Software Pilot Terms of Service
This Software Pilot Terms of Service (these "Terms") form a legally binding agreement between DNexus Limited, a company incorporated in England and Wales with registered office at 4 Treeway, Reigate, Surrey UK RH2 0DT ("DNexus"), and the individual identified during account registration, acting on their own behalf and (where applicable) on behalf of their organisation (the "Pilot Licensee").
Acceptence
By clicking "I accept" during account registration, or by accessing or using the DNexus domain dispute platform (the "Platform"), the individual doing so:
(a) accepts these Terms in their personal capacity; and
(b) if accessing or using the Platform on behalf of an organisation, represents that they have authority to bind that organisation to these Terms and accepts these Terms on that organisation's behalf, in which case "Pilot Licensee" refers to both the individual and the organisation jointly and severally.
The Pilot Licensee acknowledges that DNexus's privacy policy applies in respect of personal data collected by DNexus from the Pilot Licensee in connection with the Platform.
If the individual does not have authority to bind their organisation (where they purport to do so), or if the Pilot Licensee does not agree with these Terms, the Pilot Licensee must not access or use the Platform.
Eligibility and Access.
Approval required. Access to the Platform is subject to DNexus's prior approval on a per-login basis. DNexus may approve or decline any application for access in its sole discretion, and may revoke approval at any time. These Terms become binding on the Pilot Licensee on the earlier of (i) DNexus granting access credentials to the Pilot Licensee, and (ii) the Pilot Licensee first accessing the Platform. Each individual who wishes to access the Platform must apply for their own login, is subject to a separate approval by DNexus, and must separately accept these Terms.
Geographic eligibility. The Pilot Licensee represents that it is incorporated and operates within the United Kingdom or the European Economic Area. The Platform is not made available to entities established outside the United Kingdom and the European Economic Area.
No competitors. The Pilot Licensee represents and warrants that it is not, and is not affiliated with, a direct or indirect competitor of DNexus. For these purposes, a "competitor" means any person engaged in the development, marketing, or provision of a domain dispute management platform, or any substantially similar product or service. The Pilot Licensee shall not access or use the Platform for the purpose of building a competing product or service or for any competitive analysis.
Accuracy of information. The Pilot Licensee shall ensure that all information provided to DNexus during registration is accurate and complete and shall keep that information up to date.
Licence Grant.
Licence. Subject to the terms and conditions of these Terms, DNexus hereby grants the Pilot Licensee a non-exclusive, non-sublicensable, and non-transferable licence during the Evaluation Period (as defined in Section 14) to use the Platform for the Pilot Licensee's internal evaluation of the Platform and for limited operational use within the Pilot Scope set out in Section 2(b).
Pilot Scope. During the Evaluation Period, the Pilot Licensee may, subject to the Use Restrictions in Section 3 and any other restrictions in these Terms: i. submit Collection Inputs in respect of up to ten (10) distinct trade marks, brands, or other identifiers ("Pilot Marks"); ii. generate, mark for approval, and use up to ten (10) Generated Communications in total across all Pilot Marks; and iii. review and act on the Collected Content returned in respect of those Pilot Marks, including by sending Generated Communications (subject to Section 11) to third parties.
Pilot Scope limits. The limits in Section 2(b) apply across the Pilot Licensee as a whole and across the Evaluation Period as a whole, regardless of the number of individuals from the Pilot Licensee's organisation who hold separate logins. DNexus may, in its sole discretion, increase the Pilot Scope on written request from the Pilot Licensee.
Purpose. The Pilot Licensee's use of the Platform is for the purpose of evaluating whether the Pilot Licensee desires to enter into a commercial licence agreement with DNexus for the Platform and to provide Feedback as defined in Section 5. These Terms do not provide a commercial licence, and the Pilot Licensee's use of the Platform after the Evaluation Period, or use beyond the Pilot Scope during the Evaluation Period, is subject to the parties entering into and executing a separate commercial licence agreement.
Use Restrictions. The Pilot Licensee shall not use the Platform for any purposes beyond the scope of the licence granted in these Terms. Without limiting the foregoing and except as otherwise expressly set forth in these Terms, the Pilot Licensee shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Platform, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (d) remove any proprietary notices from the Platform; (e) use the Platform 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; or (f) share its login or password with any other person, including any other individual within the same organisation, each of whom must apply for and obtain their own separate login.
