The safety and well-being of our customers and staff is our number one priority along with enabling continuity for your business during these uncertain times.
It is important to note that we do not anticipate any issues or disruption with the services we provide and we do have a fully tested plan we are putting into place to enable our staff to work from home.
There will be no change to how you can get in touch with us via phone, email or our reporting software however our offices will remain closed to the public.
Thank you for your understanding.
This privacy statement governs the manner in which Proweb (UK) Ltd (or "Proweb" or "We") collects, uses, maintains and discloses information collected from members in provisioning web services including domain name registration, basic dns services, geo trust certificates, and other related internet services. Proweb reserves the right to change this Privacy Statement and its policies prospectively at any time, subject to applicable laws and regulations, by posting notice of such changes on its web sites.
Proweb will only process Personal Data where we have a legal basis to do so. The legal basis will depend upon the reason we collected and the needs to use the Personal Data. Under UK and EU data protection legislation in almost all cases the legal basis will be because:
Processing of the Personal Data is necessary to perform the contract to fulfil your request for services;
Processing of the Personal Data is necessary to support the creation of a contract with you as a new Reseller;
It is in Proweb’s legitimate interests as a provider of cloud services to process the Personal Data to operate and improve the Proweb Cloud Market and associated services;
Proweb processes the Personal Data to comply with a legal obligation;
You have consented to Proweb using the Personal Data for a particular purpose
If processing of your Personal Data is subject to any other laws then the basis of processing your data may be different to that set out above and may in those circumstances be based on your consent in all cases.
Proweb may collect personally identifiable information from members in a variety of ways, including online and offline subscription and order forms, paper or telephone submissions, and other instances where members are invited to volunteer such information. Additionally, contact information may be collected during any correspondence relating to member support, as well as in connection with products and services offered on Proweb sites. We collect your name, business name and type, address, phone number, email address and billing information. We only use your name, address and billing information to process your order and for customer support, required notifications, product and policy updates. Under no circumstances will we use this information for anything else not described in this privacy notice.
Proweb will keep your Personal Data only for a long as we need it for the purpose it is being processed for. For example, if you subscribe for services, we will keep your Personal Data as long as you are an active subscriber to that service, and after that for a period which enables us to handle or respond to any complaints, queries or concerns relating to the service. We will also keep Personal Data as required to comply with any legal obligation.
We will actively review the Personal Data we hold and delete it securely, or in some cases anonymise it, when there is no legal, business or customer need to retain it.
Whenever members apply for services or sign up for any other product or service through Proweb, we require financial information such as a billing details before we will process that application. We will not sell, share or rent any financial information collected except as disclosed in this policy or as necessary to fulfil orders. All credit card transactions are processed by a third party PCI compliant payment processor.
IP addresses are collected from all visitors to the Proweb Site. IP addresses are used to administer the daily operations of our site, to help diagnose problems with our servers, and to help prevent fraud.
We make diligent efforts to maintain accurate information on our members. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Proweb has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect. Each new member email address is verified prior to receiving authorized passwords. ICANN mandated WhoIs verification notices are sent out annually for review to ensure accuracy.
Proweb has put stringent security procedures in place to protect information collected about our members. We constantly monitor our systems, which are protected using industry-standard security measures. Secure Sockets Layer ("SSL") connections are used to communicate to our system to protect Member financial information as well as encrypting vital information that members input through Proweb's web sites. However, Proweb cannot guarantee that the information submitted to, maintained on, or transmitted from our systems will be completely secure.
Member's may access all personal identifiable information that we collect and maintain by logging into their member account or contacting the customer support department, email@example.com. To protect privacy and security, Proweb reserves the right to take reasonable steps to verify Member identity prior to granting access or processing changes or corrections.
Proweb may use "cookie" technology in order to enhance our Members' online experience and for authentication purposes, associating them with your personally identifiable information. They are also used for measuring certain traffic patterns, and to preclude you from having to re-enter your user handle or password during multiple visits to the site. Additionally, cookies can track your progress in online promotions so you receive coupons that may be available to you. Cookies may also be used by advertising service vendors that place ads on our site and to authenticate access to additional services provided by Proweb at other web sites. Web browsers may be set to disable cookies, but please note that certain Proweb services may not function correctly if cookies are not enabled.
Proweb will not market services offered by Proweb and its trusted affiliates, business partners, and independent contractors without your prior express consent. We may use anonymous information collected through our Web site for research regarding the effectiveness of the Web site and related marketing, advertising and sales efforts. Information will only be made publicly available where mandated by governing agencies or as disclosed in the terms and conditions of our agreements with members. We will not post any testimonials or comments made by our members without their explicit permission.
Electronic communications may be sent by Proweb using members' personal contact information to inform them of services announcements and upgrades in order to fulfil our service obligations.
Information collected from Members will not be disclosed to independent contractors or business partners except in order to fulfil a specific service obligation. Proweb may disclose aggregated anonymous data based on information collected from Members to investors and partners. Additionally, domain names registered through Proweb will have certain information forwarded to the appropriate registry for the proper administration. In the event of the sale of Proweb's business, collected Member's information may be transferred along with the sale.
Information which you provide may be transferred to countries which do not have data protection laws equivalent to those in force in the European Economic Area.
We will only transfer Personal Data when satisfactory safeguards are in place.
You have the right to:
1. Request confirmation whether we hold your Personal Data and, if so, to access that Personal Data.
We will inform you of: the purposes for which the Personal Data is processed; the categories of the Personal Data processed; whether your Personal Data has been disclosed and the categories of recipient of the disclosure; whether your Personal Data has been transferred to another country or international organisation; the expected period for which the Personal Data will be stored. If we did not obtain the Personal Data directly from you, we will also inform you of the source.
We may withhold such Personal Data to the extent permitted by law.
2. Request correction of the Personal Data we hold.
3. Request erasure of your Personal Data, subject to any legal obligation to which we are subject or where the processing of the Personal Data is for the establishment, exercise or defence of legal claims. We will accept your request for erasure where we have a legal obligation so to do, acceptance of such a request is otherwise at our discretion. Please be aware that the erasure of your Personal Data may affect our ability to provide the website and the services associated with it to you and in some cases our acceptance of an erasure request may require your account to be closed.
4. Restrict processing of your Personal Data where you contest the accuracy of the Personal Data we hold, consider our processing to be unlawful, consider that we no longer need the Personal Data but it is required by you in relation to a legal claim or where you have objected to our processing in accordance with your legal rights, provided in each case that we shall only be required to apply such restriction where we have a legal obligation to do so and until the issue giving rise to the restriction is resolved.
5. Withdraw any consent that you have previously given to our processing of your Personal Data.
6. Receive the Personal Data you have provided to us in a structured, commonly used and readable format, where the processing is carried out by automated means.
We may withhold such Personal Data if it adversely affects the rights and freedoms of others.
7. Object to the processing of your Personal Data, for example the use of your Personal Data for direct marketing purposes.
We will never knowingly collect Personal Information from minors (children under 16 years of age, or any other age defined under applicable law). If we become aware that a minor is attempting to or has submitted Personal Information via this Site, we will notify the user that we will not accept his or her Personal Information. We will then remove any such Personal Information from our records.
Please let us know if the Personal Data which we hold about you needs to be corrected or updated. Failure to inform us of a change to your Personal Data may result in the suspension, or withdrawal, of your subscribed services.
("ICANN"), the Internet Corporation for Assigned Names and Numbers, the organization which assumes responsibility for domain name allocation, requires accredited registrars to collect certain information about Members during the domain name registration process. This information includes Registrant's full name, mailing address, phone number, email address, and, where provided, facsimile number. This collected information may be used, for example, to communicate when necessary with respect to transactions conducted through the Site. Additionally, contact information may be collected during any correspondence relating to customer support, as well as in connection with products and services offered on the Site.
Certain additional non-personal types of information are collected and stored whenever Members interact with us. This information is collected to better develop and offer those products and services which are most desired within our industry. For example, our servers track the page to which Members link from Proweb and the type of Web browser used. No personally identifiable information will be linked to this aggregated information, which may be shared with partners, market researchers and other third parties on an aggregate, non-personally identifiable basis.
ICANN requires Proweb as an accredited ICANN Registrar to make certain information, collected in connection with the registration of a domain name, available to the public. This information is made public via an interactive Web page and a "port 43" WHOIS service. This information includes
(i) the Registrant's full name and those of its Administrative Contact and Technical Contact,
(ii) their mailing addresses, phone numbers, email addresses, and, where provided, facsimile numbers;
(iii) creation and expiration dates of domain name registrations; and
(iv) nameserver information associated with these domain names. This information is referred to collectively as "WHOIS Information." Please note this is publicly available information and Proweb may not be able to control how members of the public may use the WHOIS Information.
ICANN requires Proweb to make whois information available to third parties who enter into a bulk WHOIS data access agreement with Proweb. Whois information is all made available to the public through the "port 43" WHOIS service described above.
Account and other personal information may be released when we are required to do so by law, court order, law enforcement authority or regulatory agency, including ICANN.
We strongly recommend that Members review the privacy statement and policies of any online service prior to submitting personal information. Proweb has no control over and is not responsible for the gathering practices of other Web sites, including those to which we may link and those which may link to us.
To better protect member privacy we closely monitor our privacy practices and privacy statements through in-house automated and manual procedures. For further protection there are independent recourse mechanisms available to investigate and resolve complaints, such as those provided by BBB Online or ICANN.
Questions and concerns about privacy at Proweb should be directed to: firstname.lastname@example.org.
Revisions or Changes: Regardless of later updates or changes to our privacy notice, we will never use the information you submit under our current privacy notice in a new way without first providing you an opportunity to opt-out or otherwise prevent that use.
Proweb (UK) Ltd
Attention: Data Protection Officer
St James Business Park
Radcliffe on Trent
"Proweb" means Proweb (UK) Ltd whose registered office is at St James Business Park, Radcliffe on Trent, Nottingham, NG12 2JP.
"Customer" means the person who places the Order and uses the Services.
"Telephone Line" means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to Proweb.
"Agreement" means these Terms, together with the order form.
"BT" means British Telecommunications plc.
"Installation date" means the date when ADSL service is installed in the site.
"Consumer" means a person who enters into a contract other than in the course of a business
"Customer Equipment" means apparatus belonging to the Customer not forming part of the Proweb Equipment but which may be connected to the Proweb Equipment.
"Order Form" means the Proweb application form, written customer order or e-mailed customer order.
"Proweb Price List" means the Proweb Price List in force from time to time and available on the Proweb Website at www.proweb.net.
"Proweb Equipment" means any apparatus or equipment provided by Proweb or any third party to the Customer at the Site to enable provision of the Service under this Agreement.
"Site" means the Customer Site where the Service is to be received.
"Service" means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL services at the Site and the provision of telecommunication services over such circuit.
This Agreement will commence on the Commencement Date and shall continue for an initial period of 12 (twelve) months and will automatically renew subject to termination under Clauses 12.
3.1 Proweb shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement. The Customer acknowledges that it is technically impracticable to provide a fault free Service and Proweb does not undertake to do so.
3.2 The provision of the Service to the Customer will be subject to the characteristics of the Customers Access Connection and BT may determine that it is not possible to supply the Service over the Customers Access Connection. Where this is the case, Proweb will immediately terminate this Agreement, Proweb will not be liable to the Customer for such termination.
3.3 The Customer acknowledges that during the installation of the Proweb Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation Proweb will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to Proweb.
3.4 Occasionally Proweb and/or BT may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances where possible Proweb will give notice to the Customer of any such interruption however, the Customer shall have no claim against Proweb for any such interruption.
3.5 Except as otherwise expressly permitted under this Agreement, the Customer may not:
· modify the Service without Proweb's prior written consent;
· redistribute, copy or u se the Service, or transfer rights to the use of the Service to any third party;
· disclose details of the Service, to any third party without Proweb's prior written consent;
· use the Service except in conjunction with Proweb's recommended operating g uidelines;
3.6 Proweb shall use its reasonable endeavours to comply with the Customer's reasonable requests in respect of installation but Proweb or BTs decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Proweb Equipment shall be final and binding.
3.7 Proweb shall use all reasonable endeavours to provide and install or procure the provision and installation of the Proweb Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by Proweb. Any installation date is an estimate only and Proweb shall not be liable for any failure to meet such installation date.
3.8 Installation of the Service may be subject to a survey carried out by Proweb or BT and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory.
4.1 The Customer must not use the Service:
· in a way that does not comply with the terms of any legislation or any license applicable to the Customer or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
· in connection with the carrying out of a fraud or crim inal offence against Proweb, or any other public telecommunications operator;
· to send, knowingly receive, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of any copyright, confidence, privacy or any other rights;
· to send or procure the sending of any unsolicited advertising or promotional material other than in the case of the Customer to its own customers;
· in a way that does not comply with any instructions Proweb or BT has given; or
· in a way that in Proweb's reasonable opinion could materially affect the quality of any service, including the Service, provided by Proweb or BT.
4.2 Proweb will be entitled to suspend the Service or terminate the Agreement where Proweb, in its absolute discretion, believes the Customer is in breach of any provisions of Clause 4.1.
4.3 The Customer acknowledges and accepts the following technical limits relating to the Service:
· transmission performance of some metallic local loops will means it is technically impracticable to provide Service to all Customers within the Service Availability Area;
· currently, until such time as Proweb advises otherwise, the Service cannot be provided over the same Access Connection as certain other telecomm unications services as listed on the Proweb Website.
· the Service is not available to Sites where all or part of the Access Connection is provided over fibre optic cable or radio systems.
· that the Service may also affect the performance of some PSTN customer premises equipment.
· that some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances the Service for some individuals may need to be withdrawn.
