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Non-Disclosure Agreement (NDA)

Utility Server - User Confidentiality Agreement

⚠️ AUTOMATIC BINDING AGREEMENT

THIS AGREEMENT IS AUTOMATICALLY BINDING ON ALL USERS OF UTILITY SERVER SERVICES

By registering for, accessing, or using any Utility Server service (SPIDER, RHINO, MARLIN, Utility Client, or APIs), you automatically become bound by this Non-Disclosure Agreement. No separate signature or acceptance is required.

Provider: DNS Stack Private Limited (operating as Utility Server)
CIN: U62099UP2025PTC223463
Address: 2nd Floor, Kalkat Bhawan, Punjab Innovation Mission, Gmada Aerocity, SAS Nagar, Mohali, Punjab - 140306, India
Website: https://www.dnsstack.com

User: Every person or entity that registers for or uses Utility Server services

Effective Date: Upon your first use of Utility Server services

Corporate Formation Dates:

Important User Notice

âś… You are automatically bound by this NDA when you use Utility Server
âś… No signature required - your use constitutes acceptance
âś… We process only public data - with your explicit consent
âś… You consent to data processing when you onboard your website

Recitals

WHEREAS, Utility Server provides web performance optimization services including prerendering, caching, and image optimization;

WHEREAS, in connection with providing Services, Utility Server may access, process, or have exposure to your website content, configurations, and technical information;

WHEREAS, Utility Server processes only publicly available data from your website with your explicit consent when you onboard to our services;

WHEREAS, both parties desire to protect the confidentiality of such information;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 “Confidential Information”

Means any and all information exchanged between Utility Server and User in connection with the Services, whether orally, in writing, electronically, visually, or by any other means, that:

a) Is marked, designated, or identified as “Confidential,” “Proprietary,” or with a similar legend; or

b) Should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Important: Utility Server only processes publicly available data from your website. By onboarding to Utility Server services, you explicitly consent to our access and processing of your public website content for the purpose of providing optimization services.

1.2 Confidential Information Includes (But Is Not Limited To):

Business Information:

Technical Information:

Customer Information:

Intellectual Property:

Personnel Information:

1.3 Exclusions from Confidential Information

Confidential Information does NOT include information that:

a) Public Domain: Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party;

b) Prior Knowledge: Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;

c) Rightfully Received: Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;

d) Independently Developed: Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records;

e) Authorized Disclosure: Is disclosed with the prior written consent of the Disclosing Party.

2. Mutual Confidentiality Obligations

2.1 Your Obligations (As User)

By using Utility Server, you agree to:

a) Keep Confidential: Maintain confidentiality of any proprietary information you learn about Utility Server’s technology, algorithms, or business operations

b) No Disclosure: Not disclose Utility Server’s confidential information to unauthorized third parties

c) No Reverse Engineering: Not attempt to reverse engineer, decompile, or disassemble any Utility Server technology

d) Respect IP: Respect Utility Server’s intellectual property rights

2.2 Utility Server’s Obligations

Utility Server agrees to:

a) Process Only Public Data: Access and process ONLY publicly available content from your website

b) Explicit Consent: Process your data only with your explicit consent when you onboard

c) Confidentiality: Treat your website configurations, API keys, and account information as confidential

d) Security: Implement reasonable security measures to protect your information

e) No Unauthorized Use: Not use your data for any purpose beyond providing the Services

f) No Sale: Never sell or share your data with third parties for their marketing purposes

2.3 Data Processing Scope

What Utility Server Processes: âś… Publicly accessible website pages
âś… Public images and media files
âś… Public HTML, CSS, JavaScript
âś… Publicly available meta tags and structured data

What Utility Server Does NOT Process: ❌ Password-protected content
❌ User login credentials
❌ Private customer data from your website
❌ Payment information
❌ Personal identifiable information (PII) of your users
❌ Non-public database content

3. Permitted Disclosures

The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or other legal process, provided that the Receiving Party:

a) Promptly Notifies: Gives the Disclosing Party prompt written notice of such requirement (unless legally prohibited);

b) Cooperates: Reasonably cooperates with the Disclosing Party’s efforts to seek protective measures;

c) Limits Disclosure: Discloses only that portion of Confidential Information that is legally required;

d) Seeks Protection: Uses reasonable efforts to obtain confidential treatment for any Confidential Information disclosed.

3.2 Disclosing Party’s Remedies

Nothing in Section 3.1 limits the Disclosing Party’s right to:

4. Return or Destruction of Confidential Information

4.1 Obligation to Return or Destroy

Upon the earlier of:

The Receiving Party shall:

a) Return: Promptly return all Confidential Information in tangible form (including copies) to the Disclosing Party; OR

b) Destroy: Certify in writing that all Confidential Information (including copies) has been destroyed;

c) Delete: Permanently delete all electronic copies of Confidential Information.

4.2 Exceptions

The Receiving Party may retain:

4.3 Certification

Upon request, the Receiving Party shall provide written certification of compliance with this Section 4, signed by an authorized officer.

5. Intellectual Property Rights

5.1 No License Granted

This Agreement does NOT grant the Receiving Party:

All rights remain with the Disclosing Party.

5.2 Residual Knowledge

Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop or acquire products, services, or technologies that may be similar to those disclosed, provided that the Receiving Party does not violate its confidentiality obligations.

5.3 Feedback

Any feedback, suggestions, or ideas provided by the Receiving Party to the Disclosing Party about the Confidential Information may be used by the Disclosing Party without obligation or compensation.

