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Verisign DNS

Instart Logic Third Party Offering Terms and Conditions: Verisign Managed DNS Services

Last Updated January 13, 2017
(To be attached as Appendix to Service Order)

THIS INSTART LOGIC THIRD PARTY OFFERING TERMS AND CONDITIONS (THE “VERISIGN TPO AGREEMENT”,OR“VTA”) IS A LEGAL AGREEMENT BETWEEN INSTART LOGIC, INC. (“RESELLER”) AND YOU OR THE LEGAL ENTITY (OR RELATED GROUP OF ENTITIES) THAT YOU REPRESENT (“YOU”, “YOUR” OR “CUSTOMER”), AND SETS FORTH THE TERMS AND CONDITIONS WITH RESPECT TO THE VERISIGN MANAGED DNS SERVICES YOU MAY HAVE PURCHASED THROUGH RESELLER (THE “VERISIGN SERVICE”). YOUR USE OF THE VERISIGN SERVICE, OR ACCEPTANCE OF AN INSTART SERVICE ORDER DOCUMENT (THE “SERVICE ORDER”) IS YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS IN THIS VTA, AND YOU HEREBY REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY YOU REPRESENT TO SUCH TERMS AND CONDITIONS.  THE TERM OF THIS VTA SHALL COMMENCE ON THE DATE SET FORTH IN THE SERVICE ORDER (THE “EFFECTIVE DATE”), AND SHALL CONTINUE AS INDICATED IN THE SERVICE ORDER.  YOU ACKNOLWEGDEE THAT CERTAIN TERMS HEREIN ARE REQUIRED BY VERISIGN, AND YOU MAY NOT USE THE VERISIGN SERVICE UNLESS YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS VTA.  CAPITALIZED TERMS NOT DEFINED IN THIS VTA SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE INSTARTLOGIC TERMS OF SERVICE. Reseller and Customer may also be referred to individually as a “Party” or collectively as the “Parties” herein. 

1.  Definitions. Unless otherwise specified, capitalized terms used in these Standard Terms for Verisign Managed DNS Services shall have the meanings set forth in this Section 1.     

“Basic Alias” means a feature that updates the IP Address(es) associated with a Basic Alias Record in the Verisign Managed DNS Services in order to respond to Customer’s DNS Queries with the IP address(es) determined by resolving the Alias Target Domain.

“Basic Alias Record” means a Resource Record identified in the DNS Manager as either type “Basic Alias” or type “Alias”.

“Confidential Information” means material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and Intellectual Property Rights of the other Party that may not be accessible or known to the general public.  Confidential Information shall include, but shall not be limited to, the terms of the Service Order, and any information which concerns technical details of operation of any of Verisign’s Services provided hereunder.

“Core Name Servers” or “Core Name Server” means the name servers, hardware, software, data, algorithms and processes owned or controlled by Verisign and used to host, and resolve DNS Queries for, the Customer Zone(s) in locations selected by Verisign.

“Customer Help Portal” means the customer portal through which Customer may, among other things, retrieve the Verisign Content.

“Customer Help Portal Users” means MDNS Authorized Users or other Customer employees who have been granted access to use the Customer Help Portal.

“Customer Name/Value Pair” means a Name/Value Pair that is created by Customer.

“Customer Script” means (i) a Script written By Customer and uploaded or otherwise transferred, processed, used or stored in Customer’s account in the DNS Manager; and/or (ii) a Verisign Script that is materially modified or adapted by Customer and uploaded or otherwise transferred, processed, used or stored in Customer’s account in the DNS Manager.

“Customer Zone(s)” or “Domain Name” means the data provided by Customer to Verisign which contains information that defines how Verisign should respond to DNS Queries.

“DNS” means the Domain Name System that is a distributed database and hierarchical global infrastructure deployed on the Internet and private IP-based networks used to resolve domain names (e.g., Verisigninc.com) into IP addresses.