Persistent heavy users of the service, who in Proweb's reasonable opinion could be seen to be over-using their contended service, may at Proweb's discretion find their available bandwidth restricted at certain times of the day or a charge made to reflect the bandwidth used if continually within breach of the terms.
Unmanaged L2TP (Standard based charging)
Data Transfer: 50GB per month
Move to PAYG platform where available.
Move into restricted daytime context*
Move to SDSL where available.
Data Transfer Above: 100GB per month
Pay for the additional bandwidth used
Move to PAYG platform where available
Move into restricted all hours context**
Move to SDSL where available.
Pay for the additional bandwidth used
*Restricted Daytime Context
Contended 50:1 during business hours 0800 - 1800.
No restrictions outside of these hours.
Any user exceeding the 100GB limit will be put into the restricted all hours context**
**Restriced all hours context
Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site. Non business traffic users will have to remain in the restricted daytime context or a charge can be made to reflect the bandwidth used if continually within breach of the terms..
Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site or a charge can be made to reflect the bandwidth used if continually within breach of the terms.
Please email email@example.com to register an appeal against our decision.
Proweb Direct or Reseller
Data Transfer: 50GB per month
Move to SDSL where available
Move into restricted daytime context*
Data Transfer Above: 100GB per month
Move into restricted all hours context**
Move to SDSL where available
*Restricted Daytime Context
Contended 50:1 during business hours 0800 - 1800.
No restrictions outside of these hours.
Any user exceeding the 100GB limit will be put into the restricted all hours context**
**Restriced all hours context
Contended 50:1 24/7/365.
50GB Exceeders: Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site. Non business traffic users will have to remain in the restricted daytime context or a charge can be made to reflect the bandwidth used if continually within breach of the terms.
100GB Exceeders: Business cases where one line is part of a multi site VPN or similar will be considered, traffic profiles and type will be taken into consideration. The data transfer of the combination of sites must not exceed 50GB per site or a charge can be made to reflect the bandwidth used if continually within breach of the terms.
Please email firstname.lastname@example.org to register an appeal against our decision.
4.4 In the circumstances referred to in Clause 4.3 Proweb will have no liability to the Customer relating to the provision of the Service (or Proweb's inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service.
4.5 The Customer will co-operate with Proweb's reasonable requests for information regarding the Customer use of the Service and supply such information without delay.
5.1 The charges for the Service will be calculated in accordance with the Proweb Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, Proweb.
5.2 The Customer will pay the charges within 30 days of the date of Proweb's invoice. Proweb may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of Barclays Bank Plc.
5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.
5.4 Proweb may also make an additional charge (on the basis of additional charges detailed in the Proweb Price List), on its own behalf or on behalf of a BT in the following circumstances: -
· an abortive visit charge may be incurred where incorrect information supplied by the Customer means it is technically impractical to provide the Service over the Customers Access Connection;
· where it is necessary to relocate the existing telephone master socket to p rovide the Service;
· where Proweb or BT are unable to gain access to the Site to carry out installation of the Service or the installation is aborted an abortive visit charge may be payable;
· where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;
· where Proweb or BT provide the support to the Customer outside its normal support times in supply of the Service;
· where a fault relates to equipment other than the supplied Equipment.
6. Customer Obligations
6.1 To allow the installation and use of the Proweb Equipment at the Site, the Customer will at the Customer's own expense:
· obtain all necessary consents, in cluding consents for any necessary alterations to buildings;
· take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, as Proweb or BT advises are necessary, and carry out afterwards any making good or decorator's work required; and
· provide any electricity and connection points required by Proweb or BT.
The criteria above must be completed in advance of any installation work.
6.2 The Proweb Equipment shall remain the property of Proweb or the supplier of such equipment (including BT) and the Customer shall at all times make clear to third parties that the same is the property of Proweb or a third party supplier of such equipment. Proweb may modify, substitute, renew or add to the Proweb Equipment from time to time at its absolute discretion.
6.3 Proweb shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the Proweb Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the Proweb Equipment and all necessary electrical and other installations and fittings.
6.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Proweb Equipment at such points and with such connections as specified by Proweb. Unless otherwise agreed, this power supply is to be provided by the Customer. Proweb shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.
6.5 The Customer is responsible for the Proweb Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by Proweb) to do so. The Customer will be liable to Proweb for any loss of or damage to the Proweb Equipment, except where such loss or damage is due to fair wear and tear or is caused by Proweb, or anyone acting on Proweb's behalf.
6.6 Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.
6.7 To enable Proweb to carry out its obligations under this Agreement, the Customer will at all reasonable times provide Proweb employees, and anyone acting on Proweb's behalf including BT, who produces a valid identity card, with access to any Site and any other premises outside of Proweb's control. Proweb will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. Proweb may agree to work outside its usual working hours, but the Customer must pay Proweb's additional charges for doing so as detailed in Clauses and the Proweb Price List.
6.8 If through no fault of Proweb, Proweb is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, Proweb will notify the Customer Nominated Contact and may raise an abortive visit charge.
6.9 The Customer hereby irrevocably gives permission to Proweb or BT and its employees, agents or contractors to:
· execute any works on the Premises for, or in connection with, the installation, maintenance, or removal of the Proweb Equipment;
· keep and o perate telecommunication apparatus installed on, under or over the Premises;
· enter the Premises to inspect any telecommunication apparatus kept on, the Site or elsewhere for the purposes of providing the Service.
Where this Agreement or the Service is terminated for any reason Proweb or BT will be entitled to enter the Site to remove Proweb Equipment installed there.
6.10 The Customer undertakes: -
· to comply with all instructions Proweb may notify to the Customer for use of the Proweb Equipment;.
· not to allow the Proweb Equipment to be repaired or maintained other than by an authorised representative of Proweb;
· not to damage the Proweb Equipment and not to add modify or in any way interfere with the performance of the Proweb Equipment;
· not to attempt to sell the Proweb Equipment;
· not to remove any identification mark affixed to the Proweb Equipment showing that it is the property of Proweb or other third party supplier of such equipment.
6.11 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.
7. Support of the Service
Technical support for the Service is available by telephoning 01159 110 501 or by sending e-mail to email@example.com. Technical support is available during normal Proweb office hours.
8. Intellectual Property Rights
8.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service.
8.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of Proweb or Proweb's licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement.
8.3 The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardize, limit or interfere in any manner with Proweb's (or any third party suppliers') title, interests or rights with respect to the Service, including but not limited to, using Proweb's or BTs trademarks or trade name.
8.4 Where software is provided to enable the Customer or to use the Service, Proweb grants the Customer, for the duration of this Agreement, a non-exclusive, non-transferable license to use the software for that purpose.
9.1 The service will be provided without warranty or representation of any kind, whether express or implied Proweb disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.
10. Limitation of Liability
10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
10.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for:
· any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
· any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.
10.3 Subject to clauses 10.1 and 10.2 Proweb's liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.
10.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
10.5 The Customer indemnifies Proweb and its suppliers including any BT against any claims or damages arising from the Customers access to or use of the Service and any information, data or material produced, transmitted or downloaded on the Service.
11. Force Majeure
11.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party's reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party's employees), or acts of local or central Government or other competent authorities or events beyond the reasonable control of that party's suppliers, the party will have no liability to the other for that failure to perform.
11.2 If any of the events detailed in paragraph 11.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.
12.1 The Customer may terminate this agreement after the initial term by giving 30 days written notice to Proweb.
12.2 Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other:
· commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so;
· commits a material breach of this Contract which cannot be remedied;
· is repeatedly in breach of this Contract; or
· Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.
12.3 If any of the events detailed in 12.2 occur as a result of Customer default, Proweb may suspend the Service without prejudice to its right to terminate this Contract. Where the Service is suspended under this paragraph 12.3 the Customer must pay the charges for the Service until this Contract is terminated.
12.4 Proweb may terminate this Agreement immediately upon written notice to the Customer if:
· Proweb is informed by BT supporting the Service that BT is required to cease the Service by a competent regulatory authority; or
· BT supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to Proweb for the Service beyond the reasonable control of Proweb;
· the Customer fails to comply with any of the material terms or conditions of the Agre ement and the Customer does not remedy such failure within 15 days of a request to do so.
12.5 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.
12.6 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.
12.7 Termination Charges. Termination of services which does not result from a migration will be charged at the prevailing rate; as published in our price or list from time to time or available upon request.
13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisers, or in the case of Proweb the employees of a Proweb Group Company or their suppliers, who need to know the information).
13.2 This Clause 13.1 will not apply to:
· any information, which has been, published other than through a breach of this Agreement;
· information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
· information obtained from a third party who is free to disclose it; and
· information, which a party is, requested to disclose and, if it did not, would be required by law to do so.
13.3 This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement.
14. Data Protection
14.1 Proweb and the Customer each agree to comply with their respective obligations under applicable data protection legislation and maintain all relevant registrations, including (in relation to the Customer) such registrations and consents as the Customer should obtain and maintain to enable Proweb to process personal data in connection with the performance by Proweb of its obligations under this Contract.
14.2 The Customer agrees that Proweb may put their name and other details obtained from the Order Form into a computerized directory for internal use and to enable Proweb to provide the Service.
14.3 Rights of subject access will be in accordance with the Data Protection Act 1998 and upon request in writing and payment of the appropriate fee.
Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply.
16.1 Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:
16.1.1 To Proweb at the address of the Proweb office shown on the Order Form or any alternative address which Proweb notifies to the Customer;
16.1.2 To the Customer at the address to which the Customer asks Proweb to send invoices, the address of the Customer's premises, or, if the Customer is a limited company, its registered office.
17. General Provisions
17.1 The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.
17.2 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
17.3 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
17.4 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
17.5 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.
17.6 The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of Proweb.
17.7 The headings to the sections of this Agreement are for convenience only.
The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.
1.1 These Conditions are the only terms and conditions on which ProWeb (UK) Limited (“the Supplier”) is prepared to supply Internet services (“Services”) to is Customer and these Conditions shall apply to the exclusion of any other express or implied conditions, including any terms and conditions to which the order of the Customer may purport to be subject
1.2 No variation or addition to these Conditions shall be binding upon the Supplier unless agreed in writing between a director of the Supplier and the Customer or, where the Customer is not an individual, a duly authorised representative of the Customer
1.3 Subject to any variation in accordance with clause 1.2, these Conditions (together with the matters referred to on the face of the Supplier’s standard order form submitted by the Customer and accepted by the Supplier) embody the entire understanding of the parties and override any prior promises, undertakings or representation including any such statements concerning the Services, by employees or agents of the Supplier
1.4 In these Conditions, “Contract” means the contract for the provision of the Services by the Supplier to the Customer
2.1 The Customer shall pay the registration, set-up, monthly fees and other charges for the Services as stated on the Supplier’s list of charges last published before the date on which the Customer’s order for the Services is accepted.
2.2 The Supplier reserves the right at any time to increase the charges payable for the Services or to vary the Services upon not less than 30 days’ written notice to the Customer such notice to expire at the end of one of the Customer’s quarterly or annual payment periods as referred to at clause 3 below
2.3 The charges are exclusive of any application Value Added Tax or any other taxes, levies or duties which will be added or charged on invoices at the appropriate rates
3.1 All charges are payable quarterly or annually in advance by credit card or direct debit. An invoice will be rendered to the Customer following acceptance of the Customer’s initial order and no Services will be provided until payment of that invoice has been received by the Supplier. Invoices for subsequent quarters or years shall be paid by the Customer on or before expiry of the preceding quarter or year (“the due date”)
3.2 If the Customer fails to make any payment by the due date, then, without prejudice to any other right or remedy available, the Supplier shall be entitled in its sole discretion to:-
3.2.1 suspend the provision of the Services to the Customer;
3.2.2 charge interest (both before and after any judgment) on a day to day basis at the rate of 4% above the base lending rate of National Westminster Bank plc from time to time until payment;
3.2.3 determine the Contract
4.1 The Services comprise a facility shared by the Customer with other customers of the Supplier. The Supplier cannot accordingly guarantee access to the Services at all times. It also reserves the right to disconnect the Customer from the Services if the Customer has been logged in for a period of more than 30 minutes and disconnection is necessary in order to allow other customers reasonable access to the Services.
4.2 The Customer shall not allow any simultaneous access to the Services using the same log-in and shall not allow use of an e-mail address by anyone other than the specific individual, company, division, department or other entity for which it was provided.
4.3 The Customer undertakes to use the Services for lawful purposes only and in accordance with any terms and conditions applicable to any third party services accessed through use of the Services and agrees, without prejudice to the generality of the foregoing, not to use the Services in order to transmit or receive any material that:-
4.3.1. is obscene, blasphemous or defamatory;
4.3.2 infringes the intellectual property rights (including without limitation, copyright, moral rights and rights in confidential information) of any third party
4.4 The Customer acknowledges that, whatever assistance may be given by the Supplier in the production of the Customer’s “home pages”, the content of those pages remains entirely the responsibility of the Customer. The customer accordingly undertakes to ensure that such pages will not contain any material of the type referred to at clauses 4.3.1 or 4.3.2 above.
4.5 The Customer agrees to indemnify and keep indemnified the Supplier against all losses and all actions, claims, proceedings, costs and damages (including any damages or compensation paid by the Supplier arising out of the Customer’s use of the Services or any Communications Software (as defined at clause 7 below) provided by the Supplier or out of any breach by the Customer of its undertaking at clause 4.4 above. The Customer further agrees promptly to notify the Supplier of any such claim, to give all such assistance as the Supplier may reasonably require in order to defend the same and promptly to cease the activity which is the subject of such a claim, if so requested by the Supplier.
4.6 The Customer is responsible for and must provide all telephone and other equipment and services in order to obtain access to the Services.
4.7 The Customer undertakes to keep its password secret and secure. Should it fail to do so and a third party gain access therefore, the Customer shall indemnify the Supplier against the third party’s use of the Services in accordance with the terms of clause 4.5 above.
