
Entri Network Integration Agreement
This Integration Agreement ("Agreement") is entered into between Entri, LLC ("Entri" or "Provider" or "Company"), and the DNS Company entering this Agreement ("Integration Partner") on the date when the Integration Partner consents to the Agreement through the clickthrough process. This Integration Agreement ("Agreement") is a legally binding contract entered into between Entri, LLC ("Entri" or "Provider") and the entity identified that consents to the onboarding process ("Integration Partner") (each a "Party" and collectively the "Parties").
This Agreement becomes effective on the date the Integration Partner manifests assent to its terms (the "Effective Date") by clicking the "I Agree," "Accept," or similarly designated button, or by otherwise affirmatively indicating acceptance, through the clickthrough process presented on Entri's website, mobile application, application programming interfaces (APIs), developer portal, or other Entri Technologies (collectively, the "Entri Platform").
BY CLICKING "I AGREE," "ACCEPT," OR A SIMILAR BUTTON, THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT (I) THEY HAVE READ AND UNDERSTAND THIS AGREEMENT; (II) THEY HAVE FULL LEGAL AUTHORITY TO ACT ON BEHALF OF THE INTEGRATION PARTNER AND TO BIND THE INTEGRATION PARTNER TO THESE TERMS; AND (III) THE INTEGRATION PARTNER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS, THEY MUST NOT CLICK "I AGREE" AND MAY NOT ACCESS OR USE THE PLATFORM.
1. INTEGRATION; OBLIGATIONS
1.1 In order to facilitate and improve the ability of end user customers of Integration Partner's DNS services ("Integration Partner Customers" and "Integration Partner Technologies") to enjoy the benefits of Entri's technologies and services (the "Entri Technologies"), each of Integration Partner and Entri will use commercially reasonable efforts to perform its respective obligations as mutually agreed by the parties (such collaborative efforts are described herein as the "Integration"). Entri shall have the right to update and modify those Entri Technologies at its sole discretion.
1.2 Integration Partner hereby grants Entri express authorization, permission, and all rights necessary to access and interact with Integration Partner's systems, data, and resources solely as needed to accomplish the Integration as described herein. This authorization includes any actions reasonably necessary to implement, test, maintain, and support the Integration and take actions on behalf of Integration Partner Customers.
1.3 During the term of this Agreement, Provider shall grant Integration Partner access to Provider's web-based interface that displays domain-level activity summaries, DNS configuration status, and performance data relating to each Integration Partner Customer's domains, and which may be accessible to Integration Partner Customers and, in certain instances, to DNS Providers ("Dashboard").
1.4 Unless the Integration Partner requests in writing otherwise, Integration Partner hereby grants Entri consent to use the Integration Partner's name(s), mark(s), and logo(s) (collectively, Integration Partner's "Marks") in its marketing and advertising in connection with the Entri Technologies, provided that Entri will not attempt to register a name, mark, or logo or use the Marks in a way that is confusingly similar to the Integration Partner's Mark(s) in any jurisdiction throughout the world.
1.5 Each party will designate an employee who will be responsible for communication regarding matters relating to this Agreement ("Primary Contact"); each party may change the individual designated as Primary Contact at any time by providing written notice to the other party.
1.6 Each party reserves all rights not expressly granted hereunder.
1.7 Nothing herein will require: (a) Entri to accept or onboard any Integration Partner Customer as an Entri customer (in its capacity as a customer of any particular Entri Technology, an "Entri Customer"), (b) Entri to provide any support to Entri Customers in connection with their use of the Integration Partner Technologies or the Integration, (c) Integration Partner to provide any support to Integration Partner Customers in connection with their use of the Entri Technologies or the Integration, (d) either party to make any commitments to the other, or any customer of either of them, with respect to the functioning of such party's respective Technologies, including the uptime availability thereof.
1.8 Integration Partner represents, covenants, and warrants that it will use the Entri Technologies only in compliance with Company's standard published policies then in effect (Company's current applicable policies are accessible at https://www.entri.com/tos (the "Terms and Conditions"), https://www.entri.com/privacy-policy (the "Privacy Policy"), and https://www.entri.com/dpa (the "Data Processing Addendum"), and are hereby incorporated by reference (collectively, the "Policies")) and all applicable laws and regulations. Although Company has no obligation to monitor Integration Partner's use of the Entri Technologies, Company may do so and may prohibit any use of the Entri Technologies it believes may be (or alleged to be) in violation of the foregoing. Company shall have the right to update such Policies as needed.
2. CONFIDENTIALITY; RESTRICTIONS; PROPRIETARY RIGHTS
2.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).
2.2 The Receiving Party agrees: (a) not to divulge to any third person any such Proprietary Information, (b) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, (c) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information (but in no event will a party apply less than reasonable precautions to protect such Proprietary Information), and (d) to only use the Proprietary Information as necessary to exercise its rights and fulfill its obligations hereunder. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (i) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Entri may aggregate data related to the functioning of the Integration, and use such aggregated data to evaluate and improve the Entri Technologies and otherwise for its business purposes.
2.3 Integration Partner will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Entri Technologies or any software, documentation or data related to the Entri Technologies ("Software"); modify, translate, or create derivative works based on the Entri Technologies or any Software (except to the extent expressly permitted by Company or authorized within the Entri Technologies); use the Entri Technologies or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Integration Partner will not use the Entri Technologies for any purposes beyond the scope of the access granted in this Agreement. Without limiting the foregoing, Integration Partner will not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Entri Technologies, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Entri Technologies; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Entri Technologies, in whole or in part; (iv) remove any proprietary notices from the Entri Technologies; or (v) use the Entri Technologies 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.