“DNS Failover” means a monitoring and back-up feature to help ensure Customer’s websites are always available by using IP probes within the Verisign Service Infrastructure that perform HTTP/HTTPS, PING, SMTP or DNS testing (or such other types of testing which Verisign may add in its discretion during the Term) against selected Resource Records of type “A” or “CNAME” (each a “DNS Failover Record”).  If the feature concludes that the monitored record is down, it may redirect DNS Queries to a Customer-identified failover Resource Record of type “A” or “CNAME”.  If selected by Customer, DNS Failover shall be provided on a Resource Record basis.

“DNS Manager” is the Web-based user interface tool that provides Customer with the ability to manage its DNS for the Verisign Managed DNS Services as well as perform user administration.

“DNS Query” or “DNS Queries” shall mean a request received by Core Name Servers for information about a Customer Zone. 

“DNS Security Extensions” or “DNSSEC” means a feature which allows a Customer to cryptographically sign the Resource Records within a Customer Zone.

“DTM Failover” shall mean a monitoring feature to help ensure Customer’s Internet services are available by using probes within the Verisign Service Infrastructure that perform HTTP/HTTPS, PING, SMTP or DNS testing (or such other types of testing which Verisign may add in its discretion during the Term) against selected Resource Records of type “A” or “CNAME” (each a “DTM Failover Record”).  If selected by Customer, DTM Failover shall be provided on a Resource Record basis.  The result of the probes may be used by Customer as a Verisign Name/Value Pair for use with Scripts.  DTM Failover is only available if Customer selects the Verisign Dynamic Traffic Management Service and shall be provided on a Resource Record basis. 

“DTM Record” means a Resource Record that is enabled with the Verisign Dynamic Traffic Management Service.

“Emergency Maintenance” shall mean downtime of the Verisign Service Infrastructure or DNS Manager, as applicable, due to application of urgent patches or fixes or other urgent maintenance.

“Enhanced Reporting” means a set of reports that provides detailed information on Queries for all of the host names under each Customer Domain Name.

 “Failover” means DNS Failover and DTM Failover.

“Failover Records” means DNS Failover Records and DTM Failover Records.

“Geo Location” means a feature which allows Customer to configure Customer Zone(s) to respond differently based on the geographic region to which the requestor’s IP address that originates the DNS Query maps.   

“Intellectual Property Rights” mean any and all now known or hereafter existing rights associated with  United States and foreign copyrights (including, without limitation, the right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), database rights, trademarks (including, without limitation, trade dress, trade names, service marks, corporate names and logos), inventions, patents (including, without limitation, the right to make, use, offer for sale and sell), patent applications, software, firmware, know-how, trade secrets, moral rights and all rights or forms of protection of proprietary rights of every kind and of a similar nature, or having similar effect to any of them, which may exist throughout the world  however designated, whether or not any of them is registered, and including applications for registration for any of the foregoing.

“Geo Location” means a service which allows Customer to configure Customer Zone(s) to respond differently based on the geographic region to which the requestor’s IP address that originates the DNS Query maps.

“Lua License” means the terms and conditions located at http://www.lua.org/license.html (as may be amended from time to time) which govern a licensee’s rights and obligations with respect to the Lua Software.

“Lua Software” is open source software which must be distributed pursuant to the terms of the Lua License.

“MDNS API” means the application programming interface which consists of interface definitions, generated code libraries and associated tools and documentation used for managing the Verisign Managed DNS Services.

“MDNS Authorized Users” means any Customer employees that have been added and granted permissions to the DNS Manager; provided that Customer’s employees must comply with the terms and conditions of this Agreement.

“Name/Value Pair” means a set of two linked data items:  (a) a Name which is a unique identifier for some item of data; and (b) a Value which is either the data that is identified or a pointer to the location of that data.  The Name can be used as a variable in a Script(s).  Example:  A customer selects “SF Data Center” as a Name and “70%” as a Value where “70%” is the server utilization for the SF Data Center.  Then customer writes a Script that says if server utilization at the SF Data Center is greater than 70%, then the response to DNS Queries should be “200.10.15.40” instead of “200.40.20.10.”

“Planned Maintenance” shall mean scheduled maintenance that may result in downtime to the Verisign Service Infrastructure and/or DNS Manager.

“Primary Name Server(s)” shall mean server(s) that make Customer Zone(s) available to Verisign for distribution to the Core Name Servers.

“Query” shall mean DNS Queries and Web Forwarding Queries.

“Registrar” means the registrar-of-record for Customer’s domain name(s). 

“Resource Record(s)” shall mean a record contained in a Customer Zone that, includes, but is not limited to, the following entries:  Name, Class, TTL, and type.

“Script” means a set of instructions written by Verisign and/or Customer using the Lua Software programming language (version 5.0 or later) that determines DNS responses to DNS Queries for Resource Records.

“SDKs” means software development kits for the Verisign Managed DNS Services including, but not limited to, the SDK for the Verisign Dynamic Traffic Management Services that assists Customer in using and developing Scripts in the Lua Software programming language.

“Single Sign-On” means a feature that allows Customer to require an MDNS Authorized User to be authenticated by a Customer operated authentication system when logging into the DNS Manager.”

1.24 “Two Factor Authentication” means a feature which allows Customer to require an MDNS Authorized User to use a one-time password, in addition to a user name and password, when logging into the DNS Manager.  

“Vanity Name Feature” means a feature that allows Customer to name the host name assigned and configured to the IP Address(es) associated with each  Core Name Server.

“Verisign Content” means the SDKs, Verisign Scripts, user guides and other technical and operations manuals and specifications made available by Verisign in connection with the Verisign Managed DNS Services.

“Verisign Dynamic Traffic Management Service” means a service which allows Customer to apply Scripts to Resource Records.

“Verisign Name/Value Pairs” means a Name/Value Pair automatically generated by Verisign.

“Verisign Script” means a Script written by Verisign or its third party designees.

“Verisign Service Infrastructure” includes, but is not be limited to, the database, Core Name Servers, application servers, application gateways, network devices, software, specifications, protocols, IP addresses, configurations, routing data and processes and any other tangible or intangible asset used by Verisign to provide the Verisign Managed DNS Services.

“Web Forwarding” means a feature which enables Customer to redirect one or multiple URLs to a Customer-designated site.   

“Web Parking” means a feature that enables Customer to redirect a domain name to a Verisign-hosted web page.

“Web Forwarding Query” means a request received by Verisign to redirect one or more zones to a Customer-designated site or URL. 

“Weighted Load Balancing” means a feature which allows Customer to apply weights (i.e., 1-999) to Resource Records such that responses to DNS Queries are made in proportion to the weights applied.  Customer may apply Weighted Load Balancing to Resource Records of type “A”, “AAA”, or “CNAME”.  If selected by Customer, Weighted Load Balancing shall be provided on a Resource Record basis.

“Weighted Load Balancing Record” means a Resource Record of type “A”, “AAA”, or “CNAME” which has Weighted Load Balancing applied to it.

“Zone Lock” means a feature that allows Customer to prevent all changes to a Customer Zone by a MDNS Authorized User (activated or deactivated by contacting Customer Support).

 “Zone Restore” means a feature that allows an MDNS Authorized User to revert changes that have been made over the past seven (7) days on each Customer Zone configured as a primary zone in its account using the DNS Manager

2. Service Description. 

2.1 Except as set forth herein, Verisign will provide Customer with a (a) a cloud-based service which hosts, and resolves DNS Queries for, Customer Zone(s); (b) the DNS Manager; and (c) any other features selected by Customer in Table 1 (collectively, the “Verisign Managed DNS Services”).  Verisign will post monthly reports in DNS Manager which will list Customer’s Domain Names, the number of DNS Queries for each Domain Name by Resource Record and, if Customer has Web Forwarding, the number of Web Forwarding requests. 