4.8 Except as expressly permitted in writing by the Supplier, the Customer may not reproduce, redistribute, retransmit, publish or otherwise transfer or commercially exploit any information, software, or other material received through use of the Services.
4.9 The Customer must not participate in any form of unsolicited bulk e-mailing or Spam. Spam is defined as "e-mail sent to addresses that do not affirmatively and verifiably request such material from that specific sender that includes advertisements or solicitations, commercial or otherwise, regardless of content." Without exception, the Supplier prohibits the practice spam of any type, regardless of content, and will take action to prevent this practice. The Supplier reserves the right to terminate accounts and disallow further service without notice. Spam sent from other networks which reference e-mail accounts or web sites hosted by the Supplier shall be treated as if they originated from the account referenced, unless there is sufficient reason given for the Supplier to believe that the message truly originated with some unrelated party.
5.1 THE CUSTOMER ACKNOWLEDGES THAT THE SUPPLIER HAS NO CONTROL OVER THE OWNERSHIP, QUALITY OR DECENCY OF MATERIAL ACCESSED THROUGH THE INTERNET. THE CUSTOMER ACCORDINGLY AGREES THAT ITS USE OF THE SERVICES SHALL BE AT ITS SOLE RISK AND EXPENSE AND ACKNOWLEDGES THAT THE SUPPLIER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE RESULTS TO BE OBTAINED FROM USING THE SERVICES OR AS TO THE OWNERSHIP, QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF MATERIAL ACCESSED THROUGH USE OF THE SERVICES
5.2 THE SUPPLIER AGREES TO PROVIDE THE SERVICES WITH REASONABLE CARE AND SKILL AND TO ENDEAVOUR TO MAKE AVAILABLE THE SERVICES THROUGHOUT THE PERIOD OF THE CONTRACT. THE SUPPLIER DOES NOT, HOWEVER, WARRANT THAT ITS PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
5.3 SUBJECT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW
6.1 THE SUPPLIER SHALL BE UNDER NO LIABILITY (EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THE SUPPLIER):-
6.2 FOR ANY LOSS OR DAMAGE (WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL) SUSTAINED OR INCURRED BY THE CUSTOMER AS A RESULT OF ITS ACCESSING OF THE INTERNET OR ITS RECEIPT OR USE OF ANY MATERIAL CONTAINED ON THE INTERNET;
6.3 FOR ANY LOSS OF PROFITS OR GOODWILL OR ANY TYPE OF INDIRECT OR CONSEQUENTIAL LOSS EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR HAD BEEN ADVISED TO THE SUPPLIER AS A POSSIBILITY (AND WHETHER CAUSED BY THE NEGLIGENCE OF THE SUPPLIER, ITS EMPLOYEES OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF SERVICES OR FAILURE BY THE SUPPLIER TO PROVIDE THE SERVICES
6.4 IN AN AMOUNT IN EXCESS OF THE TOTAL CHARGES PAID BY THE CUSTOMER FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CUSTOMER’S CLAIM AGAINST THE SUPPLIER.
7.1 The Supplier may provide the Customer with or allow the Customer access to third party communications software (“Communications Software”) which is freeware, shareware, or demonstration software. No charges is made in respect of the provision of Communications Software and the Supplier does not purport to grant to the Customer any right to use or any other rights in respect of the same. There is no obligation upon the Customer to use Communications Software provided by the Supplier in order to access the Services.
7.2 Any Communications Software provided by the Supplier is used by the Customer entirely at its own risk and expense and the Supplier makes no warranties or representations and will accept no liability in respect thereof. (The Supplier will, however; provide free of charge a further copy of any such Communications Software if a defect due to faulty materials or workmanship occurs in the disk upon which it was originally supplied by the Supplier during a period of 90 days from the date of such supply.) The Customer undertakes to use such Communications Software strictly in accordance with the terms of the licence granted by the relevant third party including, without limitation, any terms relating to the payment of fees.
If the Customer is, at any time, in material breach of this Agreement, the Supplier may forthwith by written notice to the Customer (and without prejudice to its other rights and remedies) suspend the provision of any or all of the Services to the Customer for the period during which the breach continues.
9.1 The Contract shall continue until terminated by either the Supplier or the Customer giving at least 30 days’ written notice to the other, such notice to expire at the end of one of the Customer’s quarterly or annual payment periods as referred to at clause 3 above.
9.1.1 The Supplier may agree to waiver the 30 day notice period where the Client may pay an administration charge set out at the time of cancellation.
9.2 The Supplier may terminate the Contract by notice in writing to the Customer:-
9.2.1 in the circumstances referred to at clause 3.2 above; or
9.2.2 if the Customer commits any other material breach of this Agreement provided that, if the breach is capable of remedy, the notice shall only be given if the Customer shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
9.2.3 the Customer being a company shall pass a resolution (or suffer an order of the Court to be made) for its winding up, or if a Receiver or an Administrator shall be appointed, or if a petition for the appointment of an Administrator shall be presented in respect of it, or being an individual or partnership shall suspend payment or propose to enter into any composition with creditors or become unable to pay its debts (or have no reasonable prospect of so doing) or suffer a bankruptcy order.
10.1 All Intellectual Property created or developed during the supply of The Services will remain the property of The Supplier.
10.2 On payment in full for The Services to be paid under the relevant Schedule of Services, the Customer will be granted a non-exclusive and non-transferable, royalty-free licence to use the product or The Services and any associated documentation in accordance with these terms and conditions. The Supplier will be entitled to terminate the licence forthwith, should the Customer breach the terms of this Agreement, the Schedule of Services and/or any licence granted hereunder. No sub-licences may be granted without The Supplier's prior written consent.
10.3 For the avoidance of doubt the intellectual property rights that are used in the schedule of services are to deemed to Confidential, this is to include all code developed in the bespoke software defined in the schedule of services.
10.4 The Supplier will defend, at its own expense, any legal action brought against the Customer to the extent that it is based on a claim that The Services or any Bespoke Software (or any part thereof), when used in accordance with any documentation that accompanies The Services, infringes a copyright of a third party, and The Supplier will pay any final judgement awarded to the third party against the Customer PROVIDED THAT: Customer shall
(i) notify The Supplier promptly in writing of any such claim;
(ii) permit The Supplier to have sole control of the defence, compromise or settlement of such claim, including any appeals;
(iii) not make any prejudicial statements or settlement offers without the prior written consent of The Supplier; and
(iv) fully co-operate with The Supplier in the defence or settlement of such claim. The Supplier will pay such reasonable costs, damages or fees incurred by Customer in connection with such action or claim.
10.5 Should The Services become, or in The Supplier's opinion be likely to become, the subject of any such infringement claim, Customer shall permit The Supplier, at The Supplier's option and expense, to
(i) procure for Customer the right to continue using the Bespoke Software or the Consultancy Services, or
(ii) replace or modify The Services so that they become non-infringing, or
(iii) terminate the right to use The Services, upon which termination Customer shall, and shall procure that End Users, promptly destroy all copies of The Services and certify the same to The Supplier.
10.6 The Supplier shall have no liability for any Intellectual Property infringement claim to the extent that it is based on
(i) the use or combination of The Services with software, hardware or other materials not recommended by The Supplier, provided such infringement would not have arisen but for such use or combination; or
(ii) the use of the Bespoke software in a manner other than that for which it was designed or contemplated as evidenced by The Supplier's documentation; or
(iii) any unauthorized modification of the Bespoke Software or Consultancy Services by any party; or
(iv) any compliance with designs, plans or specifications furnished by Customer. This section states the entire liability of The Supplier, and Customer's sole and exclusive remedy, with respect to infringement of any Intellectual Property rights, and The Supplier shall have no additional liability with respect to any alleged or proved infringement.
The Supplier shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations under the Contract if the delay or failure was due to any cause beyond the Supplier’s reasonable control including, but not limited to, industrial action, war, fire, prohibition, or enactment of any kind on the part of any governmental, parliamentary or local authority, power failure or break down in machinery of any act of omission of the Customer.
12.1 The Contract is personal to the Customer who shall not assign, transfer, sub-contract or in any other manner makeover to any third party (whether in whole or in part) the benefit and\or burden of the Contract.
12.2 Any notices to be served by either party on the other under these Conditions shall be in writing and served, in the case of notice to the Supplier, at its registered office address and, in the case of the Customer, at its address as stated on the order form for the Services or, in either case, at such alternative address as the one party may from time to time designate by written notice to the other.
12.3 No waiver by the Supplier of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.5 The Contract is governed by the laws of England and the English Courts shall have the non-exclusive jurisdiction to resolve any disputes arising out of it.
12.6 Proweb (uk) ltd aim to respond to your contact within 4 hours during business hours and aim to resolve any issues you have within 5 business days of the original contact.
If you have a complaint about any aspect of Proweb's Service, please call our customer services team on 01159 20 20 10. If the team cannot resolve the complaint, please contact:
The Customer Relations Manager
Proweb (UK) Ltd.
St James Business Park
Radcliffe on Trent
Proweb is committed to customer service. We will try to resolve any complaint or dispute to your satisfaction as quickly as possible. If we do not do so, please contact:
Mr Richard Drage
Proweb (UK) Ltd
St James Business Park
Radcliffe on Trent
We will reply to all complaints within five working days of receipt. We will give you a full explanation or, where appropriate, an update. If our investigation of a complaint takes more than five working days, we will keep you updated of its progress. There will be no more than 10 working days between updates. You will also be given a named Proweb contact who is responsible for your case. This person will give you updates on the progress of your complaint.
If you and Proweb cannot agree whether we should uphold a complaint, you can refer the dispute for arbitration by the Telecommunications Ombudsman. You can contact the Telecommunications Ombudsman at the number and address below. Please note that the Telecommunications Ombudsman will only normally accept a complaint if either:
• we have sent you a letter stating that we are unable or unwilling to resolve your complaint to your satisfaction when we will remind you that the Telecommunications Ombudsman can arbitrate; or
• we have not sent you such a letter within three months of when you first put your complaint to us.
The Telecommunications Ombudsman provides a free arbitration service for existing and prospective customers, independently investigating unresolved complaints in accordance with the terms and conditions shown at www.otelo.co.uk.
The Telecommunications Ombudsman can be contacted at:
P.O. Box 730
The following terms and conditions apply to the registration of domain names and provision of a domain name service by CentralNic Ltd ("CentralNic"). For the purposes of these terms and conditions, any references to the registration of a domain name ("domain name") includes, without limitation, the provision of the associated domain name service:
1. You must have the right to use the name which will form the prefix of the domain name and which will be issued by CentralNic. By applying to register the domain name you warrant to us that you have that right.
2. By applying to register the domain name you agree to indemnify and to keep CentralNic and its directors fully and effectively indemnified at all times against all costs, claims, liabilities, losses, damages, actions and expenses (including without limitation, legal expenses) arising directly or indirectly from the registration and/or any breach by you of any of these terms and conditions.
3. You may apply to register the domain name on behalf of, and in the name of, a third party (if you are an Internet Service Provider, for example) and/or register the domain name in your own name on behalf of a third party provided that you have their prior consent and agree at any time on request by that third party to de-register the domain name which was registered in your name and allow that third party to register it in their name. In either case you may charge them what you like for your services. CentralNic reserves the right to immediately cancel without notice the domain name if CentralNic reasonably believes that you have registered a domain name in breach of clause 1 or with the intention of defrauding a third party.
4. If you apply to register the domain name on behalf of a third party (a client, for example) and you are registered on the CentralNic database as a billing contact, CentralNic, at its option, will be entitled to receive any payments due in respect of the domain name registration from you or the relevant third party. You and the third party shall be jointly and severally liable in this regard.
5. The initial registration of the domain name is for two years from the date of application for registration. Thereafter, the registration may be renewed for further periods provided that you pay the appropriate renewal fee on or before the relevant renewal date. It is your responsibility to ensure that you apply to renew the domain name registration at least 30 days before the renewal date and provide accurate and up to date contact details. Whilst CentralNic endeavours to send reminders of renewal dates it does not guarantee to do so and will not be liable if you fail to renew any registration on time.
6. You may surrender the registration of the domain name at any time by notice in writing to CentralNic.
7. Once the domain name and your full details have been entered in the CentralNic database no refund will be payable by CentralNic.
8. Unless you have selected the option to opt-out, the details you supply will be published using CentralNic's WHOIS service. CentralNic reserves the right, subject to data protection legislation, to publish registrants' details in other circumstances, including to governmental or law enforcement agencies, to third parties with a legitimate reason for requesting the information, and on production of a court order.
9. Domain names are registered on a first come, first served basis.
10. There is no guarantee that a domain name applied for has been entered on CentralNic's database until you receive confirmation of registration. You are advised not to, and CentralNic accepts no liability arising from, any action taken in respect of the use and/or registration of the domain name before you have received such confirmation and full payment has been made and received by CentralNic.
11. Acceptance of applications to register the domain name is at the sole discretion of CentralNic. Without prejudice to the generality of the foregoing, CentralNic may refuse to accept such application if the domain name:
(a) is currently registered;
(b) is on the list of reserved words (this list is not available for public scrutiny);
(c) is obscene or otherwise deemed to be unsuitable by CentralNic in its sole discretion.
Acceptance of a domain name by CentralNic shall not be construed as CentralNic approving or agreeing that you have the right to register that name.
12. The fees for the registration of, and renewal of registrations of, the domain name are those posted on the CentralNic website from time to time. CentralNic shall be entitled to invoice you for the registration for the domain name on receipt of an application to register for the domain name and for the renewal of the domain name registration on or before the renewal date. Payment must be made within the period stated in the invoice. If CentralNic does not receive payment within such period CentralNic is entitled, at its option, either to suspend or to delete the domain name registration from the database and if deleted, the domain name may be made available for registration to the public. If suspended, CentralNic reserves the right to charge you for resumption of the registration of the domain name.