Reservation of Rights. DNexus reserves all rights not expressly granted to the Pilot Licensee in these Terms. Except for the limited rights and licences expressly granted under these Terms, nothing in these Terms grants to the Pilot Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Platform.
Pilot Licensee Responsibilities.
The Pilot Licensee is responsible and liable for all uses of the Platform under its login credentials.
Feedback. The Pilot Licensee shall provide reasonable feedback, comments, and suggestions on the Platform through the feedback mechanisms made available within the Platform from time to time ("Feedback"). DNexus is free to use such Feedback, and to monitor the Pilot Licensee's usage of the Platform, in connection with the development, performance tracking, and improvement of the Platform. This may include collecting, storing, and analysing data or documents uploaded directly into the Platform by the Pilot Licensee ("User Data").
Aggregated data. Notwithstanding any other provision of these Terms, DNexus may collect, generate, and use aggregated and anonymised data derived from User Data and from Pilot Licensee's use of the Platform ("Aggregated Data") for any lawful purpose, including to benchmark, analyse usage patterns across users, improve the Platform, and develop new products and services. Aggregated Data shall not identify the Pilot Licensee or any individual and, as between the parties, is owned solely by DNexus. DNexus shall not externally share or publish insights or analyses that identify the Pilot Licensee or any individual.
Confidential Information. From time to time during the Evaluation Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, partners, members, and individual contractors who are integrated into the receiving party's workforce who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order. On the expiration or termination of these Terms, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and on request certify in writing to the disclosing party that such Confidential Information has been destroyed, provided that Confidential Information may be retained for automatic archival and regulatory reasons as long as it is not readily accessible or used for any other purpose. The obligations of confidentiality in this Section 6 shall continue for a period of two (2) years following the expiration or earlier termination of these Terms, except that obligations with respect to Confidential Information that constitutes a trade secret shall continue for so long as such information remains a trade secret under applicable law.
Data Protection. To the extent DNexus Processes Personal Data (as defined in the UK General Data Protection Regulation) contained in User Data on behalf of the Pilot Licensee, the Pilot Licensee is the Controller and DNexus is the Processor. DNexus shall: (a) Process such Personal Data only as necessary to provide the Platform and in accordance with the Pilot Licensee's documented instructions (which include these Terms); (b) implement appropriate technical and organisational measures to protect Personal Data; (c) ensure personnel authorised to Process Personal Data are bound by confidentiality obligations; (d) host Personal Data within the United Kingdom and/or the European Economic Area; (e) notify the Pilot Licensee without undue delay of any Personal Data breach; and (f) on termination, delete or return Personal Data in accordance with Section 6. The Pilot Licensee warrants that it has all necessary rights, consents, and lawful bases to upload User Data to the Platform and to authorise the Processing contemplated by these Terms. Each party shall comply with its respective obligations under applicable data protection laws.
Intellectual Property Ownership. The Pilot Licensee acknowledges that, as between the Pilot Licensee and DNexus, DNexus owns all right, title, and interest, including all intellectual property rights, in and to the Platform and any data, information, or results provided or available therein, and the Pilot Licensee owns all right, title, and interest, including all intellectual property rights, in and to the User Data (for clarity, excluding Feedback and Aggregated Data).
Disclaimer of Warranties. THE PLATFORM IS PROVIDED "AS IS" AND DNEXUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DNEXUS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DNEXUS MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE PILOT LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY PLATFORM, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. Nothing in the Platform constitutes legal or other advice, and DNexus has no liability for any action taken by the Pilot Licensee with respect to results obtained from the Platform.
Collected Content.
Nature of the Platform. The Pilot Licensee acknowledges that the Platform operates by collecting, aggregating, and presenting information from public sources on the internet and from third-party data providers in response to inputs determined by pilot licensee including search terms, queries and parameters ("Collection Inputs"). The content collected, aggregated, or presented by the Platform in response to Collection Inputs (the "Collected Content") is determined by the Collection Inputs and by the content available from third-party sources at the time of collection, and is not selected, curated, edited, endorsed, or controlled by DNexus.
User responsibility for Collection Inputs. The Pilot Licensee is solely responsible for the Collection Inputs it submits to the Platform and for any consequences arising from those Collection Inputs, including the nature of the Collected Content returned. The Pilot Licensee shall not submit Collection Inputs that the Pilot Licensee knows, or ought reasonably to know, are likely to cause the Platform to collect or present unlawful content.
No warranty as to Collected Content. Without limiting Section 9 (Disclaimer of Warranties), DNexus makes no representation or warranty of any kind in respect of the Collected Content, including as to its accuracy, completeness, currency, legality, suitability, decency, or non-infringement of third-party rights. The Pilot Licensee acknowledges that the Collected Content may include material that is inaccurate, out of date, offensive, objectionable, defamatory, or that infringes the intellectual property or other rights of third parties, and that DNexus has no ability to prevent, filter, or moderate such material in advance.
No liability for Collected Content. To the maximum extent permitted by applicable law, DNexus shall not be liable to the Pilot Licensee or any third party for any loss, damage, distress, offence, or other harm arising out of or in connection with the Collected Content, including any decision taken or not taken by the Pilot Licensee in reliance on the Collected Content. The Pilot Licensee is solely responsible for reviewing the Collected Content before relying on or acting upon it.
Prohibited Content. For the purposes of these Terms, "Prohibited Content" means content that: i. constitutes child sexual abuse material; ii. constitutes terrorist content or content that promotes, encourages, or facilitates terrorism; iii. incites violence, hatred, or discrimination against any person or group; iv. constitutes a priority offence or harmful content as defined under the Online Safety Act 2023; or v. is otherwise unlawful to host, process, or transmit under applicable law. in each case excluding content that infringes intellectual property rights, trade mark rights, passing off, or constitutes counterfeit or grey-market goods (which the Platform is designed to assist the Pilot Licensee in identifying and addressing).
If DNexus becomes aware that any Collected Content is or may be Prohibited Content, DNexus may, in its sole discretion and without notice, remove or restrict access to such content, suspend the relevant Collection Inputs, suspend the Pilot Licensee's access to the Platform, and/or report the matter to the relevant authorities. The Pilot Licensee shall notify DNexus promptly if it becomes aware that any Collected Content is or may be Prohibited Content.
Third-party rights and personal data in Collected Content. The Pilot Licensee acknowledges that Collected Content may include personal data relating to third parties and content in which third parties hold intellectual property or other rights. The Pilot Licensee shall: (i) handle any such personal data in accordance with applicable data protection laws; (ii) not use Collected Content in any manner that infringes the rights of any third party; and (iii) be solely responsible for determining the lawful basis on which it processes any personal data contained in Collected Content for its own purposes.
Reporting. The Pilot Licensee may report Collected Content that it considers unlawful, offensive, or otherwise problematic through the in-Platform reporting function or by email to legal@dnxs.io. DNexus shall acknowledge receipt of any such report and use reasonable efforts to review and, where appropriate, remove or restrict access to the reported Collected Content. DNexus is not obliged to take any particular action in response to a report and shall determine in its reasonable discretion what action, if any, to take.
Notices Generated by the Platform.
How it works. The Pilot Licensee may upload its own notice templates to the Platform ("User Templates"). The Platform populates User Templates with data drawn from Collected Content, Collection Inputs, and other data within the Platform to produce draft communications ("Generated Communications"). DNexus does not draft, author, review, or approve the substantive content of any User Template or Generated Communication.
Pilot Licensee responsibility. The Pilot Licensee is solely responsible for: (i) its User Templates, including that they are lawful to upload and use, do not contain Prohibited Content, do not infringe the rights of any third party, and are legally adequate for the Pilot Licensee's intended purpose; (ii) reviewing each Generated Communication, including the accuracy of the populated data, before any external use; and (iii) the content and consequences of any Generated Communication once sent, shared, published, or otherwise used outside the Platform. The Pilot Licensee warrants that it will not upload any User Template that contains Prohibited Content or that is otherwise unlawful. No Generated Communication constitutes legal advice from DNexus.
No liability. To the maximum extent permitted by applicable law, DNexus shall not be liable to the Pilot Licensee or any third party for any loss, damage, distress, defamation claim, or other harm arising out of or in connection with any User Template or any Generated Communication.
Indemnification. The Pilot Licensee agrees to indemnify, defend, and hold harmless DNexus and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, or costs (including reasonable legal fees) resulting from any third-party claim, suit, action, or proceeding based on: (a) the Pilot Licensee's use of the Platform in breach of these Terms; (b) the Collection Inputs submitted by the Pilot Licensee; (c) the Pilot Licensee's use of, or reliance on, any Collected Content; or (d) any User Template uploaded by the Pilot Licensee, or any Generated Communication sent, shared, published, or otherwise used by the Pilot Licensee outside the Platform.
