Subscription Agreement – Terms and Conditions

Please read the Subscription Agreement (“Agreement”) below and indicate your acceptance of this Agreement on behalf of the organization named in the Customer Portal (“Subscriber”) by clicking the checkbox “I agree to terms and conditions”.

This Agreement is designed to be a simple “one-click” to accept. If, for genuine governance or company constitutional reasons, your organization requires a document countersigned by both parties then do not accept this online agreement but instead download a pdf copy of this Agreement, arrange for its signature by your authorized official and send to Spamhaus Technology Ltd by e-mail to [email protected] for counter-signature and return.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (“Agreement”) is effective as of the Activation Date and made by and between Spamhaus Technology Ltd (“Spamhaus Technology”), a limited liability company based in 4 Old Park Lane, Mayfair, London, England, W1K 1QW (company number: 05078652) and you (“Subscriber”).

OPERATIVE PROVISIONS:

  1. DEFINITIONS AND INTERPRETATION
  • Definitions
“Activation Date” means the date on which the Spamhaus Data is made available to the Subscriber;


“Affiliate” means in relation to any company, any subsidiary or holding company of that company, and any subsidiary of any such holding company, in each case at any level, where the expressions “holding company” and “subsidiary” have the meanings ascribed thereto by section 1159 of the Companies Act 2006 (as amended or replaced);


“Allowable Query Volume” means the maximum volume of queries the Subscriber is permitted to facilitate in any given period in relation to the Services, as set out within the Customer Portal;


“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;


“Confidential Information” means all information of either party, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, strategic partners, customers, business plans, promotional and marketing activities, finances and other business affairs of such party), that is disclosed by one party to the other party (including the Spamhaus Data and Documentation) or that is otherwise learned by the receiving party in the course of its discussions or business dealings with, or its physical or electronic access to the premises of, the disclosing party, and that has been identified as being proprietary and/or confidential or that the receiving party by the nature of the circumstances surrounding the disclosure or receipt ought to know should be treated as proprietary and confidential;


“Customer Portal” means the online portal used to manage your subscription;


“Declared Total Users” means, in relation to the Subscriber, its Affiliates, and any users of the Subscriber’s value-add derivative products, the maximum number of users in respect of which the Subscriber is permitted to use the Services as set out within the Customer Portal;


“Documentation” means explanatory materials related to the Service; whether in printed, electronic, or online form or any other medium provided by Spamhaus Technology;


“Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;


“Malicious Activity” means the actions taken by an individual or group with the intent to disrupt, damage, or otherwise negatively impact a targeted individual, business or group through actions such as but not limited to spamming, phishing, Distributed Denial of Service Attacks (“DDOS”), or ransomware;


“Malicious Party” means any person or group who participates, whether directly or by proxy, in illegal or damaging activities that result in the benefits for that group or individual. This can include but is not limited to spamming, phishing, ransom and DDOS;


“Reseller” means the person reselling the Services to the Subscriber;


“Service Expiry Date” means the date set out in the Customer Portal on which, unless renewed, the Subscriber’s subscription to the Services expires;


“Services” means the services specified within the Customer Portal provided to the Subscriber by Spamhaus Technology;


“Spamhaus Data” means the content of the Spamhaus feeds, including specifically the domains and IP addresses listed in such Spamhaus feeds identified as being connected with the transmission, origin or destination of Malicious Activity or the hosting or provision of services to Malicious Parties, or identified as IP addresses from which unauthenticated e-mail should not be originating, as updated from time to time, and including all updates to such content provided through the Services;


“Trial Period” means the 30-day free trial period.


  • Interpretation
    • A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    • A reference to writing or written includes e-mail.
    • A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    • A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    • Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expressions shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  1. SERVICE
    • Grant of rights by Spamhaus Technology
      • Subject to the terms of this Agreement, Spamhaus Technology grants the Subscriber a non-exclusive, non-transferable and fully revocable limited right:
        • to use the Services for the Trial Period on a one-time only basis;
        • for the remainder of the term to use the Services until the Service Expiry Date.

Except as provided for in this Agreement, no other rights or licenses are granted with respect to the Spamhaus Data or the Services.

  • The Subscriber agrees that the Spamhaus Data will be in a transfer/synchronization format and data format determined by Spamhaus Technology, and that any setup work, software or expense incurred by the Subscriber to receive and/or utilize the Spamhaus Data is the sole responsibility of the Subscriber.
  • Spamhaus Technology shall be entitled without prior notice to suspend, or take out of use, interrupt, change, or improve, introduce, or degrade any part of the Services, their content, functionality, technical specifications or system requirements, for the purposes of:
    • replacement, maintenance, repair and upgrade;
    • dealing with any emergency, risk to health and safety, or actual or suspected security breach;
    • operational, statutory, legal or regulatory reasons or to comply with any legal or regulatory obligation or any changes to any Internet standards or protocols; or
    • making any change (which does not materially degrade the Services) being applied to all customers and resellers of Spamhaus Technology, including the introduction of more authentication requirements for access to the Services.
  • Spamhaus Technology reserves the right to take whatever corrective action necessary to protect its data, up to and including suspension of the Spamhaus Data without prior notice, and other such means as are technologically necessary. Following such suspension, Spamhaus Technology shall notify the Subscriber of the suspension as soon as is reasonably practical and may immediately terminate the Agreement for material breach in accordance with clause 5.1.1(b) if the Subscriber fails to correct any problems identified within the timeframe specified by Spamhaus Technology.
  • If Spamhaus Technology should determine through any legal means that the Declared Total Users and/or the Allowable Query Volume is inaccurate the Subscriber will be asked to adjust its level of subscription fees accordingly, or Spamhaus Technology may at its sole discretion, immediately terminate this Agreement for material breach in accordance with clause 5.1.1(b).
  • Use of the Spamhaus Data
    • The Subscriber shall use the Spamhaus Data in accordance with the Documentation including any general instructions, policies and guidelines in place from time to time as set out in the Customer Portal.
    • The Spamhaus Data supplied under this Agreement is for the Subscriber’s use only and may not be distributed, transformed or disseminated to parties outside of the Subscriber’s organization, either in part or in whole, in any form whatsoever without the express prior permission of Spamhaus Technology evidenced in writing. As at the date of this Agreement, Spamhaus Technology’s consent is hereby given in respect of the Subscriber’s use or incorporation of the Spamhaus Data in the process of developing value-add derivative products in accordance with clause 2.2.5.
    • Spamhaus Technology will use reasonable endeavours to make available the Services from one or more Spamhaus servers 24 hours in every day on every day of the year, but Spamhaus Technology does not guarantee that such availability will be free from faults or interruptions.
    • Access to the Service is restricted to the Declared Total Users and/or the Allowable Query Volume set out in the Customer Portal. Failure by the Subscriber to restrict access to the Declared Total Users or any abuse of the Allowable Query Volume, whether wilful, negligent or for any other reason whatsoever, shall constitute a material breach of this Agreement and Spamhaus Technology shall be entitled, without limitation to its other rights, to immediately terminate this Agreement in accordance with clause 5.1.1(b).
    • The Subscriber hereby acknowledges and accepts that the Spamhaus Data be used or incorporated only in the process of developing value-add derivative products and the Spamhaus Data shall not be transmitted, disseminated or otherwise made available in its original form or content to the Subscriber’s Affiliates or users. Spamhaus Technology shall decide (acting in good faith and in its sole discretion) whether the Spamhaus Data has been “used or incorporated only in the process of developing value-add derivative products” in accordance with this clause 2.2.5, and if it decides that the Spamhaus Data isn’t being used or incorporate in that manner, Spamhaus Technology shall be entitled to immediately terminate this Agreement for material breach in accordance with clause 5.1.1(b).
    • The Subscriber shall permit Spamhaus Technology to audit its usage and compliance with these terms of this Agreement and hereby authorizes Spamhaus Technology or an authorized third party to enter the Subscriber’s premises and any premises under its control, for such purposes.
  1. SUBSCRIPTION FEES
    • Payment
      • The Subscriber shall pay subscription fees to Spamhaus Technology or the Reseller (as applicable), at such frequency or intervals as set out in the Customer Portal, for use of the Services. Such subscription fees shall be determined by reference to the number of Declared Total Users and/or the Allowable Query Volume. The Subscriber must ensure that the number of Declared Total Users and/or the Allowable Query Volume required for its order (as set out in the Customer Portal), is an accurate and complete estimate and must ensure that the Allowable Query Volume is adequate to meet its requirements in relation to facilitating queries from users of its value-add derivative products. Spamhaus Technology shall not be obliged to respond to and the Services shall not process any queries facilitated by the Subscriber in excess of the Allowable Query Volume.
      • Where a payment is due upon execution of this Agreement, it is due immediately, in full and access to the Services shall not commence until such payment has been received by Spamhaus Technology or the Reseller (as applicable) in cleared funds.
      • If no frequency or intervals for payment are set out in the Customer Portal, or if the Customer Portal does not set out sufficient intervals then, prior to the end date of each one-year term, Spamhaus Technology or the Reseller (as applicable) will invoice the Subscriber for payment for the following year, which amount shall be payable unless the Subscriber notifies Spamhaus Technology or the Reseller (as applicable) of its decision not to renew within 30 days of receipt of invoice.
      • Payment of any subscription fees or other amounts by the Subscriber shall be made by bank transfer to such account and in such currency nominated by Spamhaus Technology or the Reseller (as applicable) from time to time, or alternatively by credit card.
      • All amounts shall be paid by the Subscriber in full without set-off, deduction or withholding.
      • If any amount payable by the Subscriber under this Agreement becomes overdue, then:
        • the Subscriber shall pay on demand interest on such overdue amount running from and including the date it was due, to but excluding the date when it is paid, whether before or after judgment. Such interest will be calculated and will accrue on a daily basis at the rate of 8% per annum; and
        • Spamhaus Technology may suspend all or part of the Services without notice at its sole discretion until payment has been made in full and cleared funds.
      • All sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, for which the Subscriber shall be responsible.
    • Pricing changes
      • Spamhaus Technology reserves the right to vary the Services pricing without notice at its sole discretion.
      • Where Spamhaus Technology varies the Services pricing, any changes in subscription fees shall not affect the Subscriber’s prepayment but shall apply only after the expiry of the pre-paid subscription term.
  1. TERM
    • This Agreement shall commence on the Activation Date.
    • The term of this Agreement shall be as set out in the Customer Portal, following which this Agreement shall continue on a rolling basis:
      • where the term is longer than one quarter of the calendar year, for one-year periods until terminated by either party on the provision of 30 days written notice; or
      • where the term is shorter than one quarter of the calendar year, for one-month periods until terminated by either party in writing at any time. Where the Subscriber fails to make payment for Services provided on a monthly, pay-as-you-go-basis, then notwithstanding clause 4.2.2 this Agreement shall automatically and immediately terminate.