13. If the registrant for the domain name changes, the new registrant must re-register the name and pay the full registration fee. CentralNic accepts no liability and shall not be responsible if a third party registers the domain name before such re-registration.
14. CentralNic may at its sole option, cancel the registration or suspend registration of the domain name if:
(a) ordered to do so by a court of competent jurisdiction;
(b) the use of the domain name is illegal;
(c) if there is a breach of these terms and conditions, including without limitation, clause 1;
(d) the continued use of a domain name could cause technical problems on the Internet.
(e) following the ICANN Uniform Domain-Name Dispute-Resolution Policy the name has been judged
to infringe the trademark or other intellectual property of the complainant.
15. CentralNic gives no warranty and makes no representation in respect of the domain names registered hereunder including, without limitation, the availability of any domain names and hereby excludes, to the fullest extent permitted by law, all conditions, warranties, terms, undertakings and representations, express or implied, whether by statute, common law or otherwise in relation to such domain names.
16. CentralNic shall not be liable to you whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the domain names registered hereunder, including without limitation:
(a) loss of revenue; and/or
(b) loss of anticipated savings; and/or
(c) loss of business and/or goods; and/or
(d) loss of goodwill; and/or
(e) loss of use; and/or
(f) loss and/or corruption of data and/or other information; and/or
(g) downtime; and/or
(h) any damage relating to the procurement of any substitute services.
For the avoidance of doubt, neither the types of loss and/or damage specified in sub-clauses (a) to (h) inclusive of this clause 16 nor any similar types of loss and/or damage shall constitute direct loss for the purposes of these terms and conditions.
17. In no event shall CentralNic's liability to you whether in contract, tort, by statute or otherwise exceed the registration fee for the domain name.
18. Nothing in this Agreement shall exclude or restrict the liability of either party for fraudulent misrepresentation and/or for death or personal injury arising as a result of the negligence of that party, its officers, employees, agents and/or sub-contractors.
19. The terms and conditions are exclusively governed by English law and by applying to register or renew a domain name you and CentralNic submit to the exclusive jurisdiction of the English courts.
This Domain Name Services Agreement (as it may be amended from time to time in accordance with Section 3, and including the Schedules attached hereto, this "Agreement"), by and between you ("you", "your" or "Customer") and BulkRegister, LLC, a Maryland limited liability company ("BulkRegister" or "BR"), sets forth the terms and conditions of your use of any services offered by BR and ordered by you from time to time (collectively, the "Services").
BulkRegister is an accredited registrar with the Internet Corporation for Assigned Names and Numbers ("ICANN") and offers various Internet domain name Services to its customers. This Agreement explains BR's obligations to you, and your obligations to BR, with respect to the Services. In order to purchase any of the Services, you must complete the registration process on the BulkRegister Website and become a BulkRegister member, and you must agree to the terms and conditions of this Agreement. When you or someone else you have permitted uses, modifies or cancels the Services on your behalf (even if BR was not notified of such authorization), or requests or purchases additional Services under your account, this Agreement covers any such Services or actions.
Sections 1 through 17 of this Agreement apply to any and all Services provided by BulkRegister. The additional terms and conditions set forth in Schedules A through I and the Annexes thereto apply only to customers who have requested or obtained the Services referenced in those Schedules. The term of this Agreement will extend through and continue in force at any time during which you have any domain names registered through BR or are using any of BR's other Services.
By clicking on the "I ACCEPT" button at the end of this Agreement, you acknowledge and agree that you have read, understood and consented to be bound by all of the terms and conditions of this Agreement, including additional terms and conditions set forth on the Schedules and Annexes to this Agreement and in agreements and policies linked to this Agreement and incorporated herein by reference, as well as any additional rules or policies that are or may be established by BulkRegister and published on the BulkRegister Website from time to time.
a. Fees. As consideration for the Services provided by BulkRegister, you agree to pay BulkRegister the applicable Services fees set forth on the BulkRegister Website at the time you request the Services from BulkRegister. All fees are due immediately and are non-refundable, except as otherwise expressly noted in one or more Sections of this Agreement or on the applicable fee schedule for a particular Service on the BulkRegister Website. Additional payment terms may apply to various Services, as set forth in this Agreement. You agree to pay or reimburse BulkRegister for all value added, sales, use and other taxes (other than taxes based on BulkRegister's income) related to the Services provided to you hereunder. All payments of fees for the Services provided by BR shall be made in U.S. dollars and may be made by credit card, personal check or wire transfer. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. If any fees or other amounts due BulkRegister hereunder are not paid when due, Customer agrees to pay BulkRegister's cost of collection (including reasonable attorneys' fees and expenses). In the event of a charge back by a credit card company (or similar action by another payment provider allowed by BR), the dishonoring of a check or other non-payment by you in connection with the applicable Service fee for a domain name registration, you acknowledge and agree that you relinquish any rights to the domain name registration for which such fees have not been paid. In addition, non-payment of a renewal fee within five (5) days after a second renewal reminder notice may result in cancellation of your registration. BR reserves all rights regarding any cancelled domain name registration including, without limitation, the right to make the domain name registration available to other parties for purchase. BR will reinstate any such domain name registration solely at BR's discretion, subject to its availability and BR's receipt of the applicable registration or renewal fee and then-current reinstatement fee, currently set at $150.00 and, if applicable, a chargeback fee of $25.00 per charged back item or dishonored check.
b. Term and Renewals. Unless otherwise specified herein, each BulkRegister Service is for a one-year initial term (or in the case of domain name registrations, such longer term as may be required by a particular registry administrator) and is renewable thereafter for renewal terms as specified in the applicable addendum hereto or the registration materials for such Service on the BulkRegister Website. Any renewal of Services is subject to BR's then-current terms and conditions, including, but not limited to, payment of all applicable Service fees at the time of renewal and, in the case of renewal of a domain name registration, the registry administrator's acceptance of such renewal. With respect to domain name registrations and other Services to which you subscribe on a periodic or per unit basis, BR will attempt to provide you with a renewal reminder at least fifteen (15) days in advance of the renewal date for your Services. In the case of domain name registrations, BulkRegister will attempt to provide this reminder by email to the Member, administrative contact and billing contact on file for a particular domain name registration. The renewal of annual memberships does not require a reminder notice, and your account will automatically be charged a membership renewal fee on an annual basis unless you provide BR with notice of cancellation of your membership at least fifteen (15) days prior to the renewal date for your membership.
c. Changes. Regardless of whether you are enrolled in BR's automatic renewal program, you are solely responsible for the payment information, administrative contact and billing contact information you provide to BR, and you acknowledge and agree that you will promptly inform BR of any changes thereto (e.g., change of credit card expiration date or account number). ALL FEES ARE NON-REFUNDABLE, IN WHOLE OR IN PART, EVEN IF YOUR SERVICE IS SUSPENDED, CANCELLED OR TRANSFERRED PRIOR TO THE END OF THE THEN-CURRENT SERVICE TERM. BulkRegister reserves the right to change registration and other Service fees, surcharges or renewal fees, or to institute new fees at any time, for any reason, in its sole discretion, without prior notice to you.
The first time you apply to use BulkRegister's Services, you will be assigned a Member handle (User name) and asked to select a password. That Member handle and password are the means through which you access certain of the Services. You acknowledge and agree that it is your responsibility to safeguard the Member handle and password you select from any unauthorized use. IN NO EVENT WILL BULKREGISTER BE LIABLE FOR THE UNAUTHORIZED USE OR MISUSE OF YOUR MEMBER HANDLE OR PASSWORD.
You acknowledge that the Internet domain name system and the practice of registering and administering domain names are evolving, and therefore you agree that BulkRegister may modify this Agreement, and may revise or institute any additional rules or policies at any time, as BR deems reasonably necessary to comply with changes in law, BulkRegister's Registrar Accreditation Agreement with ICANN, or any other agreement that BulkRegister is currently bound by or will be bound by in the future, as well as to adjust to changing business circumstances. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that BulkRegister may: (1) revise the terms and conditions of this Agreement; (2) modify existing or institute new rules or policies; and/or (3) change some or all of the Services provided under this Agreement at any time. Any such revision or change will be binding and effective fifteen (15) days after posting of the revised Agreement or change to rules or policies or Services on the BulkRegister Website, or upon transmission to you at the e-mail address or postal address (by United States mail) provided by you as the Member contact. Your (or your customer's, if you are a reseller) continued use of any domain name registered through or Service offered by BR shall constitute your acceptance of any modifications to this Agreement or to the rules or policies that are or may be published on the BulkRegister Website. If you do not agree to any of such changes, you may request that your domain name registration be cancelled or transferred to a different domain name registrar. You acknowledge and agree that such cancellation or request for transfer will be your exclusive remedy and BulkRegister's sole liability if you do not wish to abide by any changes to this Agreement or any additional rules or policies that are or may be published by BulkRegister. No employee, contractor, agent or representative of BulkRegister or its subsidiaries is authorized to alter or amend the terms and conditions of this Agreement except by means of a written document signed by you and an authorized officer of BulkRegister.
You hereby acknowledge and agree that, in connection with your use of the Services, and the use of such Services by the registrant if the Member is a reseller, you are required to provide certain information and to promptly correct and update this information as needed to keep it current, complete and accurate. In addition to such other information that BulkRegister may require you to provide in order to obtain the Services, BulkRegister requires that you submit and keep up to date the following information with respect to the Member and, if different, the registrant in connection with BulkRegister's domain name registration, administration and renewal Services:
a. Domain Name Registration, Administration and Renewal Services. The information you are obligated to provide and keep current in connection with your use of BulkRegister's domain name registration, administration and renewal Services is the following:
i. The full name (or the name of the authorized person for contact purposes, if registration is for an organization, corporation or association), postal address, email address, voice telephone number, and fax number, if available, of the Member and, if different, the registrant of each domain name registered under your Member account;
ii. The domain name being registered; and
iii. The name, postal address, email address, voice telephone number, and where available, fax number for the administrative contact, technical contact and billing contact for the domain name registration.
You acknowledge and agree that when you renew a domain name registration, the type of information you are required to provide may have changed. If you do not wish to provide the new required information, the registration may not be renewed.
b. Additional Information Maintained. In addition to the information you provide, BulkRegister maintains records relating to any domain name application received by BulkRegister, as well as any domain name registered through, administered, or renewed by BulkRegister. BulkRegister also maintains records relating to other Services that BulkRegister provides to you. These records may include, but are not limited to:
i. The original creation date of a domain name registration, renewal or request for service;
ii. The submission date and time of a registration or renewal application to BR and by BR to the proper registry;
iii. Communications (electronic or paper form) constituting submissions, forwarding, modifications, or terminations of service and related correspondence between you and BR;
iv. Records of your account, including dates and amounts of all payments and refunds;
v. The IP addresses of the primary nameserver and any secondary nameservers for the domain name;
vi. The corresponding names of those nameservers;
vii. The name, postal address, email address, voice telephone number, and where available, fax number of the zone contact for a domain name;
viii. The expiration date of a domain name registration;
ix. Information regarding all other activity between you and BR regarding your use of the Services; and
x. Other applicable information required by the registry administrator or operator for the particular domain name registration.
You agree and understand that the foregoing registration data will be publicly available and accessible on the Whois directory as required by ICANN's Registry Policy and may be sold in bulk in accordance with ICANN's terms and conditions and policies.
c. Accurate Data. In the event that (i) in applying for the registration of a domain name you are providing information about a third party (including the registrant if you are a reseller), or (ii) you license a domain name registered in your name to a third party, you hereby represent and warrant that you have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) obtained that third party's express consent to the disclosure and use of that party's information as set forth in this Agreement. You acknowledge and agree that willfully providing inaccurate or unreliable information or willfully failing to update information promptly will constitute a breach of this Agreement that will be sufficient basis for cancellation or seizing of your domain name registration. You further acknowledge and agree that your failure to respond for over fifteen (15) calendar days to inquiries by BulkRegister concerning the accuracy of your member and/or registrant contact information associated with your domain name registration including, without limitation, if you are unreachable because your supplied Member telephone number or email address is incorrect, shall constitute a breach of this Agreement and will be sufficient basis for cancellation of your domain name registration. BulkRegister will charge a $50.00 fee to reinstate any domain name registration seized as a result of inaccurate or invalid WHOIS data. BulkRegister does not guarantee that any seized domain name registration will be available for reinstatement. Without limiting your obligations under this Section of this Agreement, you agree that BulkRegister (itself or through its third party service providers) is authorized, but not obligated, to use certain address or billing correction services to update and/or to change any address or billing information associated with your account (including, without limitation, registrant address, billing contact address and credit card information), and you agree that BulkRegister may use and rely upon any such changed information for all purposes in connection with your account (including the sending of renewal notices or invoices or for automatic renewal charges) as though such changes had been made directly by you.
d. Disclosure and Use of Information. You acknowledge and agree that BR may make available information you provide or that BR otherwise maintains to such public or private third parties as applicable laws require or permit. You further acknowledge and agree that BR may make publicly available, or directly available to third parties, some, or all, of the information you provide, for purposes of inspection (such as through BR's WHOIS service) or for targeted marketing and other purposes as required or permitted by applicable laws. One of the ways that BR may make some or all of the information you provide available to the public or third parties is by way of bulk WHOIS data access provided to third parties who enter into a bulk WHOIS data access agreement with BR. You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name or use of any Services (including any updates to such information), whether during or after the term of your registration of a domain name or other Services. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use by BR of information provided by you. BR will not process data about any identified or identifiable natural person ("Personal Data") that BR obtains from you in a way incompatible with the purposes and other limitations which BR describes in this Agreement. BR will take reasonable precautions to protect the Personal Data it obtains from you from BR's loss, misuse, unauthorized access or disclosure or use, or alteration or destruction, of that information. BR will have no liability to you or any third party to the extent such reasonable precautions are taken.
You acknowledge and agree that BR owns all database, compilation, collective and similar rights, title and interests worldwide in BR's domain name and other proprietary information databases, and all information and derivative works generated from those databases. Additionally, you hereby grant to BR a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up right and license to use in BR's business, however it evolves, including the rights to copy, distribute, display, perform, transmit, prepare derivative works from or otherwise use without restriction, the following information: (a) the original creation date of a domain name registration; (b) the expiration date of a domain name registration; (c) the name, postal address, email address, voice telephone number, and, where available, fax number of the technical contact, administrative contact, zone contact and billing contact for a domain name registration; (d) any remarks concerning a registered domain name that appear or should appear in a WHOIS or similar database; and (e) any other information BR generates or obtains in connection with the provision of the Services. BR does not have any ownership interest in your specific personal registration information or other information other than BR's rights in BR's domain name database, as set forth in this Section.
a. Transfers and Licenses. You agree that you may not transfer a domain name registration to another domain name registrar during the first sixty (60) days from the effective date of the initial domain name registration of such domain name with BR. After that time, you may transfer your domain name registration to a third party domain name registrar of your choice, subject to BR's then-current policies and procedures incorporated herein by reference. You agree that, if you are using the Services for someone else, you represent that you have the authority to nonetheless bind that person as a principal to all terms and conditions provided herein, including BR's then-current dispute policy. You accept liability for harm caused by wrongful use of the Services. You agree that if you license the use of a domain name registered in your name to a third party, you nonetheless remain the domain name holder of record, and remain responsible for all obligations under this Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) the registrant's full contact information and accurate technical, administrative, billing and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name and domain name registration. As further required by ICANN, you agree to accept liability for harm caused by wrongful use of the domain name, unless you promptly disclose the identity of the licensee to a party providing you with reasonable evidence of actionable harm.
b. Reselling Activities. The provisions of this Section 6(b) shall apply to you and your activities as a reseller unless you have entered into a separate Reseller Agreement with BR, in which case the terms and conditions of such Reseller Agreement shall apply to you.
i. Change of Domain Name Holder Procedure. If you transfer any domain name registered with BR, you agree to abide by the policies and procedures relating to transfer of domain names as may be adopted by BR and as in effect from time to time, which policies and procedures may require, among other things, the submission of hard-copy record of transfer of ownership, the submission of information concerning the transferor and transferee and the transfer, including but not limited to the information described in Section 4 of this Agreement with respect to the transferee, and may impose reasonable information collection and record keeping obligations on you. Such policy and procedure may require you upon such transfer to relinquish all control over the domain name transferred.
ii. Required and Prohibited Reselling Practices. You agree to inform any person or entity registering a domain name with BR through you or your account (each your "customer" and collectively, your "customers") that they are registering their second level and/or third level domain name through BulkRegister, an ICANN accredited registrar. You will not represent, directly or by implication, that you are a registrar or have direct or superior access to the Registry or that you are accredited or otherwise affiliated with ICANN, and you agree not to employ or display any ICANN marks or logos on your website or any materials used by you in your business.
iii. Record keeping Requirements. You agree to obtain evidence of each of your customers' assent to BR's then current version of this Agreement electronically (e.g., by "click") or by hardcopy signature, and to retain for a period of a minimum of three (3) years evidence of such assent. You may require customers using your services to agree to additional terms and conditions, provided that such terms and conditions are not inconsistent or do not conflict in any manner with the provisions of this Agreement or any ICANN Policy.
iv. Customer Support; Registration Data and Updating Requirements. You agree to provide adequate customer service, billing and technical support for your customers, and to make modifications and updates to registration data relating to your customers' domain names so that BR's database contains accurate, current and reliable registration data with respect to your customers' domain names. You understand and acknowledge that your failure to make any modifications to any information with respect to your customer's domain name(s) in accordance with the written instructions of such customer within five (5) business days after delivery of such written instructions, or the making of any modifications to any customer's registration data which have not been authorized by such customer in writing or by e-mail, shall constitute a breach of this Agreement. You agree to retain copies of all communications and other correspondence between you and your customer relating to the registration of domain names with BR and to provide BR with the same upon request. Your willful provision of inaccurate or unreliable information concerning your customer's domain name(s), or your willful failure to promptly update or correct your customer's registration data, or your failure to respond to BR's or any of your customer's inquiries or requests concerning the accuracy or content of any registration data for over fifteen (15) days shall constitute a breach of this Agreement.
BulkRegister depends on its own and third party, including registry administrators', computer systems to operate the domain name registration process, and to provide timely information to BulkRegister's customer service team. Occasionally, these computer systems are subjected to exceptional volumes of incoming service requests, electronic mail messages, and/or WHOIS queries that result in significant degradation of system processing and response time. Regardless of the reason, in those instances when there is system performance degradation, BulkRegister reserves the right, in its sole discretion, to filter or block electronic messages originating from the identified sources of the high volume traffic. BulkRegister will attempt to selectively restore service after system performance returns to normal limits, provided that such restoration does not result in an adverse impact on the system. BulkRegister further reserves the right to permanently filter or block repeated sources of high volumes of electronic traffic.
YOU AGREE THAT BULKREGISTER WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) SUSPENSION, LOSS, OR MODIFICATION OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, DOMAIN NAME REGISTRATIONS OR RENEWALS), (b) USE OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, DOMAIN NAME REGISTRATION SERVICES), (c) INTERRUPTION OF BUSINESS, (d) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE BULKREGISTER WEBSITE OR THE WEBSITE(S) ACCESSED BY THE DOMAIN NAME REGISTERED IN YOUR (OR YOUR CUSTOMER'S) NAME, (e) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, (f) EVENTS BEYOND BULKREGISTER'S REASONABLE CONTROL, (g) THE PROCESSING OF YOUR DOMAIN NAME APPLICATION OR OTHER SERVICE APPLICATION, OR (h) APPLICATION OF ANY RELEVANT DISPUTE POLICY OR ANY OTHER ICANN (OR SIMILAR GOVERNMENTAL OR SUCCESSOR ORGANIZATION) ADOPTED POLICIES. BULKREGISTER ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BULKREGISTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BULKREGISTER'S MAXIMUM AGGREGATE LIABILITY EXCEED THE LESSER OF THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES AND FIVE HUNDRED DOLLARS ($500.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, BULKREGISTER'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless BulkRegister and its officers, directors, employees, affiliates including Verisign Inc., and agents, from any loss, damages, liability, costs or expenses, including reasonable attorneys' and other fees, resulting from or arising in connection with any claim, action, proceeding or demand related to (i) your use of the BulkRegister Website and the Services, including, but not limited to, your application for, registration and use of, renewal of or failure to register or renew a particular domain name registered in your name, (ii) your use of any domain name registration, and (iii) your breach of any representation, warranty, covenant or agreement in this Agreement. This indemnification is in addition to any indemnification required under the Uniform Domain Name Dispute Policy ("UDRP") or any similar policy. You additionally agree to indemnify, defend and hold harmless any registry administrator or operator that operates or administers an applicable gTLD or ccTLD Registry (as such terms are defined in Schedule A hereto), and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your application for and registration and use of, renewal of, or failure to register or renew, a particular domain name.
In addition to representations and warranties in other Sections of this Agreement, you represent that, to the best of your knowledge and belief, neither the registration of the domain name you have applied for nor the manner in which it is intended to be or is directly or indirectly used infringes the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your use of the Services is accurate, complete and current. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT ALL OF THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER BULKREGISTER NOR ANY OF ITS LICENSORS MAKES ANY WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES BULKREGISTER OR ITS LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. EXCEPT FOR BULKREGISTER'S STATEMENT REGARDING BULKREGISTER'S ACCREDITATION AS AN ICANN-APPROVED DOMAIN NAME REGISTRAR, BULKREGISTER EXPRESSLY DISCLAIMS ALL, AND MAKES NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE BULKREGISTER WEBSITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT ANY LIMITATION TO THE FOREGOING, BULKREGISTER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE YOU EITHER FROM CHALLENGES TO YOUR DOMAIN NAME REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME REGISTERED TO YOU.
You acknowledge and agree that BulkRegister may suspend, cancel, transfer or modify your use of the Services at any time, for any reason, in BulkRegister's sole discretion. Without limiting the foregoing, BulkRegister may, in its sole discretion, suspend, cancel, transfer or modify a domain name registration (a) to correct mistakes made by BulkRegister, another registrar, or the applicable registry administrator, (b) to resolve a dispute related to that domain name, (c) within thirty (30) calendar days of the creation date of that domain name registration, (d) if you breach this Agreement (including any applicable additional rule or policy) and do not cure such breach within ten (10) days of notice by BulkRegister, (e) if you use the domain name registered to you to send unsolicited commercial advertisements in contradiction of either applicable laws or customary acceptable usage policies of the Internet, or (f) if you use a domain name in connection with unlawful activity. You further acknowledge and agree that your domain name registration is subject to suspension, cancellation, transfer or modification pursuant to the terms of any rules or policies applicable to your domain name registration, including, but not limited to (i) the UDRP, (ii) any ICANN adopted policy, (iii) any registrar (including BulkRegister) or registry administrator procedures, or (iv) any other ccTLD registry administrator procedures. You also agree that BulkRegister shall have the right in its sole discretion to suspend, cancel, transfer or otherwise modify your domain name registration at such time as BulkRegister receives (x) a properly authenticated notification from a court of competent jurisdiction, or (y) an arbitration award requiring the suspension, cancellation, transfer or modification of your domain name registration.
Except as otherwise set forth in the UDRP or any similar ccTLD policy with respect to any dispute over a domain name registration, this Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Maryland, as if this Agreement was a contract wholly entered into and wholly performed within the State of Maryland. Except as otherwise set forth in the UDRP or any similar ccTLD policy with respect to any dispute over a domain name registration, any action to enforce this Agreement or any matter relating to your use of the BulkRegister Website shall be brought exclusively in federal court in the United States District Court for the District of Maryland, or if there is no federal jurisdiction in such court, then in state court in the Circuit Court for Baltimore City, Maryland. Notwithstanding the foregoing, for the adjudication of disputes concerning or arising from use of domain names registered hereunder, you acknowledge and agree that you shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (a) of the domain name holder's domicile, and (b) where BulkRegister's headquarters are located, currently Baltimore, Maryland.
Subject to the terms of Section 3 of this Agreement, you agree that, unless other instructions are posted on the BulkRegister Website, any notices required to be given under this Agreement will be deemed to have been given (i) to you, if delivered by email or fax, via telephone or posted on the BulkRegister Website or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service, to the administrative contact in accordance with the most current contact information you have provided to BulkRegister, and (ii) to BulkRegister, if delivered by email or fax, or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service, to the contact information for BulkRegister posted on the BulkRegister Website, and BulkRegister acknowledges receipt of such notice by fax or email to you. All notices shall be effective upon receipt, except that with respect to email and fax notices, receipt may be evidenced by a copy of a sent email or a successful transmission report, respectively. You are responsible to ensure that any email notices from BulkRegister are not filtered by any unsolicited email "spam" filters that may be installed on or used by your email system or computer network.
In the event of any conflict between this Agreement and the terms and conditions governing your use of any Services provided by BulkRegister's third party service providers or any registry administrator, the terms and conditions of this Agreement shall govern as it relates to any rights and remedies as between you and BulkRegister.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this Section (i) shall have given the other party notice thereof promptly and, in any event, within ten (10) days of the occurrence of the force majeure event and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided, further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, BulkRegister may immediately terminate this Agreement and shall have no liability with respect thereto.
In the event this Agreement terminates for any reason, Sections 1, 3 and 5 through 17 shall survive such termination.
You agree and acknowledge that any acceptance of your application for the Services and the performance thereof will occur at BulkRegister's offices in Baltimore, Maryland, the location of BR's principal place of business. Except as otherwise set forth herein, your rights under this Agreement are neither assignable nor transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at BR's option. You acknowledge and agree that, to the extent necessary, it is your responsibility (and the responsibility of the registrant if you are a reseller) to: (1) provide all equipment, including a computer and modem, necessary for you to establish a connection to the Internet; and (2) provide for your own connection to the Internet and pay any telephone or cable and Internet service provider fees associated with such connection. This Agreement, together with any additional BulkRegister rules and policies published on the BulkRegister Website, and all modifications thereto, constitutes the complete and exclusive agreement between you and BulkRegister concerning use of the Services, and supersedes and governs all prior proposals, agreements, or other communications between us. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. Except as expressly stated herein, this Agreement shall not be construed to create any obligation by BulkRegister to any non-party to this Agreement. The failure of BulkRegister to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by BulkRegister of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, but such provision shall be automatically replaced with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of BulkRegister as reflected in the original provision. The section and schedule headings appearing in this Agreement are inserted only as a matter of convenience and in no way limit, construe or describe the scope or extent of or in any way affect the interpretation of such section or schedule. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL WITH RESPECT TO ANY ACTION BROUGHT IN CONNECTION WITH THIS AGREEMENT. THE APPLICATION OF THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED.
SCHEDULE A TO SERVICES AGREEMENT
GENERAL TERMS APPLICABLE TO REGISTRATION, RENEWAL AND TRANSFER OF DOMAIN NAMES
BulkRegister is an accredited registrar with ICANN for various generic top-level domain names, including .com, .net, .org, .biz, .info, .name and .pro ("gTLDs"). See Schedules B through E for additional terms and conditions with respect to various gTLDs.
In addition to registering and renewing gTLDs, BulkRegister also registers and renews various country code top level domains ("ccTLDs"). The registry administrator or operator for each ccTLD varies by individual country code. By agreeing to the terms and conditions set forth in this Agreement, you are also agreeing to be bound by the rules and regulations set forth by these registry administrators or operators for their respective registries only. (Click to see Schedule F and Annex A thereto for additional terms and conditions with respect to ccTLDs.)
As a domain name registrar, BulkRegister is, upon accepting your application to register or renew a domain name, your sponsor for that application. No domain name registrations shall be deemed effective unless and until BR delivers the domain name registration or renewal application you provide BR to the appropriate registry administrator, as applicable, and that registry administrator accepts your application and activates your domain name registration or renewal. You acknowledge and agree that BulkRegister does not guarantee that you will be able to register or renew a desired domain name, even if BR's systems indicate that domain name is available. You also understand that BulkRegister cannot know with certainty whether or not the domain name which you are seeking to register is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or renewal process or related databases, including the various WHOIS or other registry databases. You also acknowledge and agree that BulkRegister is not responsible for any inaccuracies or errors in the domain name registration or renewal process. You are solely responsible for making sure that your registration or renewal has been properly processed. You further acknowledge and agree that BulkRegister, or the applicable registry administrator or operator, may elect to accept or reject your application for registration or renewal for any reason in its sole discretion, including, but not limited to, rejection due to a request for registration or renewal of a prohibited domain name. You also acknowledge and agree that BulkRegister is not liable or responsible in any way for any errors, omissions or any other actions by any third party, including any registry administrator, arising out of or related to your application for and registration of, renewal of, or failure to register or renew, a particular domain name. You also agree that, by registration of your chosen domain name, such registration does not confer immunity from objection to either the registration or use of your domain name.
By applying to register a domain name, or by asking BR to maintain or renew a domain name registration, you hereby represent and warrant to BR that (a) the statements that you made in connection with such registration, maintenance or renewal are complete and accurate; (b) the registration of the domain name will not conflict with, infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name in bad faith or for an unlawful purpose, including, without limitation, tortious interference with contractual relationships, unfair competition, injuring the reputation of another, or for the purpose of confusing or misleading visitors to a website; and (d) you will not use the domain name in violation of any applicable laws or regulations or BulkRegister's rules or policies. You agree and acknowledge that it is your responsibility to determine whether your domain name registration or use infringes or violates someone else's rights.
BulkRegister considers the person or entity controlling the Member handle and password for a particular domain name registration (referred to as the authorization code, or "auth" or "AUTH INFO" code by various registry operators) to be the registrant of that domain name, unless the Member supplies specific information regarding the registrant and the registrant accepts this Agreement. In any event, the Member is the agent of any other person using the domain name, with full authority to act on such person's behalf with respect to the domain name registration or any other Services obtained from BulkRegister, including, but not limited to, the authority to terminate, transfer (where permitted by this Agreement), or modify such Services, or obtain additional Services.
All domain names registered with or transferred to BulkRegister may be set to automatically renew for your convenience and to help to prevent unwanted deletion of a registration. The automatic renewal Service will attempt to renew your specified domain names on the renewal date for a one year term (or such longer term as may be required by a particular registry administrator) by charging the most recent credit card on file with BR or your account the then-current retail price for such renewal seven (7) days before the expiration date. The automatic renewal Service is provided as a convenience for you but in no way guarantees a desired renewal. It is your obligation to affirmatively renew any desired domain name. In addition, BulkRegister has no obligation to attempt to renew your domain name if your most recent credit card on file with BR for your account is not accepted according to BulkRegister's payment processing systems. BULKREGISTER SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE RENEWAL OR ANY ATTEMPT TO RENEW A DOMAIN NAME AS DESCRIBED HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OR ERRORS IN RENEWING OR ATTEMPTING TO RENEW THE SERVICES. The foregoing limitation of liability is in addition to any other limitations of liability set forth in this Agreement. You also acknowledge and agree that if you want BulkRegister's automatic renewal Service to apply to your registrations, you must affirmatively opt in to this automatic renewal Service (either with respect to a particular domain name registration or all of your domain name registrations) by contacting customer service or by visiting the BulkRegister Website. Your failure to affirmatively opt in to the automatic renewal Service may jeopardize your desired renewal. For your convenience, an auto-renew email reminder will be sent to your email address set forth in your registration application at least fifteen (15) days prior to the renewal date and, upon renewal, a renewal notification will also be sent to notify you that your domain name has been reserved.
BulkRegister does not guarantee the security of your domain name registration records, and you assume all risks that the security option you select is compromised as a result of fraudulent, unauthorized or illegal activity.
Initial domain name registrations, and domain name registrations that have passed the registration agreement's anniversary date, must be in a paid status to transfer, delete, modify, or otherwise to request BulkRegister to affect the domain name record or to provide domain name Services. Domain name registrations in an unpaid status are routinely deleted on a regular basis.
You agree that you may not transfer your domain name registration to another domain name registrar during the first sixty (60) days from the effective date of your initial domain name registration with BR. You may transfer your domain name registration to a third party of your choice, subject to the procedures located on the BulkRegister Website regarding transfers. Even if you license the use of BR's domain name registration Services to a third party, you remain responsible for complying with all terms and conditions of this Agreement, and you accept liability for harm caused by such licensee's wrongful use of BR's domain name registration Services, unless you promptly disclose the identity of such license upon request by any person who provides reasonable evidence of actionable harm.
a. Policy Generally. If you registered a domain name through BR for yourself or another party, you agree to be bound by BR's current domain name dispute policy that is incorporated herein and made a part of this Agreement by reference. The current version of the domain name dispute policy may be found at the BulkRegister Website: http://www.bulkregister.com/dispute.html . You agree that BulkRegister, in its sole discretion, may modify its dispute policy. BulkRegister will post any such revised policy on the BulkRegister Website at least fifteen (15) calendar days before it becomes effective. You agree that, by maintaining the reservation or registration of your domain name after modifications to the dispute policy become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement. BulkRegister will not refund any fees paid by you if you terminate your Agreement with BulkRegister. In addition, you acknowledge that you have read, understood and agree to be bound by all terms and conditions of the UDRP, as amended from time to time, which is hereby incorporated and made a part of this Agreement by reference for all gTLD and ccTLD domain name registrations or renewals. ( Click here for a current copy of the UDRP.)
b. Domain Name Disputes. You agree that, if your use of BR's domain name registration services is challenged by a third party, you will be subject to the provisions specified in BR's dispute policy in effect at the time of the dispute. For any dispute with, or challenge by, a third party concerning or arising from your use of a domain name registered with BR or your use of BR's domain name registration services, you agree to submit to subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the District of Maryland, or if there is no jurisdiction in such court, then in the state Circuit Court for Baltimore City, Maryland. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold BulkRegister harmless pursuant to the terms and conditions set forth below in this Agreement. If BulkRegister is notified that a complaint has been filed with a judicial or administrative body regarding your use of its domain name registration Services, you agree not to make any changes to your domain name record without BulkRegister's prior approval. BulkRegister may not allow you to make changes to such domain name record until (i) BulkRegister is directed to do so by the judicial or administrative body, or (ii) BulkRegister receives notification by you and the other party contesting your registration and use of BulkRegister's domain name registration Services that the dispute has been settled. Furthermore, you agree that if you are subject to litigation regarding your registration and use of BulkRegister's domain name registration Services, BulkRegister may deposit control of your domain name record into the registry of the judicial body by supplying a party with a registrar certificate. You understand and acknowledge that BulkRegister will comply with all court orders, domestic or international, directed against you and/or the domain name registration.
You agree that BulkRegister may suspend, cancel or transfer your Services, including, but not limited to, domain name registration Services in order to: (i) correct mistakes made by BulkRegister, another registrar or the registry in registering your chosen domain name, or (ii) to resolve a dispute under BulkRegister's domain name dispute policy.
You acknowledge and agree that any or all domain names that are (i) registered with BulkRegister, (ii) hosted on a BulkRegister domain name server, and (iii) do not otherwise resolve to an active Website, may resolve to an "under construction", "coming soon" or similar temporary Web page ("Under Construction Page"), and that BulkRegister may place on any such Under Construction Page promotions and advertisements for, and links to, BulkRegister's Website, BulkRegister's Services, third-party Websites, third-party product and service offerings, and/or Internet search engines. You agree that BulkRegister may change the content and/or appearance of, or disable, any Under Construction Page at any time, in its sole discretion, and without prior notice. If for any reason, you do not want your domain name to resolve to the Under Construction Page described above, you may select an Under Construction Page that does not contain links to BulkRegister's Website, promotions and links to specific BulkRegister Services, third party advertisements, or Internet search engines, as provided on the BulkRegister Website.
You agree that BulkRegister may deny any request to transfer a domain name registration that is otherwise capable of transfer to another registrar where you fail to respond appropriately to a transfer confirmation request from BulkRegister.
In addition to the terms set forth in Sections 1 through 17 and Schedule A of this Agreement, the following terms shall apply to .biz domain names.
If you are applying for the registration of a domain name in the .biz TLD, you hereby certify that: (i) the domain name will be used primarily for bona fide business or commercial purposes and not (a) exclusively for personal use or (b) solely for the purposes of selling, trading or leasing the domain name for compensation, or the unsolicited offering to sell, trade or lease the domain name for compensation; and (ii) the domain name is reasonably related to your business or intended commercial purpose at the time of registration. In addition, you represent and warrant that (a) you have the authority to enter into this Agreement, (b) the data provided in your domain name registration application is true, correct, up to date and complete, and (c) you will keep such information up to date.
You acknowledge having read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:
(i) The UDRP, available at http://www.icann.org/udrp/udrp.htm;
(ii) The Start-up Trademark Opposition Policy ("STOP"), available at http://www.neulevel.biz/stop_overview/index.html (to the extent STOP may still be applicable to you if you are involved with the .biz Registry Operator's Intellectual Property Claim Service); and
(iii) The Restrictions Dispute Resolution Policy, available at http://www.neulevel.com/countdown/rdrp.html .
You agree that, by continuing to use any of the Services provided hereunder (which may include registration and use of a .biz domain name) after the posting on BulkRegister's or the .biz Registry Operator's website of any revisions to or new ICANN approved .biz Policies, you have agreed to the terms and conditions of the same. You acknowledge that if you do not agree to the .biz Policies, you may terminate this Agreement. BR will not refund any fees paid by you if you terminate your Agreement with BR.
BR's ability to provide Services to you depends in part upon the provision of services by third parties, such as the .biz Registry Operator, NeuLevel, Inc. BR cannot control and will not be responsible for the actions or inactions of such third parties. For example, the .biz Registry Operator has reserved the right to deny, cancel or transfer any domain name registration under certain circumstances. You acknowledge and agree that BR shall not be liable to you or any other party in connection with claims, damages, losses, expenses or costs incurred or suffered by you as a result of actions taken or not taken by third parties, including, but not limited to, the .biz Registry Operator. You agree to indemnify, defend and hold harmless NeuLevel, Inc., and its directors, officers, employees and agents, from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to your domain name registration.
Your application or registration (whether successful or not) for any .biz domain name hereunder does not guarantee, and BR does not promise, that you will be approved or eligible for any other Services available or that may become available through BR or any third party. For example, certain services in the .biz TLD are provided in sequential phases, and participation in one phase, does not automatically qualify you for participation in other phases, and any further participation is not automatic. The .biz Registry Operator, and not BulkRegister, determines the dates and times associated with the various service phases available in the .biz TLD. You agree to review and become familiar with the information available on the BulkRegister Website and on the .biz website concerning the various phases and descriptions of services available in connection with .biz TLD, and to regularly check for modifications and/or updates to such information, as the same may change from time to time. You agree that you are solely responsible for applying and/or registering for the service phases you desire to participate in. Additionally, you acknowledge and agree that submission of an application for domain name registration or any other Services, does not guarantee that you will ultimately be the registrant for a particular domain name, even if you participated in some other Service associated with the domain name, such as an intellectual property notification service or similar service.
You also acknowledge and agree that BulkRegister will share with the .biz Registry Operator certain information submitted by you (either regarding you, or your customer if you are a reseller) in your application for BR's Services, as required by BR's agreement with the .biz Registry Operator or to provide the Services you have applied for. You acknowledge and agree that any information BR shares with the .biz Registry Operator may be used by it to fulfill the .biz Registry Operator's service obligations to BR or any third party. You hereby grant BR and the .biz Registry Operator a limited, royalty-free, non-exclusive worldwide license to use all of the data contained in your application.
Your participation in an intellectual property notification service or similar service DOES NOT PROVIDE YOU WITH ANY INTELLECTUAL PROPERTY PROTECTIONS OR REGISTRATIONS, NOR DOES IT PROVIDE YOU WITH ANY RIGHTS TO ANY PARTICULAR DOMAIN NAME REGISTRATION. THIS IS A NOTIFICATION SERVICE ONLY. EVEN IF YOU PARTICIPATE IN THIS SERVICE, YOU MUST STILL SUBMIT AN APPLICATION FOR DOMAIN NAME REGISTRATION SERVICES TO BE ELIGIBLE TO BECOME THE REGISTRANT FOR THE DESIRED DOMAIN NAME(S).
You agree that the indemnity provisions set forth in this Schedule shall survive any termination of the Agreement.
You agree to be bound by the applicable provisions of the .biz Registry Operator's Acceptable Use Policy, incorporated herein and made part of this Agreement by reference, in connection with your use of the Services described in this Schedule.
NeuLevel, Inc. is an intended third party beneficiary of this Agreement with rights to enforce this Agreement with respect to issues relating to the .biz gTLD. You will cooperate in good faith with NeuLevel, Inc. or BR in investigating instances of non-compliance with this Agreement, if NeuLevel, Inc. or BulkRegister believes in good faith that you are not in compliance with this Agreement.
You agree that BulkRegister and NeuLevel, Inc. are not responsible for checking, verifying or editing message content or completeness, or for detecting errors or anomalies, or for recreating or re-transmitting data.
In addition to the terms set forth in Sections 1 through 17 and Schedule A of this Agreement, the following terms shall apply to .info domain names.
You acknowledge and agree to the following: (i) BulkRegister will share with the .info Registry Operator, Afilias Limited, certain information submitted by you in your application(s) for BR's Services relating to the .info TLD, and you consent to the use, copying, distribution, publication, modification and other processing of your personal data by the .info Registry Operator and its designees and agents in connection with the .info Registry Operator's service obligations to BR or third parties, or as otherwise deemed necessary by the .info Registry Operator; (ii) you will submit to proceedings commenced under the UDRP and, with respect to remaining "Sunrise Challenges", if any, the Sunrise Dispute Resolution Policy ("SDRP") (available at http://www.afilias.info/faq/sunrise-challenge.html ), as these may be modified from time to time; (iii) you will immediately correct and update the registration information for any domain name registered hereunder during the registration term for such registered domain name; and (iv) the .info Registry Operator will have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to your .info domain name registration, including, without limitation: (a) the ability or inability of a registrant to obtain a .info registered domain name, and (b) the results of any dispute over a .info domain name registration.
BR's ability to provide Services to you depends in part upon the provision of services by third parties, such as the .info Registry Operator. BR cannot control and will not be responsible for the actions or inactions of such third parties. For example, the .info Registry Operator has reserved the right to issue a Sunrise Challenge, at any time, to domain names that were registered during the .info Sunrise Period, all as described in more detail in the Dispute Resolution Section of the .info Registry Operator's website located at http://www.afilias.info/register/dispute_resolution / and the subparts thereof. You acknowledge and agree that BR shall not be liable to you or any other party in connection with claims, damages, losses, expenses or costs incurred or suffered by you as a result of actions taken or not taken by third parties, including, but not limited to, the .info Registry Operator.
The .info Registry Operator, and not BulkRegister, determines the dates and times associated with the various service periods available in the .info TLD. You agree to review and become familiar with the information available on the BulkRegister Website and on the .info website concerning the various periods and descriptions of services available in connection with .info TLD, and to regularly check for modifications and/or updates to such information, as the same may change from time to time. You agree that you are solely responsible for applying and/or registering for the service periods you desire to participate in. You acknowledge and agree that submission of an application for domain name registration or any other services (regardless of when submitted), does not guarantee that you will ultimately be the registrant for a particular domain name.
You agree that BR may, but is not obligated to, submit your registration application and/or information through another ICANN accredited registrar ("Third Party Registrar") if BR believes, in BR's sole discretion, that doing so will provide you with a better opportunity for successfully registering a .info domain name. Should BR's submission result in the registration of a .info domain name for you, you acknowledge and agree that you will also then be a customer of the Third Party Registrar through which your domain name is registered. If BR does submit your registration application and/or information through a Third Party Registrar, and a .info domain name is registered to you through that Third Party Registrar, you agree that in addition to your agreement with BulkRegister, you will be bound by the following terms and conditions in this Agreement with respect to the Third Party Registrar for so long as you are receiving registration services through that Third Party Registrar:
(a) Sections 1 through 17;
(b) Schedule A; and
(c) This Schedule.
You agree that BulkRegister shall have the right, but not the obligation, to submit a change of registrar request to the Third Party Registrar, if any, through which your domain name is registered to transfer the sponsorship of your domain name to BulkRegister at any time after the expiration of sixty (60) calendar days from the registration of the domain name, and you hereby authorize and direct BulkRegister to effect such a transfer if BulkRegister decides, in its sole discretion, that it wishes to effect such a transfer. You will not be required to pay any transfer or new service fees to affect the transfer.
SCHEDULE D TO SERVICES AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH .NAME TLD
In addition to the terms set forth in Sections 1 through 17 and Schedule A of this Agreement, the following terms shall apply to .name domain names.
You represent and warrant that every registration you are applying for in the .name TLD satisfies the eligibility requirements ("Eligibility Requirements") established by Global Name Registry Ltd., the registry for the .name TLD, which are available at the following URL: http://www.icann.org/tlds/agreements/name/registry-agmt-appl-03jul01.htm
You agree that every Service for which you register is subject to the UDRP and, to the extent it remains applicable, the Eligibility Requirements Dispute Resolution Policy (the "ERDRP"). Without limiting the foregoing, you agree that (i) every Defensive Registration is subject to challenge pursuant to the ERDRP; (ii) if a Defensive Registration is successfully challenged pursuant to the ERDRP, the Defensive Registration Holder will pay the challenge fees; (iii) if a challenge to a Defensive Registration is successful, the Defensive Registration will be subject to the procedures described in the ERDRP and the Eligibility Requirements including, without limitation, the cancellation of the Defensive Registration Holder's other Defensive Registrations. In the event the Defensive Registration Holder is unable to demonstrate the foregoing with respect to any Defensive Registration, the Defensive Registration will be cancelled.
In addition to the other limitations of liability contained herein, you agree that neither the .name registry nor BulkRegister shall have any liability of any kind for any loss or liability resulting from (i) the processing of registration requests for .name domains, including, without limitation, your ability or inability to obtain a Registered Name, a second-level domain e-mail address registration (an "SLD E-mail Address"), a Defensive Registration, or a NameWatch Registration using the services provided by BulkRegister or the .name registry; or (ii) any dispute over any Registered Name, SLD E-mail Address, Defensive Registration, or NameWatch Registration, including any dispute resolution proceeding related to any of the foregoing.
BR's ability to provide Services to you depends in part upon the provision of services by third parties, such as the .name registry. BR cannot control and will not be responsible for the actions or inactions of such third parties. You acknowledge and agree that BR shall not be liable to you or any other party in connection with claims, damages, losses, expenses or costs incurred or suffered by you as a result of actions taken or not taken by third parties, including, but not limited to, the .name registry.
SCHEDULE E TO SERVICES AGREEMENT
ADDITIONAL TERMS APPLICABLE TO REGISTRANTS OF DOMAIN NAMES IN CONNECTION WITH .PRO TLD
In addition to the terms set forth in Sections 1 through 17 and Schedule A of this Agreement, you acknowledge having read and understand and agree to be bound by, the terms and conditions of this Schedule, which are applicable to your .pro domain name registration, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:
a) You represent and warrant that the data provided in the Registered Name or Defensive Registration .pro application is true, correct, up to date, and complete; and that you will at all times during the term of its registration keep the information provided above up to date;
b) You represent and warrant that you satisfy the applicable .pro restrictions at the time of registration;
c) You represent and warrant that the registration satisfies the digital security requirements stated in Appendix L of the .pro Registry Agreement;
d) You agree to be subject to the Qualification Challenge Policy and the UDRP;
e) You agree not to make any representation to any person or entity that expressly or impliedly conveys that the registration of the domain name in any way signifies or indicates that you possess any general or specific professional qualifications, including, but not limited to, professional qualifications in a particular field;
f) You certify that you have the authority to enter into this Agreement;
g) For applications during the Sunrise Period for .pro domain names, you certify that the registration qualifies for a Sunrise Registration, as set forth in Appendix J of the Registry Agreement between BR and the .pro Registry Operator.
h) For Intellectual Property Defensive Registrations, including Sunrise Registrations, you agree to be subject to the Intellectual Property Challenge Defensive Registration Challenge Policy.
i) You agree to the use, copying, distribution, publication, modification and other processing of your personal data by the .pro Registry Operator and its designees and agents in a manner consistent with the purposes specified in this Schedule.
j) You acknowledge that the .pro Registry Operator will have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Sunrise Period including, without limitation: (i) the ability or inability of any registrant to obtain a .pro registration during this period, and (ii) the results of any dispute over a Sunrise Registration.
k) You acknowledge that BR reserves the right to reject any application to register a domain name for any reason or no reason, including but not limited to if either BR or the .pro Registry Operator reasonably believes the registration does not satisfy the conditions for a registration (including, without limitation, the Sunrise Registration conditions or .pro eligibility requirements).
You acknowledge having read, and understand and agree to be bound by, the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:
(i) The UDRP, available at http://www.icann.org/dndr/udrp/policy.htm
(ii) For registration agreements relating to Intellectual Property Defensive Registrations, including Sunrise Registrations: The
Intellectual Property Defensive Registration Challenge, available at http://www.registrypro.com/policies/eligibility.php ;
(iii) The Qualification Challenge Policy and Rules, available at http://www.icann.org/tlds/agreements/pro/registry-agmt-appm-30may03.htm ;
(iv) The .pro TLD restriction requirements, available at http://www.registrypro.com/policies/eligibility.php ;
(v) For registrations of Registered Names, the .pro TLD digital certification requirements, available at http://www.registrypro.com/policies/eligibility.php ; and
(vi) Procedures for any applicable Verification Toolkit. You represent and warrant that, at all times during the term of the .pro registration, you will meet the .pro registration requirements set forth by the .pro Registry Operator for the registration of your domain name. You are required to provide prompt notice to BR if you fail to meet such registration requirements. BulkRegister and/or Registry Operator shall have the right to immediately and without notice to you, suspend, cancel or modify your registration if, at any time, you fail to meet the registration requirements for such domain name or Defensive Registration.
You agree to indemnify, defend and hold harmless BulkRegister and the .pro Registry Operator, its subsidiaries, affiliates, divisions, shareholders, directors, officers, employees, accountants, attorneys, insurers, agents, predecessors, successors and assigns, from any and all claims, demands, losses, costs, expenses, causes of action or other liabilities of any kind, whether known or unknown, in any way arising out of, relating to, or otherwise in connection with the registration. This indemnification obligation survives the termination or expiration of the registration agreement.
SCHEDULE F TO SERVICES AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES
RELATING TO THE COUNTRY CODE TOP-LEVEL DOMAINS
(i) a presence in the country; (ii) an agent to act on a registrant's behalf; or
(iii) a registrant e-mail address of record,
you authorize and direct BR and/or the applicable registry administrator, to take any such action necessary to effect the domain name registration, subject to the limitation of liability and indemnity provisions contained in Section 8 and 9 of this Agreement.
SCHEDULE G TO SERVICES AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH .US TLD
In addition to the terms set forth in Sections 1 through 17 and Schedules A and F of this Agreement, the following terms shall apply to .us domain names.
You certify that you have and shall continue to have a lawful bona fide U.S. nexus, as required by the .us top-level domain ("TLD") administrator, NeuStar, Inc. (".us Registry"), and that you meet all of the .us nexus requirements (".us Nexus Requirements") set forth below (and as represented by you in the registration application information provided by you to BulkRegister). You must be (and you certify that you are) either:
A. A natural person (i) who is a United States citizen, (ii) a permanent resident of the United States of America or any of its possessions or territories, or (iii) whose primary place of domicile is in the United States of America or any of its possessions [Nexus Category 1]; or
B. An entity or organization that is (i) incorporated within one of the fifty (50) U.S. states, the District of Columbia, or any of the United States possessions or territories or (ii) organized or otherwise constituted under the laws of a state of the United States of America, the District of Columbia or any of its possessions or territories [Nexus Category 2]; or
C. An entity or organization (including a federal, state, or local government of the United States, or a political subdivision thereof) that has a bona fide presence in the United States of America or any of its possessions or territories [Nexus Category 3]. If you are claiming Nexus Category 3, you certify that you have a "bona fide presence in the United States" on the basis of real and substantial lawful contacts with, or lawful activities in, the United States of America.
You certify that the name servers listed by you in connection with your application for domain name registration services in the .us TLD are located within the United States.
You acknowledge and agree that it is your responsibility, through the registration process (and, if applicable, as required subsequent to your application), to provide the information necessary to satisfy the .us Nexus Requirements, and that a failure by you to satisfy the .us Nexus Requirements may result in, among other things, (i) the domain name application(s) being rejected by BulkRegister and/or the .us Registry, (ii) the domain name(s) being placed on "hold" by BulkRegister and/or the .us Registry, and/or (iii) the domain name(s) being deleted by BulkRegister and/or the .us Registry. Neither BulkRegister nor the .us Registry (nor any other entity or person) shall be liable to you for any actions or inactions of any of them resulting from your failure to provide all required .us Nexus Requirements information at the time of registration (or, where applicable, subsequent to registration), and none of them shall have any obligation to request or attempt to obtain from you additional information to establish your compliance with the .us Nexus Requirements, even if the need for such information is known by any of them.
You agree to be bound by the Nexus Dispute Policy ("NDP") administered by the .us Registry (or a third party designated by the .us Registry), which policy and its applicable forms are located on the .us Registry's website at the URL: www.neustar.com . You agree to abide by all decisions rendered by the .us Registry (or its third party designee) in connection with the NDP.
You agree that you are bound by the United States Dispute Resolution Policy set forth on the .us Registry's website at the URL: www.neustar.com
BR's ability to provide Services to you depends in part upon the provision of services by third parties, such as the .us Registry. BR cannot control and will not be responsible for the actions or inactions of such third parties. You acknowledge and agree that BR shall not be liable to you or any other party in connection with claims, damages, losses, expenses or costs incurred or suffered by you as a result of actions taken or not taken by third parties, including, but not limited to, the .us Registry (for example, the .us Registry reserves the right to deny, delete, transfer or freeze any domain name registration for a variety of reasons, none of which BulkRegister can control).
Without limiting the other provisions of the Agreement, your willful or grossly negligent provision of inaccurate or unreliable information, or your willful or grossly negligent failure promptly to update information provided to BulkRegister, shall constitute a material breach of this Agreement and shall be a basis for cancellation of the domain name(s) applied for hereunder.