2.2 Customer may configure a Customer Zone as either primary or secondary. 

2.2.1 Primary. If Customer configures a Customer Zone as primary, Customer must ensure that the Customer Zone does not exceed (a) 100,000 Resource Records if the zone is not DNSSEC signed; or (b) 2,500 Resource Records if the zone is DNSSEC signed;

 2.2.2 Secondary. If Customer configures a Customer Zone as secondary, Customer must (a) maintain the Primary Name Server; (b) provide a copy of the Customer Zone(s) to the Core Name Servers; and (c) ensure that the Customer Zone does not exceed 2,000,000 Resource Records.  If Customer configures a Customer Zone as secondary, certain features including, but not limited to, DNS Failover and Web Forwarding will not be available.

3. Customer Support and Activation

3.1 Customer Support. Reseller will provide (a) telephone and e-mail support to Customer; (b) Tier 1 technical support for questions/troubleshooting related to the Verisign Managed DNS Service; (c) questions related to the billing for the Verisign Managed DNS Service; (d) notifications to Customer (email being sufficient) (i) at least thirty six (36) hours in advance of any Regularly Scheduled Maintenance; (ii) use reasonable efforts to notify Customer (email being sufficient) as soon as it is possible in the event of an Emergency Maintenance.

3.2 Activation of Services. Verisign will set up Customer’s account in the DNS Manager.  The date on which Verisign transmits the MDNS Authorized User account login information to Customer via email shall be considered the “MDNS Service Activation Date.”

4. Customer Obligations. As a condition to Verisign providing Customer with the Verisign Managed DNS Services set forth herein, Customer acknowledges and agrees that it is solely responsible for the following:

4.1 DNS ConfigurationCustomer is responsible for setting up, configuring and updating Customer Zone(s) throughout the Term. 

4.2 Notification of Registrar. After Customer has completed its DNS configuration, Customer must ensure that its Registrar(s) modify the records for the Domain Names Verisign will be hosting to make the Core Name Servers authoritative for such Domain Names. 

4.3 Cooperation. 

4.3.1 Customer shall provide Verisign with reasonable access, cooperation, and timely and accurate information. 

4.3.2 Customer acknowledges and permits Verisign to share with Reseller any and all relevant information, including but not limited to Confidential Information of Customer relating to the Services provided herein.

4.4 Changes; Authorizations; Fees. Customer shall (a) upon request by Verisign make changes or direct its service providers to make changes (including, but not limited to, Planned Maintenance changes, Emergency Maintenance changes, and DNS name server delegation changes) to existing network equipment and/or infrastructure in order to enable Verisign to provide the Verisign Managed DNS Services; (b) be responsible for obtaining all necessary authorizations and permissions to effect such changes; and (c) be responsible for all fees or charges (if any) for making such changes.

4.5 DNS Manager User Accounts. Customer is responsible for (a) appointing MDNS Authorized User(s) to access the Verisign Managed DNS Services via the DNS Manager; (b) all actions (including security breaches) occurring through the use of usernames and passwords assigned to Customer’s MDNS Authorized Users; (c) ensuring that its MDNS Authorized Users keep their passwords confidential and comply with the applicable terms of the Service Order; and (d) deleting MDNS Authorized Users of the DNS Manager who leave Customer’s organization or who otherwise no longer require access to the DNS Manager. 

4.6 Acceptable Use Policy. Customer shall not use, nor shall it permit others to use, the Verisign Managed DNS Services:  (a) for any unlawful, infringing, defamatory, or fraudulent purpose; (b) to transmit obscene, harassing or otherwise objectionable material, whether or not such material is constitutionally protected (c) to send any virus, worm, trojan horse or harmful code or attachment; (d) to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network; (e) so as to materially interfere with or disrupt Verisign’s network or third party networks connected to Verisign’s network; (f) for online gambling in all forms regardless of whether or not it violates applicable laws; and/or (g) in a manner that is inconsistent with the Agreement, any applicable laws, or any usage guidelines provided or posted by Verisign in writing from time to time.  If Verisign determines, in its sole discretion, that Customer has failed to comply with any part of this Section 4.6, Customer agrees that Verisign may immediately take corrective action which includes, but is not limited to, (i) suspending the Verisign Managed DNS Services; and/or (ii) terminating the Agreement or any part thereof.  Such corrective action is in addition to any other rights Verisign may have under the Agreement or under law, and Verisign shall have no liability with respect to any action taken, or inaction, in connection with this Section 4.6. Verisign may provide Customer with notice that Verisign intends to take action under this Section 4.6 but is not required to do so.  Customer acknowledges that Verisign shall not be responsible for any failure to deliver the Verisign Managed DNS Services resulting from factors outside of Verisign’s reasonable control including, but not limited to, any failure by Customer to comply with this Section 4.6 and/or any non-performance or improper performance by Customer or any third parties.

4.7 Lua License. Customer shall comply with the Lua License.

5. License Grants. 

5.1 Verisign License Grant. During the Term and on behalf of Verisign, Reseller grants to Customer, and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable license for the MDNS Authorized Users to access and use (a) the DNS Manager solely in accordance with the terms and conditions herein and any applicable instructions or documentation provided by Verisign for the purposes of (i) viewing and managing Customer’s account and the data therein; (b) using the Verisign Managed DNS Services; and (ii) viewing and retrieving Verisign Content. 

5.2 Restrictions.  The rights granted by Verisign pursuant to Section 5.1 above shall be subject to and conditioned upon the following:

5.2.1 Customer acknowledges and agrees that (a) access to and use of the Verisign Managed DNS Services shall be limited to Customer and the MDNS Authorized Users and shall not extend to any of Customer’s customers/end-users or other third parties; (b) Verisign retains all Intellectual Property Rights (as defined herein), title to and interest in all other information, data, content, software, systems, infrastructure, ideas, concepts, techniques, processes, configurations or other intellectual property embodied in or used or practiced in connection with the Verisign Managed DNS Services.  All such intellectual property of Verisign is deemed Confidential Information. 

5.2.2 Customer shall not (a) permit either direct or indirect use of the Verisign Managed DNS Services by any third party; (b) resell or distribute any of the Verisign Managed DNS Services or any copy thereof to any customer, end-user or other third party; (c) attempt to create a substitute service or product through the use of the Verisign Managed DNS Services under any circumstances; (d) modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to discover or obtain the source code for any of the software or systems which deliver the Verisign Managed DNS Services; or (e) combine any software with any code or software licensed under the GNU General Public License (“GPL”) or any other open source license, in any manner that could cause, or could be interpreted or asserted to cause, such software (or any modifications thereto) to become subject to the terms of the GPL or such other open source license, with the limited exception of any Scripts used in connection with the Verisign Dynamic Traffic Management feature, Customer will

5.3 Customer License Grant. During the Term, Customer grants to Verisign and Verisign accepts a limited, non-exclusive, non-transferable, non-sublicensable license to (a) use the Customer Zone(s) and access the Customer Primary Name Server for the purposes of providing the Verisign Managed DNS Services; and (b) if applicable, use, publish, reproduce, prepare derivative works from, modify, display, distribute and deploy all or part of the Customer Script(s) for the purpose of enabling Verisign to provide the Verisign Dynamic Traffic Management feature. 