2.4 Company shall own and retain all right, title and interest in and to (a) the Entri Technologies and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Integration or support, and (c) all intellectual property rights related to any of the foregoing.
2.5 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Entri Technologies and related systems and technologies (including, without limitation, information concerning Integration Partner Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Entri Technologies and for other development, diagnostic and corrective purposes in connection with the Entri Technologies and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
3. WARRANTY AND DISCLAIMER
Integration Partner represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement is duly authorized and constitutes a legal, valid, and binding obligation; (c) entering into this Agreement does not violate any applicable law or any other agreement; (d) it shall comply with all applicable laws and regulations in connection with its use of the Entri Technologies; and (e) it shall not use the Entri Technologies except as permitted under this Agreement. COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE ENTRI TECHNOLOGIES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE ENTRI TECHNOLOGIES WILL MEET INTEGRATION PARTNER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY INTEGRATION PARTNER THROUGH THE ENTRI TECHNOLOGIES WILL MEET INTEGRATION PARTNER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE ENTRI TECHNOLOGIES OR THE SERVER(S) THAT MAKE THE ENTRI TECHNOLOGIES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE ENTRI TECHNOLOGIES ARE PROVIDED TO INTEGRATION PARTNER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS SUPPLIERS.
4. TERM AND TERMINATION
4.1 The term of this Agreement shall commence on the Effective Date and continue for an initial period of three (3) years (the "Initial Term"). Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless and until terminated by either Party in accordance with this Section 4. Either Party may terminate this Agreement, effective upon expiration of the Initial Term or any subsequent Renewal Term, by providing the other Party with written notice of non-renewal at least one hundred eighty (180) days prior to the end of the then-current Initial Term or Renewal Term. Any notice of non-renewal delivered fewer than one hundred eighty (180) days before the end of the then-current term shall be ineffective to prevent renewal, and the Agreement shall automatically renew for the next Renewal Term. For the avoidance of doubt, neither Party may terminate this Agreement for convenience during the Initial Term, and any such purported termination shall be null and void; provided, however, that nothing in this Section 4.1 shall limit either Party's right to terminate this Agreement for cause for a material breach of this Agreement if the non-breaching Party provides notice of breach and the breach has not been cured within thirty (30) days.
4.2 Entri can terminate this Agreement for any reason and at any time with thirty (30) days' prior written notice.
4.3 The following provisions will survive termination of this Agreement: Sections 1.2, 1.7, 1.8, 2, 3, 5, 6, 7, and 8.
5. LIMITATION OF LIABILITY
EXCEPT FOR BODILY INJURY OF A PERSON AND FOR INTEGRATION PARTNER'S MATERIAL BREACH OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS, NEITHER INTEGRATION PARTNER NOR COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OR THEIR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR OWED BY INTEGRATION PARTNER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not be applicable.
6. INDEMNIFICATION
Integration Partner shall defend, indemnify, and hold harmless Entri and its officers, directors, employees, and affiliates (the "Indemnified Parties") from and against any third-party claims, and any resulting damages, liabilities, settlements, fines, and reasonable attorneys' fees, arising out of or relating to: (a) Integration Partner's gross negligence, willful misconduct, or fraud in connection with this Agreement or the Entri Platform; (b) Integration Partner's infringement or misappropriation of any third party's intellectual property rights; (c) Integration Partner's violation of any applicable law, including data protection, privacy, anti-corruption, sanctions, or export-control laws; or (d) Integration Partner's unauthorized disclosure of, or failure to protect, any data or Proprietary Information in breach of Section 2. As conditions to indemnification, Entri shall (i) promptly notify Integration Partner in writing of the claim (provided that failure to do so shall not relieve Integration Partner except to the extent materially prejudiced), (ii) grant Integration Partner sole control of the defense and settlement, except that Integration Partner shall not settle any claim that imposes any liability or obligation on, or requires any admission by, Entri without Entri's prior written consent (not to be unreasonably withheld), and (iii) provide reasonable cooperation at Integration Partner's expense. Entri may participate in the defense at its own expense with counsel of its choice.
7. FEEDBACK
7.1 Feedback is greatly valued by the Company. Feedback may include meetings, calls, email, or other forms of communication.
7.2 The Feedback shall (i) remain the sole, exclusive property of the Company, and (ii) be deemed non-confidential as to Integration Partner. The Company shall have the right to use or incorporate any such Feedback in its sole discretion in any manner the Company chooses in any future version of the Company Service or for any other purpose, without compensation to Integration Partner and without Integration Partner's approval. Integration Partner will not give the Company any Feedback (a) that Integration Partner has reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (b) subject to license terms that seek to require any the Company product (or other the Company intellectual property) to incorporate any Feedback or to be licensed to or otherwise shared with any third party.
8. PAYMENT TERMS
Subject to negotiation between the Parties, Integration Partner may be subject to a monthly subscription fee. If applicable, Entri will provide an order form with the terms and conditions under which the Integration Partner will be charged to access the Entri Technologies and its Dashboard (the "Order Form").
9. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign or transfer this Agreement without the other party's prior written consent; provided that either party may assign this Agreement without such consent to an acquirer of all or substantially all of the assigning party's business or assets to which this Agreement relates. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that 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 is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Neither party will be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. The federal and state courts of Loudoun County, Virginia U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction.