDNS. This includes, but is not limited to, recursive domain name resolution network, DNS security filtering, DNS security-related analytics, relay software, roaming client software, and any other features or components described in this Agreement.
b. “Client”: Refers to you the user and the business entity entering into this Agreement with SCOUTDNS for the use of the Service. This term also encompasses any end-user customers of Client and their respective end-users who utilize the Service.
c. “Threat”: Refers to any action, behavior, or condition, whether intentional or unintentional, that compromises, or poses a risk to, the security, integrity, or normal operation of the SCOUTDNS platform.
d. “Integrity”: Pertains to the soundness, reliability, and completeness of the SCOUTDNS platform’s operations and data.
e. “Security”: Relates to the protective measures and protocols in place to prevent unauthorized access, use, disclosure, disruption, or damage to the SCOUTDNS platform and its data.
f. “Service Disruption”: Any unplanned event resulting in the temporary unavailability or significant degradation of the Service.
g. “Overages”: Refers to the additional queries made by the Client that exceed the stipulated amount based on the chosen tier of Service.
h. “Queries”: Electronic requests, specifically recursive DNS queries, made by the Client to the Service for domain name resolution.
i. “Data”: Comprises all electronic information provided by the Client or generated through the Client’s use of the Service. This includes but is not limited to DNS metadata, logs, user details, and configuration settings.
j. “Authorized Users”: Individuals or entities who are permitted by the Client to use the Service under the terms of this Agreement.
k. “Need-to-Access Basis”: A criterion that grants access to Data only when such access is crucial for fulfilling specific roles or responsibilities or for addressing particular issues or requests.
l. “Cybersecurity Incident”: Any confirmed or suspected event that compromises the confidentiality, integrity, or availability of Data, Users, or Services.
m. “Jurisdictional Rules”: Refers to the legal regulations and obligations of a specific region or country where the Service operates.
n. “Throttling or Restriction”: The intentional slowing down or limitation of the Client’s access or use of the Service to maintain its stability and performance.
o. “Intangible Assets”: Non-physical assets including but not limited to brand reputation, intellectual property, and business relationships.
p. “Billing Cycle”: Refers to the regular, predefined period over which billings for services or products are made. Charges for this period are billed in advance, with payment due as specified in the agreement’s terms. Usage based and Overages charges may be billed in arrears.
a. Subscriptions and Subscription Tiers: SCOUTDNS offers various subscriptions and service Tier levels. The Client’s chosen subscription and Tier determines the number seats, users, or queries included. For user and seat-based licenses this is determined by an agreed upon user count. For usage-based subscription, the base rate, and the overage rate for any extra queries beyond the included amount is set in our pricing page found online or provided by request.
b. Billing and Payment: The Client will be billed based on their selected subscription and term. This payment is due upfront at the beginning of each Billing Cycle. Should the Client exceed the allotted number of queries for their Tier, or users agreed upon in measurement by ScoutDNS, they will be charged the overage rate as defined for their Tier or for additional users based on the subscription rate. A valid payment may be required prior to start of service at the discretion of SCOUTDNS. Other billing terms will be described in an invoice sent to a designated Client accounts payable contact.
c. Changing Tiers or subscription plans: Clients may switch Tiers or subscription plans by notifying SCOUTDNS before the start of the next Billing Cycle. Usage based Tier changes during a Billing Cycle are not permitted. Any adjustment will take effect in the subsequent Billing Cycle. Non usage-based subscription plans may have user/seats amounts increased during the term subject to approval by SCOUTNDS. If this results in an increase in the amounts owed, Client will be billed according.
d. Pricing Changes: SCOUTDNS reserves the right to adjust its pricing. In the event of a change in the pricing structure or fee, SCOUTDNS commits to providing the Client with a minimum of 60 days’ notice. Price or fee changes and may not take affect until the next billing cycle after the notice period.
e. Measuring Users: SCOUTDNS reserve the right but is not obligated to measure and adjust bills for user based plans based on an average of 150,000 queries per user over a 30 day period.
f. Free Trial: SCOUTDNS may grant at its sole discretion a free trial or Proof of Concept account which may be terminated for any reason at any time by ScoutDNS.
g. Collections: Any amounts Client owes to SCOUTNDS that are not cured in a reasonable time may be sent to collections with added interest or collections fee as allowed by law.
h. Grandfathered Pricing: ScoutDNS may at its sole discretion allow any existing customer to operate under their previous pricing or fee structure after official price and fee changes. Grandfathered Pricing can be revoked at any time and Client will be asked to transact at the new pricing fees at their next billing cycle.
a. Availability Commitment: SCOUTDNS offers a 99.999% availability guarantee for its DNS anycast network measured by an official status page using a third part monitoring tool. This SLA pertains solely to the availability of the DNS resolution network service as measured by any of its two anycast IP addresses and does not encompass the user interface (UI), log services, APIs, on-premise relays, or roaming clients.
b. Credit for SLA Failures: If SCOUTDNS does not meet the 99.999% availability in any given month, the Client will be eligible to request a 50% credit of the base monthly rate and if annual, found by dividing any annual terms by 12, applicable to their next billing cycle. The client must make this request in writing within 14 days of the outage, referencing the official SCOUTDNS Status Page data as evidence. Credits may only be applied to services and cannot be redeemed for cash value.
c. SLA Exclusions: The 99.999% availability SLA does not apply in the following scenarios:
• Customer configuration errors.
• Failures or errors attributable to the client’s internet service provider or network systems.
• Other client-side failures or errors not within SCOUTDNS’s direct control.
• Outages related to scheduled or unscheduled emergency system maintenance.
• Service restrictions as defined in section 9. b.
a. Cybersecurity Limitations: While SCOUTDNS endeavors to provide comprehensive DNS security filtering, the Client acknowledges that it is impossible to guard against every potential cybersecurity threat. Consequently, SCOUTDNS shall not be held responsible or liable for any cybersecurity incidents that result in loss of data, customer or client business, reputations, revenue, or any other tangible or intangible assets, even if such incidents occur due to the failure of SCOUTDNS to detect, quarantine, or block any threat.
b. Uptime and Liability: While SCOUTDNS strives for the highest possible uptime for its services, disruptions can occur. The Client recognizes that no digital service can guarantee 100% uptime due to unforeseen issues, scheduled maintenance, or external factors. SCOUTDNS shall not be held liable for any consequences arising from disruptions in network service or DNS service.
c. Liability Cap: SCOUTDNS’s total liability for any claims related to the services provided under this Agreement is limited to the amount paid by the Client to SCOUTDNS during the 12 months before the event causing the claim, except where prohibited by law.
d. Service Actions: Categorizations, detections, or actions taken by the service cannot be 100% accurate. Thus, SCOUTDNS does not guarantee that all categorizations or detections by the service will be accurate or that all actions taken by the service will align with the Client’s expectations.
e. Exclusions: SCOUTDNS is not liable for indirect, consequential, incidental, special, or punitive damages, including lost profits, even if informed of the possibility of such damages.
f. Third-party Limitation: SCOUTDNS is not responsible for any failures, actions, or inactions of third parties, including but not limited to internet service providers, data center providers, or any other third-party services that SCOUTDNS or the Client might use in connection with the SCOUTDNS services.
a. Data Storage: Client data is stored in the cloud in one of three regions based on location: US, Europe, and Asia. Client data is encrypted both in transit and at rest.
b. Access Control: Access to client data is strictly on a need-to-access basis. Only authorized company team members, as dictated by internal protocols and/or client access management configurations, can access this data. SCOUTDNS employs rigorous access control measures to ensure data confidentiality and integrity.
c. Data Sharing: While some DNS meta data is retained or shared outside of the company for cybersecurity analysis purposes, such data is first stripped of any customer identifying information such as accounts, IP addresses, and user ID.
d. Data Retention: Customer data, apart from non-identifying metadata, is destroyed within 60 days of reaching the maximum storage requirements of the selected service plan.
e. Legal Obligations: Recognizing that SCOUTDNS operates in many jurisdictions worldwide, SCOUTDNS may be subject to legal requirements compelling it to disclose customer data in response to valid legal orders. Should such a situation arise, SCOUTDNS will make a best-effort attempt to notify the affected customer, if allowed by the jurisdiction’s rules for notification. In some cases, SCOUTDNS may be legally barred from such notifications.
a. Definition of Confidential Information: For purposes of this Agreement, “Confidential Information” refers to any data or information, oral or written, treated as confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research, development or business activities. Notwithstanding anything to the contrary, customer data used or stored as part of the Service is considered “Private Data,” not “Confidential Information” for the purpose of this Agreement and is therefore governed by Section 6 instead of section 7.