6. Protection of Verisign Service Infrastructure.  In case of any event not within Verisign’s control which causes interruption of the Verisign Managed DNS Services, degrades the performance of the Verisign Managed DNS Services, or in any other way interferes with the use of the Verisign Managed DNS Services by Verisign’s customers or the provision of such by Verisign to its customers (a “Disrupting Event”), Verisign may immediately and without prior notice suspend the Verisign Managed DNS Services to Customer where Verisign has a reasonable belief that the Disrupting Event involves or is directed at Customer.  Within forty-eight (48) hours of any such suspension (or sooner if reasonably practicable), Reseller will notify Customer (email being sufficient) of the suspension and of the Disrupting Event.  Customer agrees that, if notified of such a suspension, it will cooperate with Reseller and Verisign in good faith to determine the cause of, and resolve, the Disrupting Event if possible. 

7. Effect of Termination. 

7.1 In the event of expiration of the Term or termination of this Service Order Form, the Verisign Managed DNS Services will be terminated for all Customer Zone(s) on the date on which the Term expires or the date on which the Verisign Managed DNS Services are terminated by Verisign or Customer in accordance with the Agreement, as applicable.  Customer is solely responsible for (a) removing the Customer Zone(s) and contacting its Registrar(s) to redirect DNS name server delegation for such Customer Zone(s); (b) any Registrar modification fees incurred for changing DNS name server delegation; and (c) procuring any new or replacement services upon termination or expiration.  By not taking any action with respect to Customer Zone(s) before the date on which the Term expires or the Verisign Managed DNS Services terminate, as applicable, Customer hereby acknowledges and agrees that Verisign may, in its discretion, take any number of actions which include, but are not limited to, not resolving DNS Queries to such Customer Zone(s) which will likely result in interruption of its DNS resolution on and after the date on which the Term expires or the date on which the Verisign Managed DNS Services terminate, as applicable, redirect DNS Queries, or respond to such DNS Queries in a manner deemed suitable to Verisign.  For avoidance of doubt, Verisign will terminate Customer’s access to the DNS Manager as of the date of expiration or termination, as applicable.  

7.2 In the event that Customer is no longer entitled to Failover, Weighted Load Balancing, Geo Location or Dynamic Traffic Management, Customer shall, within ten (10) days of written notice (which may be via email) from Verisign, access Customer’s account in the DNS Manager and disable the particular MDNS Feature from the applicable Resource Records.  In the event Customer fails to perform the obligations of the foregoing sentence within such ten (10) day period, Verisign shall have the right to perform such obligations. Customer acknowledges and agrees that when the MDNS Feature is disabled from Customer’s Resource Records pursuant to this Section 7.2, such Resource Record shall be converted back to a standard Resource Record that is not enabled with the particular MDNS Feature and that, as a result, DNS Queries for such Resource Record shall be resolved pursuant to the default response. 

7.3 In the event that Customer is no longer entitled to Two Factor Authentication, Customer shall, within ten (10) days of written notice (which may be via email) from Verisign, access Customer’s account in the DNS Manager and disable Two Factor Authentication from the applicable MDNS Authorized Users.  In the event Customer fails to perform the obligations of the foregoing sentence within such ten (10) day period, Verisign shall have the right to perform such obligations.  Customer acknowledges and agrees that when Two Factor Authentication is disabled from the Authorized Users, such MDNS Authorized Users will no longer have the security of the second authentication factor. 

8. Customer Representations and Warranties.  Customer represents and warrants that (a) its registration and use of any domain name(s) will not infringe the intellectual property rights of a third party and are for legitimate purposes and not for the purpose of (i) disrupting the business of a competitor; (ii) confusing or misleading Internet users; or (iii) cyber squatting, which is defined as the registration or acquisition of a domain name primarily for the purpose of selling, renting, or otherwise transferring the domain name registration to the owner of a trademark reflected in the domain name or to a competitor; (b) it has obtained any necessary consents and permissions to provide Customer and/or third party information (including, but not limited to, the Customer Zones, Domain Names and any personal data) to Verisign; (c) the use of the Verisign Managed DNS Services is for its own internal use and not for resale by Customer; and (d) it is not engaged in any illegal activities and that it will comply with all applicable rules, regulations and laws; (e) it owns all rights in, or has received a valid license to use, the Customer Scripts, with rights or licenses sufficient to enable use of Customer Scripts with the Verisign Dynamic Traffic Management feature as described herein; and (f) any use of the Customer Scripts described in the subparagraph (e) herein by Customer and/or Verisign does not misappropriate or infringe, directly or indirectly, the intellectual property rights of any third party.  If applicable, Customer shall maintain any licenses and adhere to all license terms applicable to any Customer Scripts.  In the event Verisign believes, in its discretion, that Customer has breached any of the foregoing representations and warranties, Verisign may take, without limitation, terminate this Service Order immediately upon notice to Customer, suspend the Verisign Managed DNS Services immediately upon notice to Customer, and remove some or all of the Customer Zones.