unless one or both parties provide written notice of termination of this Agreement in accordance with clause 5below.

  1. TERMINATION
    • Termination for cause
      • Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
        • the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
        • the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so. For the avoidance of doubt, any breach of the Subscriber’s obligations under clause 2.2 of this Agreement shall be regarded as material;
        • the other party breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
        • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
        • there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
      • For the purposes of clause 1.1(b), “material breach” means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this Agreement.
      • Spamhaus Technology shall not be deemed to have waived its right to immediately terminate this Agreement under clause 5.1.1 as a result of its failure to exercise, or its delay in exercising such right.
    • Termination by non-renewal
      • Without affecting any other right or remedy available to it, either party may terminate this Agreement on giving not less than 30 days’ written notice to the other party or the Reseller (as applicable) prior to the Service Expiry Date.
    • Consequences of termination
      • On termination of this Agreement for any reason whatsoever, the Subscriber’s right to use the Services shall automatically terminate with immediate effect, and the Subscriber shall promptly return to Spamhaus Technology at its own cost any property and/or Documentation within its possession pertaining to the receipt and use the Services and provide confirmation of the same in writing.
      • For the avoidance of doubt, termination of this Agreement (for whatever reason) shall not entitle the Subscriber to any form of refund (on a whole, partial or pro-rata basis) of its subscription fees.
    • Survival
      • The following clauses will survive the termination of this Agreement: 3, 6, 7, 8, 9, 10, 12, 15, 14 and 16 and any other provisions of this Agreement that may reasonably be interpreted or construed as surviving termination of this Agreement.
      • Any termination of this Agreement shall not alter or modify any right or obligation of a party that arose prior to such termination.
  1. CONFIDENTIALITY
    • Each party will use reasonable care to hold the other party’s Confidential Information in confidence and not disclose such Confidential Information to anyone other than to its directors, employees, contractors, attorneys, and accountants with a need to know for purposes of exercising its rights and performing its obligations under this Agreement. A party that receives the other party’s Confidential Information may only reproduce or use such information as reasonably required to perform its obligations under or exercise its rights pursuant to this Agreement.
    • The obligations of either party pursuant to this clause 6 will not extend to any information that the receiving party can demonstrate through written documentation was already known to the receiving party prior to its disclosure to the receiving party, was or becomes known or generally available to the public (other than by act of the receiving party), is disclosed or made available in writing to the receiving party without an obligation of confidentiality by a third party having a bona fide right to do so, is independently developed by receiving party without the use of any of the disclosing party’s Confidential Information, or is required to be disclosed by process of law, provided that the receiving party will notify the disclosing party promptly upon any request or demand for such disclosure.
  2. NO WARRANTY
    • Spamhaus Technology provides the Spamhaus Data on an advisory basis only, and does not guarantee the Spamhaus Data to be complete, accurate or free from interruption or error. Spamhaus Technology does not guarantee the results or effectiveness of the Spamhaus Data or give any recommendations as to how the Spamhaus Data should be used.
    • The Subscriber specifically acknowledges that certain uses of the Spamhaus Data may cause legitimate e-mail as well as illegitimate e-mail to be rejected. The Subscriber further acknowledges and affirms that it accepts such risks of legitimate e-mail being rejected, and shall not hold Spamhaus Technology responsible for any damage caused by legitimate e-mail being rejected. The Subscriber specifically acknowledges that final responsibility for all filtering or blocking actions and decisions based on any Spamhaus Data remains with the Subscriber.