6. No Obligation to Disclose

6.1 Voluntary Disclosure

Nothing in this Agreement obligates either party to:

6.2 No Representation or Warranty

The Disclosing Party makes NO representation or warranty regarding:

CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”

7. Term and Termination

7.1 Term

This Agreement shall commence on the Effective Date and continue for:

7.2 Termination

Either party may terminate this Agreement:

7.3 Survival of Obligations

Upon termination or expiration of this Agreement:

a) Confidentiality Obligations: Continue for five (5) years after the last disclosure of Confidential Information;

b) Return/Destruction: Obligation to return or destroy remains in effect;

c) Other Provisions: Sections relating to remedies, limitations, and general provisions survive indefinitely.

7.4 Trade Secrets

Notwithstanding the above, obligations with respect to information constituting trade secrets under applicable law shall continue for as long as such information remains a trade secret.

8. Remedies

8.1 Acknowledgment of Irreparable Harm

The Receiving Party acknowledges and agrees that:

8.2 Injunctive Relief

In the event of actual or threatened breach, the Disclosing Party shall be entitled to:

All WITHOUT the requirement to post a bond or prove inadequacy of legal remedies.

Equitable relief is in addition to, not in lieu of:

8.4 No Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce such provision or any other provision.

9. Representations and Warranties

9.1 Authority

Each party represents and warrants that:

9.2 Compliance with Laws

Each party represents and warrants that:

9.3 Ownership

The Disclosing Party represents and warrants that:

10. Limitations and Disclaimers

10.1 No Partnership

This Agreement does NOT:

10.2 No Guarantee of Transaction

This Agreement does NOT:

10.3 AS-IS Disclaimer

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. General Provisions

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

11.2 Jurisdiction and Venue

The parties consent to the exclusive jurisdiction of the courts located in Mohali, SAS Nagar, Punjab, India for any disputes arising under this Agreement.

11.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior or contemporaneous agreements, whether written or oral.

11.4 Amendments

No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

11.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable:

11.6 Waiver

No waiver of any provision shall be effective unless in writing and signed by the waiving party. Waiver of one breach does not constitute waiver of any other breach.

11.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

11.8 Electronic Signatures

Electronic signatures and electronically delivered copies shall have the same force and effect as original signatures and paper copies.

11.9 Notices

All notices under this Agreement shall be in writing and delivered to:

For DNS Stack Private Limited (Utility Server):

DNS Stack Private Limited
Legal Department - Utility Server
2nd Floor, Kalkat Bhawan, Punjab Innovation Mission, Gmada Aerocity
SAS Nagar, Mohali, Punjab - 140306
India
Email: [email protected]
Website: https://www.dnsstack.com

For Receiving Party:

[Name]
[Title]
[Company]
[Address]
[Email]

Notices are deemed delivered:

11.10 Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except:

Provided that the assignee agrees in writing to be bound by this Agreement.

11.11 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

11.12 Expenses

Each party shall bear its own expenses incurred in connection with this Agreement and the Purpose.

11.13 Language

This Agreement is executed in English. Any translation is for convenience only. In case of conflict, the English version controls.

11.14 Interpretation

12. Special Provisions (If Applicable)

12.1 Export Control

The parties acknowledge that certain Confidential Information may be subject to export control laws. Each party agrees to comply with all applicable export control regulations.

12.2 Data Privacy

If Confidential Information includes personal data:

12.3 Government Contracts

If either party is a government contractor, special provisions regarding government rights in Confidential Information may apply and should be addressed in an addendum.

13. How This Agreement Becomes Binding

13.1 Automatic and Immediate Binding

⚠️ NO SIGNATURE REQUIRED - YOU ARE AUTOMATICALLY BOUND BY THIS NDA

This NDA automatically becomes binding on you when you:

Your use = Your acceptance. It’s that simple.

13.2 What You Acknowledge

By using Utility Server, you automatically acknowledge and agree that:

  1. âś… You have read and understood this NDA
  2. âś… You accept all terms and conditions herein
  3. âś… You explicitly consent to Utility Server processing your publicly available website content
  4. âś… You understand we process ONLY public data
  5. ✅ You agree to maintain confidentiality of Utility Server’s proprietary information
  6. âś… This NDA is legally binding on you
  7. âś… You have authority to agree to this NDA (if acting for a company)

13.3 No Separate Acceptance Needed

13.4 Effective Immediately

Provider: DNS Stack Private Limited (Utility Server)
CIN: U62099UP2025PTC223463
Address: 2nd Floor, Kalkat Bhawan, Punjab Innovation Mission, Gmada Aerocity, SAS Nagar, Mohali, Punjab - 140306, India

User: You (when you use any Utility Server service)

Effective Date: The moment you first use Utility Server services

Binding On: All users - current and future

14. Questions About This NDA

If you have questions about this confidentiality agreement:

Email: [email protected]
Website: https://www.dnsstack.com
Address: 2nd Floor, Kalkat Bhawan, Punjab Innovation Mission, Gmada Aerocity, SAS Nagar, Mohali, Punjab - 140306, India

If you don’t agree: Simply don’t use Utility Server services.

Legal Department
Email: [email protected]
Phone: [Insert Phone Number]

For execution of this NDA, please contact:
Email: [email protected]

This Non-Disclosure Agreement template is provided by Utility Server. Legal counsel should review before execution.

© 2024-2025 DNS Stack Private Limited. All rights reserved. Utility Server is a product of DNS Stack Private Limited.