Limitations of Liability. IN NO EVENT WILL DNEXUS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DNEXUS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DNEXUS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (I) THE FEES PAID BY THE PILOT LICENSEE TO DNEXUS UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY AND (II) £100.
Term and Termination.
Commencement and renewal. These Terms commence on the date the Pilot Licensee is granted access to the Platform and continue on a rolling weekly basis (each weekly period, a "Renewal Period"), automatically renewing for successive Renewal Periods until terminated in accordance with this Section 14 (such period, the "Evaluation Period").
Maximum duration. In no event shall the Evaluation Period exceed ninety (90) days from the date of commencement. On expiry of the ninetieth (90th) day, these Terms shall automatically terminate and the Pilot Licensee's access to the Platform shall cease, unless the parties have, prior to that date, entered into a separate written commercial agreement.
Termination by either party. Either party may terminate these Terms at the end of any Renewal Period by giving the other party at least one (1) week's written notice via the Platform or by email to the other party's notice address.
Termination for breach. DNexus may terminate these Terms on written notice to the Pilot Licensee if the Pilot Licensee materially breaches or fails to comply with any terms or conditions of these Terms and does not cure such breach or failure within ten (10) days after receiving written notice thereof. DNexus may also suspend or terminate access immediately if it reasonably believes the Pilot Licensee is in breach of Section 1(c) (No competitors), Section 3 (Use Restrictions), or Section 6 (Confidential Information).
Effect of termination. On termination or expiry, the Pilot Licensee's access to the Platform shall cease. Any continued use of the Platform after termination or expiry shall require a separate written commercial agreement between the parties. Sections 6, 7, 8, 9, 10, 11, 12, 13, this Section 14, and Section 17 (Miscellaneous) survive any termination or expiration of these Terms. No other provisions of these Terms survive the expiration or earlier termination of these Terms.
Marketing. The Pilot Licensee grants DNexus a non-exclusive, royalty-free, worldwide licence to use the Pilot Licensee's name and logo, and to identify the Pilot Licensee as a user of the Platform, on (a) DNexus's website and customer lists; and (b) materials prepared for actual or prospective investors in DNexus, in each case in a manner consistent with the Pilot Licensee's brand guidelines (where provided). The Pilot Licensee may withdraw this permission at any time by giving DNexus written notice, in which case DNexus shall, within thirty (30) days of receipt of such notice, remove the Pilot Licensee's name and logo from any then-active marketing materials over which DNexus has reasonable control (which, for clarity, does not extend to historical investor materials already disseminated).
Changes to These Terms. DNexus may update these Terms from time to time. DNexus shall notify the Pilot Licensee of any material changes to these Terms at least thirty (30) days before such changes take effect, via email to the address provided at registration and via in-Platform notification. Non-material changes (including typographical corrections, changes to contact details, and clarifications that do not adversely affect the Pilot Licensee's rights or obligations) may take effect immediately upon posting. The Pilot Licensee's continued use of the Platform after the effective date of any updated Terms constitutes acceptance of those updated Terms. If the Pilot Licensee does not agree with the updated Terms, the Pilot Licensee's sole remedy is to terminate these Terms in accordance with Section 14.
Miscellaneous.
Entire Agreement. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
Notices. All notices and other communications hereunder must be in writing. Notices to DNexus shall be sent to legal@dnxs.io. Notices to the Pilot Licensee shall be sent to the email address provided at registration (or to such other address that may be designated by the Pilot Licensee from time to time in accordance with this Section). All notices must be delivered by email with confirmation of transmission.
No waiver. No failure to exercise, or delay in exercising, any rights arising from these Terms will operate or be construed as a waiver thereof.
Governing Law. These Terms are governed by and construed in accordance with the laws of England and Wales without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than the aforementioned. Any legal suit, action, or proceeding arising out of or related to these Terms or the licences granted hereunder will be instituted in the courts of London, England, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Assignment. The Pilot Licensee may not assign any of its rights or delegate any of its obligations under these Terms without DNexus's prior written consent. DNexus may assign these Terms freely. These Terms are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Equitable Relief. The Pilot Licensee acknowledges and agrees that a breach or threatened breach of its obligations under these Terms would cause DNexus irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, DNexus will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Third-party rights. No person who is not a party to these Terms has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected.
END OF TERMS OF SERVICE