    • The Subscriber specifically acknowledges that it will not hold Spamhaus Technology responsible for any delays or other problems experienced in accessing the Spamhaus Data which are caused by the internet or any other systems not in the control of Spamhaus Technology
    • Any and all warranties, express and/or implied, are expressly excluded and disclaimed except to the extent specifically and expressly provided for in this Agreement. The Spamhaus Data is constantly evolving and is offered as is, as available, with all its faults and, to the extent permitted by law, is provided without any covenants or any express, implied or statutory warranties including (without limitation and qualification) any warranties as to accuracy, functionality, performance, merchantability, system integration, data accuracy or fitness for any particular purpose.
  3. LIMITATION OF LIABILITY
    • The Subscriber acknowledges and agrees that neither Spamhaus Technology nor its Affiliates assume any duty of care to the Subscriber or any other person with respect to the Services, and the Subscriber agrees that none of them shall have any liability whatsoever to the Subscriber (whether in tort, contract, breach of statutory duty or liability under any other form of action to the extent that applicable law permits such limitation) and the Subscriber shall have no remedies against them with respect to the Services, or any use of or reliance on the same made by the Subscriber or any person through the Subscriber, including without limitation for any: (b) indirect, incidental or consequential loss; (c) special, exemplary or punitive damages; (d) loss of profit; (e) loss of investment; (f) loss of trading; (g) loss of sales or business; (h) loss of agreements or contracts; (i) loss of anticipated savings; (j) loss of use or corruption of software or data; (k) wasted expenditure; (l) liability to third parties; or (m) any other form of loss or liability, regardless of cause,and even if Spamhaus Technology was advised of the possibility of such damages.
    • Subject to clause 8.3, Spamhaus Technology’s total liability to the Subscriber under this Agreement shall in no circumstances exceed the greater of (a) £100; or (b) an amount equal to the total subscription fees paid by the Subscriber directly to Spamhaus Technology in the 12 months immediately preceding the date of the event giving rise to the liability.
    • Nothing in this Agreement shall limit Spamhaus Technology’s liability for: (a) death or personal injury caused by Spamhaus Technology’s negligence; (b) fraud; or (c) any other liability that cannot be limited or excluded under applicable law.
  4. INTELLECTUAL PROPERTY
    • The Subscriber acknowledges that all Intellectual Property Rights in the Spamhaus Data belong and shall belong to Spamhaus Technology or the relevant third-party owners (as the case may be), and the Subscriber shall have no rights in or to the Spamhaus Data other than the right to use the Services in accordance with the terms of this Agreement.
  5. NOTICES
    • Method
      • Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the email address(es) set out below:

Spamhaus Technology: datafeed-acc[email protected] and [email protected] (notice will only be valid if sent to both).

You: to the email address provided by you to Spamhaus Technology in connection with this Agreement from time to time.

  • Delivery
    • Any notice or communication shall be deemed to have been received if sent by e-mail, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
    • This clause 10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  1. ENTIRE AGREEMENT
    • This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces any and all prior understandings, agreements and negotiations between the parties.
  2. ASSIGNMENT
    • The Subscriber shall not be entitled to transfer, sell, lease, assign, pledge, share or sublicense any rights or obligation under this Agreement in whole or in part to any other party or person without the prior written consent of Spamhaus Technology.The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
  3. WAIVER
    • No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  4. SEVERANCE
    • If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement shall remain in full force and effect.
  5. VARIATION
    • This Agreement may only be supplemented or modified by an amendment in writing executed by duly authorized representatives of the parties and expressly referring to this Agreement. No additional or conflicting term in a purchase order or other document shall have any effect.
  6. GOVERNING LAW AND JURISDICTION
    • This Agreement shall be exclusively governed by the laws of England and Wales, and the Subscriber agrees to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any matter relating to this Agreement.

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