Confidential Information does not include information that:
(i) is publicly available or in the public domain at the time disclosed;
(ii) is or becomes publicly available or enters the public domain through no fault of the recipient;
(iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto;
(iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure;
(v) is independently developed by the recipient; or
(vi) is approved for release or disclosure by the disclosing party without restriction.
b. Obligations: Each party agrees to maintain all Confidential Information in strict confidence, not to disclose such Confidential Information to third parties (except as provided for herein) and to use such Confidential Information only for the purposes of this Agreement. Each party shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
c. Exceptions: Notwithstanding the foregoing, information will not be deemed Confidential Information, and the recipient will have no obligation with respect to any such information which it can prove is already known to it, is or becomes publicly known, through no wrongful act of the recipient, is received by the recipient from a third party without restriction and without breach of an obligation of confidentiality or is independently developed by it.
d. Return or Destruction: Upon the termination or expiration of this Agreement, or upon the disclosing party’s earlier request, the receiving party will deliver to the disclosing party all of the disclosing party’s property or Confidential Information in tangible form that the receiving party may have in its possession or control. Alternatively, with the disclosing party’s written consent, the receiving party may destroy any of the foregoing described Confidential Information. The receiving party will provide the disclosing party with written certification of its compliance with this Section.
a. Ownership: All intellectual property rights in the Services, including any updates, enhancements, and new versions provided to the Client, and all related documentation and materials provided by SCOUTDNS, are owned by SCOUTDNS and its licensors. Except for the rights expressly granted in this Agreement, Client is not granted any rights in or to the Services.
b. Feedback: If the Client provides any feedback to SCOUTDNS regarding the performance, features, and functionality of the Services (collectively, “Feedback”), the Client hereby assigns to SCOUTDNS all right, title, and interest in and to the Feedback, and SCOUTDNS is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Services and to create and market new products and services.
c. Restrictions: The Client agrees not to use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. The Client also agrees not to decompile, reverse-engineer, disassemble, or attempt to derive the source code of the Services.
d. No License: Except for the limited rights expressly granted herein, this Agreement does not transfer from SCOUTDNS to the Client any SCOUTDNS technology, and all rights, titles, and interests in and to such technology shall remain solely with SCOUTDNS. The Client is not granted any rights in or to the Services, except for the right to use the Services as expressly provided in this Agreement.
a. Service Monitoring: SCOUTDNS reserves the right to monitor the Client’s usage of its services to ensure compliance with the terms of this Agreement and to ensure the security and reliability of its services for all its customers.
b. Service Restrictions: If SCOUTDNS determines that the Client’s usage threatens the integrity, security, or availability of the SCOUTDNS platform or adversely impacts other customers, SCOUTDNS reserves the right to throttle, restrict, or suspend the Client’s access to its services. SCOUTDNS may implement these restrictions without notice if deemed necessary to maintain the service’s integrity for all users.
c. Post-Action Communication: In cases where SCOUTDNS has taken any of the aforementioned actions, SCOUTDNS will notify the Client within a reasonable timeframe to explain the reason for the action and provide guidance on how to remedy the situation, if applicable.
a. For Convenience: Either party may terminate this Agreement for any reason by providing thirty (30) days written notice to the other party prior to the next billing cycle.
b. For Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of written notice of the breach.
c. Immediate Termination by SCOUTDNS: SCOUTDNS may terminate the service immediately without notice for actions of the Client or its customers that directly threaten the integrity, security, or availability of the SCOUTDNS platform. In such cases, SCOUTDNS shall notify the Client within 48 hours and may, at its discretion, extend an opportunity to cure, although not obligated to. Any amounts owed for usage up to the point of termination become due immediately, and no credits or refunds will be provided for unused prepaid services.
d. Effects of Termination: Upon termination or expiration of this Agreement for any reason: (i) all rights granted to the Client under this Agreement will immediately cease; (ii) the Client will promptly return to SCOUTDNS or, at SCOUTDNS’s discretion, destroy all copies of SCOUTDNS’s Confidential Information; (iii) SCOUTDNS will return or, at Client’s discretion, destroy all copies of Client’s Confidential Information; and (iv) Client will immediately pay any outstanding amounts owed to SCOUTDNS as of the date of termination or expiration and will cease using or attempting to use the Service.
e. SCOUTDNS Obligation on Client Termination Except for section 14 c., in no circumstance does a Client initiated termination obligate SCOUTDNS to issue a refund for any services.
f. Client Obligation on SCOUTDNS Termination: Should SCOUTDNS initiate a termination For CONVENIENCE, Client shall be owed a by-month prorated amount for any unused subscription amounts.
g. Termination for Non-Payment: Should client fail to cure outstanding owed balances, SCOUTDNS may terminate service at its sole discretion without further warning. No refunds to Client will be owed or granted in this case.
a. Governing Law: This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions.
b. Dispute Resolution: In the event of any dispute arising out of or related to this Agreement, the parties agree to act in good faith to resolve the matter. If the parties are unable to resolve the dispute within thirty (30) days, either party may initiate binding arbitration in accordance with the rules of the American Arbitration Association. Any arbitration will take place in Texas and will be conducted in English.