9. No Right of Indemnification Against Verisign.  Customer acknowledges and agrees that it shall have no right to see, and shall not seek, any indemnification directly from Verisign. 

10.  DISCLAIMERS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SERVICE ORDER TO THE CONTRARY, THE VERISIGN MANAGED DNS SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM ESXTENT PERMITTED BY LAW, RESELLER DISCLAIMS ALL WARRANTIES, WHETHER ECPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRAD EUSAGE. 

11.  Compliance with Law, Export Requirements, Foreign Reshipment Liability.  Each party agrees that it shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with its performance under this Agreement.  Regardless of any disclosure made by Customer to Reseller of an ultimate destination of any software, hardware, or technical data acquired from Reseller and, notwithstanding anything contained in this Service Order to the contrary, Customer will not modify, export, or re-export, either directly or indirectly, any software, hardware, or technical data, or portions thereof, without first obtaining any and all necessary licenses from the United States government or agencies thereof or any other country that requires an export license or other governmental approval at the time of modification, export, or re-export.  Reseller shall have the right to suspend performance of any of its obligations under this Service Order, without prior notice and without liability if Customer fails to comply with this Section 11.

12.  Anti-Bribery.  Customer represents and warrants that (a) it is aware of, understands and will comply with the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act, as applicable (collectively, the “Acts”); (b) it will not take any action that might be a violation of the Acts or other applicable anti-corruption Laws that prohibit the same type of conduct; (c) it has, and will have, policies in place sufficient to ensure compliance with the provisions of the FCPA and U.K. Bribery Act, as applicable; (d) Customer and its Affiliates, in the exercise of their rights and the performance of their obligations under this Service Order, or in connection with any transaction contemplated or authorized by this Service Order, have not, and shall not, pay or give, offer or promise to pay or give, or authorize any third party to pay or give, any money or any other thing of value directly or indirectly for the purpose of unfairly obtaining or retaining any business or securing any other unfair advantage to:  (i) any government official or government employee (including any official or employee of a state-owned commercial enterprise or public international organization; (ii) any political party or officer or employee of any political party; (iii) any candidate for political office; (iv) any officer or employee of any customer or potential customer; or (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any of the foregoing persons or entities; (vi) all amounts paid to Reseller by Customer hereunder, including, but not limited to, any discounts or credits furnished by Reseller, if any, shall not be paid or given to any other person, firm, corporation or other entity, except in payment for a bona fide business purposes authorized by this Service Order and incurred in connection with the performance of services hereunder in accordance with applicable Law. Reseller acknowledges that any violation of this Section 12, or any formal allegation brought by a government agency charged with enforcement of anti-corruption Laws that Customer is involved in a violation of any applicable anti-corruption law involving or related to this Service Order, would be a material breach of this Service Order giving Reseller the right to terminate the Service Order immediately without any liability owed by Reseller.

13.  Survival of Terms. The following provisions shall survive any expiration or termination of this Service Order:  (a) Section  1 (Definitions); (b) Section 5.2 (Restrictions); (c) Section 7 (Effect of Termination); (d) Section 10 (Disclaimer of Warranties); and (e) any other provisions of this Service Order which, by their nature, were intended by the Parties to survive any expiration or termination of this Agreement.