c. Injunctive Relief: Notwithstanding the foregoing, SCOUTDNS may seek injunctive relief in any court of competent jurisdiction to enjoin any breach or threatened breach of the Client’s obligations related to Intellectual Property and Confidentiality, that could result in irreparable harm to SCOUTDNS.
d. Prevailing Party: In any arbitration or court proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs.
a. By SCOUTDNS: SCOUTDNS agrees to indemnify, defend, and hold harmless the Client and its officers, directors, agents, and employees from and against all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
• The services provided by SCOUTDNS under this Agreement;
• Any breach by SCOUTDNS of its obligations, representations, or warranties herein.
b. By Client: The Client agrees to indemnify, defend, and hold harmless SCOUTDNS and its officers, directors, agents, and employees from and against all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
• Client’s use of the SCOUTDNS services;
• Client’s breach of its obligations, representations, or warranties herein;
• Any data or content provided by the Client.
c. Notice and Cooperation: Upon receipt of a claim or notice of a potential claim, the indemnified party shall:
• Promptly notify the indemnifying party in writing;
• Cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of the claim;
• Allow the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party will not settle any claim unless the settlement unconditionally releases the indemnified party of all liability.
d. Exceptions: Neither party will be obligated to indemnify the other if the claim arises as a result of the indemnified party’s willful misconduct or gross negligence.
a. Independent Contractors: Both parties hereto are independent contractors, and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, employer-employee relationship, or agency relationship between the parties. Neither party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior consent of the other party.
b. No Exclusivity: The relationship between the parties is non-exclusive. Both parties retain the right to enter into similar agreements or relationships with third parties, unless otherwise explicitly stipulated in this Agreement.
c. No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
a. Modifications: SCOUTDNS reserves the right to modify the terms and conditions of this Agreement at any time. Such modifications shall become effective immediately upon posting to the specified online location or upon any other method of notice deemed appropriate by SCOUTDNS. The most current version of this Agreement can be reviewed by visiting the designated online location.
b. Client’s Responsibility to Stay Updated: The Client acknowledges and agrees that it is their responsibility to review this Agreement periodically to familiarize themselves with any modifications. Continued use of the services after such modifications will constitute acknowledgment and agreement of the modified terms and conditions, unless an objection is raised as detailed in the following clause.
c. Right to Object: If Client objects to any changes to this agreement made during the term of their service, they have the right to request a waiver for those changes until their next renewal. Such requests must be made in writing within 30 days of change, and are subject to approval by SCOUTDNS. If SCOUTDNS does not grant the waiver, the Client may choose to terminate their service. In such a scenario, the Client will be eligible for a prorated refund for any unused time remaining in their term.
d. Notices: Any notices or communication under this Agreement shall be sufficiently given if posted online at the designated location or through any other method that SCOUTDNS deems appropriate for communicating such changes to the Client.
a. Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by any judicial or administrative authority, such determination will not affect the validity or enforceability of any other provision of this Agreement. The remaining provisions of the Agreement will remain in full force and effect and will be interpreted so as best to reasonably effect the intent of the parties.
b. Survival: Provisions of this Agreement that by their nature should apply beyond the term of this Agreement will remain in force after any termination or expiration of this Agreement for a minimum period of 3 years or the maximum period allowed by applicable law, whichever is longer. This includes, but is not limited to, confidentiality, intellectual property, and limitation of liability clauses.
a. Definition: For the purposes of this Agreement, “Force Majeure” means an event or series of related events that is outside the reasonable control of the party affected (including, but not limited to, acts of God, wars, riots, civil commotions, terrorist attacks, internet outages, strikes, lockouts or other industrial disturbances, epidemic or pandemic, and natural disasters such as floods, earthquakes, fires, and explosions).
b. Non-Liability: Neither party shall be held liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from a Force Majeure event.
c. Notice & Duration: In the event of a Force Majeure, the affected party shall give the other party prompt written notice explaining the cause and effect of the event, and use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure are minimized. The affected party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause of the Force Majeure event.
d. Right to Terminate: If the Force Majeure event continues substantially uninterrupted for a period of more than 60 days, either party may terminate use of service by giving written notice to the other party.
a. Full Understanding: This Agreement, along with any schedules, exhibits, appendices, addenda, or amendments hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties, unless explicitly superseded by a later mutually agreed and executed written agreement.
b. No Waiver: No supplement, modification, or amendment to this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
c. Precedence: In the event of any inconsistency or contradiction between the main body of this Agreement and any schedules, exhibits, appendices, addenda, or amendments, the provisions of the main body of this Agreement shall prevail unless explicitly superseded by a later mutually agreed and executed written agreement.