You acknowledge and agree that
BulkRegister will be submitting your .us domain name application(s) to the .us Registry through Neustar, and that all applications submitted by you hereunder (except for Sunrise applications, where applicable) will be submitted by BulkRegister on or after the date upon which the .us Registry goes live.
The .kids.us domain was established by the U.S. government to provide a trusted secure online space for children 13 and under. To apply for a .kids.us domain name, you must meet the Nexus Requirements set forth above.
In order to maintain a .kids.us domain, the content you post must be "kid-friendly," which means that it cannot include any mature content or pornography, inappropriate language, violence, hate speech, references to drugs, alcohol or tobacco, gambling, weapons or other unsuitable subject matter. In addition, .kids.us web sites will not be permitted to enable two-way or multi-user interactive services or links to URLs outside of the .kids.us domain.
To ensure compliance with the Dot Kids Implementation and Efficiency Act and other applicable laws, a "Content Manager" has been established by NeuStar and the National Telecommunications and Information Administration ("NITA") to promulgate rules and policies for reviewing content on .kids.us web sites. At this time, any content must initially be approved by the Content Manager before it may reside on the .kids.us domain. Once the website is live, the Content Manager will review the content periodically to check compliance with the restrictions on prohibited subject matter. If there is an alleged violation, the domain operator may have an opportunity to correct the problem or undergo an additional review. If the offense is severe, the Content Manager may immediately remove the website, pending further review.
This Schedule describes the expected minimum levels of service ("Minimum Service Levels") to be met by BR with respect to certain of the Services including, but not limited to, the Domain Name and DNS Services, with respect to the Premium, Premium Plus and Premium Legal Levels of Membership Services. BR will meet or exceed the Minimum Service Levels set forth below, which Minimum Service Levels shall constitute a baseline for the performance of the Services by BR.
The Services shall be available ("Service Availability") for your use through Internet access to BR's Services platform on the BulkRegister Website 99.9% of the time during each calendar month of the Term pursuant to the terms of this Schedule ("Availability Guarantee"), less planned or scheduled outages and emergency maintenance, and subject to the exceptions set forth below. Service Availability is defined as the time, in minutes, that the Services are operational and responding to user's queries in a commercially reasonable time during a calendar month.
BulkRegister shall provide 24 x 7 (24 hours a day, 7 days a week) telephone support and shall respond to e-mail inquiries from Customer within 8 hours of receipt of the inquiry, subject to the exceptions set forth below, and provided that Customer follows the applicable premium support protocols as set forth on the BulkRegister Website from time to time.
BulkRegister's domain name locking functionality shall be operational 100% of the time, subject to the exceptions set forth below, and provided that Customer has properly set up its particular locking feature.
The Premium Plus Membership Level shall receive Managed Domain Service availability 99.9% of the time during each calendar month, less planned or scheduled outages and emergency maintenance, and subject to the exceptions set forth below.
The Premium Plus Membership Level shall receive a Dedicated Account Manager. Premium Plus Members may also upgrade for an additional fee to the optional silver or gold levels of MAS account management support, which are available during week days (excluding holidays) from 9:00 a.m. to 5:00 p.m., eastern time for silver level, and 24 x 7 for gold level.
BulkRegister reserves the right to conduct scheduled maintenance services or planned outages during either the registry maintenance window on the third Saturday of each month at 8:00 p.m. until 1:00 a.m., eastern time, on the following Sunday or during BulkRegister's regular maintenance window from 2:00 a.m. to 6:00 a.m. each night, eastern time, at BulkRegister's facility ("Maintenance"). Customers may opt in to receive courtesy reminder email notices 24 hours in advance of scheduled Maintenance. Scheduled Maintenance notices will also be published on the Member portion of the BulkRegister Website. BulkRegister may be unable to provide any advance notice in the event of unplanned or emergency maintenance or outages.
This Schedule shall be reviewed periodically by BulkRegister and may be modified or terminated by BulkRegister at any time upon notice to Customer.
If BulkRegister fails to meet a defined Minimum Service Level during the term of this Schedule, as Customer's sole remedy, Customer shall be entitled to receive a credit of $25.00 per instance as liquidated damages; provided, that, in no event will the total credits provided to any Customer for all instances during a Customer's annual membership term exceed the Customer's Annual Membership Fee for the applicable Services. Notwithstanding anything to the contrary, following payment of any credit to Customer, BulkRegister reserves the right to terminate this Agreement without penalty by providing written notice to Customer.
BulkRegister shall not be responsible for the failure to meet a Minimum Service Level (and no credit shall be owed) if the failure is caused by or results from: (a) the breach of the Agreement or any Schedule thereto by Customer; (b) the acts or omissions of Customer or its employees or agents, negligent or otherwise; (c) equipment malfunction of Customer, a third party supplier or BulkRegister, provided said equipment of BulkRegister has been maintained by BulkRegister in accordance with the terms of the Agreement; (d) failure or lack of availability of service by or from Customer's Internet service provider; or (e) any force majeure event as defined in Section 15 of the Agreement. The credits specified herein shall be Customer's sole and exclusive remedy with respect to the failure to meet a Minimum Service Level. In the event that a Minimum Service Level is not met and BulkRegister determines in its reasonable judgment that such inability was not as a result of any of the foregoing exceptions, BulkRegister will, upon written request from Customer, issue the credit owed hereunder.
DNS AND RELATED SERVICES
In addition to the terms and conditions set forth in Sections 1 through 17 of this Agreement, the following terms and conditions apply to BulkRegister's Domain Name System ("DNS") Services, including URL forwarding, email forwarding, cloaking, customizable default parking, MX record management and other DNS Services which may be offered from time to time by BulkRegister directly or through one or more contract service providers (the "Contract Service Providers" or "CSPs").
Additional terms, conditions, rules and notices set forth in BulkRegister's DNS Service Policies (the "DNS Policies") apply to the DNS Services and can be accessed at http://bulkregister.com/dnsTerms.html . The DNS Policies are hereby incorporated by reference into this Agreement. The DNS Services are offered to you conditioned on your acceptance without modification of the terms and conditions contained herein and of the DNS Policies, and your compliance with all such terms, conditions and DNS Policies. You understand that BulkRegister does not provide hosting services for your website, and that you may need to make separate arrangements with a hosting company in addition to the Services provided hereunder. You further acknowledge and agree that you may use DNS Services to link your domain name to or forward to a Web address, but you may not use DNS Services for unlawful purposes, in violation of any applicable laws or regulations or the DNS Policies, or for the forwarding of a domain name not registered in your name, or the forwarding to an invalid forward to address.
The term of your initial subscription for DNS Services is for a period of one (1) year from the Access Date (as hereinafter defined). At least ten (10) days prior to the expiration of the initial term and any renewal term, BR will provide you with an opportunity to renew the DNS Services for an additional renewal term of one (1) year, which shall commence upon receipt by BulkRegister of all applicable fees (as provided on the BulkRegister Website) and shall be governed by this Agreement, including the terms and conditions of this Schedule and the DNS Policies in effect at the time of renewal. BulkRegister shall use its commercially reasonable efforts to enable Customer to commence access to the Services for which Customer has properly registered on the soonest reasonably practicable date (the "Access Date") following proper completion by Customer of registration. Notwithstanding the foregoing, neither BulkRegister nor any CSPs will be responsible or liable for any delay in the Access Date for any reason, including, without limitation, equipment delays, telephonic service delays, or any other reason, and Customer's sole remedy for any such delay shall be to cancel the Services, whereupon Customer will be entitled to a refund of any portion of the fee for the current term which has not been used for costs, expenses or set up services, as determined by BulkRegister in its sole discretion.
Initial fees will be due and payable upon the establishment of a DNS account. Yearly renewal fees will be due and payable thirty (30) days in advance of the renewal date, unless otherwise specifically provided in writing by BulkRegister. Customer is responsible for paying all applicable taxes relating to the use of the DNS Services, for all use of the DNS Service accessed through Customer's account, and for all usage charges accrued thereunder whether or not they are authorized by the Customer. In the event of unauthorized access to the Customer's account, Customer must promptly notify BulkRegister. Customer will remain responsible for all charges to Customer's account until BulkRegister is so notified and has had a reasonable opportunity to cancel access to the account. BulkRegister may suspend any DNS Services until all payments are made or cancel any DNS Services for which fees have not been paid within ten (10) days of the date due.
BulkRegister offers you the capability to forward website users or visitors who type in a specific domain name to another domain name designated by you through BulkRegister's URL forwarding Service. You represent and warrant that you have the necessary rights to use the URL forwarding Service to forward, point, alias or resolve domain name(s) to the other domain name designated by you in ordering such services. You agree that BulkRegister, in responding to a third party complaint or for any other reason, has the right, in BulkRegister's sole discretion, to suspend or terminate your URL forwarding Service without notice and with no obligation to refund fees paid if BulkRegister determines that the URL forwarding Service is being used to forward users to a website or URL that is unsuitable or is being used for any unlawful or harmful purpose, as determined in BulkRegister's sole discretion. The following conduct is prohibited on any website used for BR's URL forwarding Services:
a. the uploading, posting or otherwise transmitting of any User content on websites that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. the impersonation of any person or entity, including, but not limited to, a BulkRegister or CSPs official, forum leader, guide or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
c. the forgery of any headers or other manipulation of identifiers in order to disguise the origin of any User website transmitted through the DNS Service or the development of restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
d. the uploading, posting or other transmittal of any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
e. the uploading, posting or other transmittal of any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
f. the uploading, posting or other transmittal of any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
g. the uploading, posting or other transmittal of any content that
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h. disrupting the normal flow of dialogue, causing a screen to "scroll" faster than other users of BulkRegister's Services are able to type, or otherwise acting in a manner that negatively affects other users' ability to engage in real time exchanges;
i. intentionally or unintentionally violating any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
j. "stalking" or otherwise harassing another;
k. collecting or storing personal data about other users without their express permission;
l. promoting or providing instructional information about illegal activities, promoting physical harm or injury against any group or individual, or promoting any act of cruelty to animals (including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites);
m. exporting software or technical information in violation of U.S. export control laws;
n. attempting to access the accounts of others, or attempting to penetrate security measures of BulkRegister or other entities' systems ("hacking"), whether or not the intrusion results in corruption or loss of data;
o. sending of the same or substantially similar unsolicited electronic mail messages, whether commercial or not, to a large number of recipients (including the sending of unsolicited mass mailings from another service that in any way implicates the use of BulkRegister's Service, BulkRegister's equipment or any BulkRegister electronic mail address);
p. posting any MP3 format files;
q. installation of 'auto-responders', 'cancel-bots' or similar automated or manual routines that generate excessive amounts of net traffic, or disrupt net newsgroups or email use by others; or
r. any resale or any exploitation for any commercial purposes of any of the Services, including but not limited to, the DNS Services, by any and all means unless approved in advance in writing by BulkRegister.
(i) BulkRegister, either directly or through one or more of its CSPs, will use its commercially reasonable efforts to provide the DNS Services in accordance with industry standards. BulkRegister will make a good faith adjustment (as determined by BulkRegister in its sole discretion) to any amount paid or payable by the Customer for the use of the DNS Services in the event of a failure of the DNS Services which renders the DNS Services unusable for a period in excess of 36 hours in any 30 day period, unless (and to the extent) caused by or resulting from acts or omissions of Customer or its Internet service provider or based upon acts or conditions beyond BulkRegister's reasonable control, including without limitation any force majeure events listed in Section 15 of this Agreement. Such adjustment will be available, however, only if Customer reports any such problems to BulkRegister at firstname.lastname@example.org promptly (and in any event within 48 hours) upon discovery and requests such an adjustment within five (5) business days following any such failure. Notwithstanding any other provision of this Agreement, in no event shall BulkRegister's liability hereunder, or the liability of any CSP, exceed for any reason the amount paid by Customer to BulkRegister for the DNS Services during the most recent term.
(ii) YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF THE DNS SERVICES IS ENTIRELY AT YOUR OWN RISK. THE DNS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CUSTOMER ACKNOWLEDGES THAT NEITHER BULKREGISTER NOR ITS CSPs HAVE MADE ANY REPRESENTATIONS OR WARRANTIES HEREUNDER OR IN CONNECTION WITH THE DNS SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, RELIABILITY OR FUNCTIONALITY OF THE DNS SERVICES OR THAT THE DNS SERVICES WILL BE AVAILABLE OR ACCESSIBLE ON A CONTINUOUS BASIS OR THAT SUCH ACCESSIBILITY WILL NOT BE LIMITED OR INTERRUPTED FROM TIME TO TIME. BULKREGISTER AND ITS CSPs SPECIFICALLY DISCLAIM ANY SUCH REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND OF NON-INFRINGEMENT.
(iii) CUSTOMER ACKNOWLEDGES THAT NEITHER BULKREGISTER NOR ANY OF ITS CSPS SHALL BE LIABLE OR RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE AND OTHER INDIRECT DAMAGES, INCLUDING LOST PROFITS OR SIMILAR ECONOMIC DAMAGES OF ANY TYPE OR NATURE, EVEN IF BULKREGISTER OR ITS CSPS HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT ITS SOLE REMEDY FOR ANY SUCH FAILURE IS THE ADJUSTMENT PROVIDED IN THE SECOND SENTENCE OF SECTION 5(I) HEREOF. Customer further acknowledges that BulkRegister does not monitor or review any of the Customer Material (as hereinafter defined) in the ordinary course of its business. However, Customer agrees that BulkRegister or any of its CSPs may, upon receipt of a complaint with respect to any Customer Material, or any other reason, take such measures as BulkRegister deems necessary or desirable to prevent such Customer Material from being accessible through the DNS Services. Notwithstanding the foregoing, it is understood that BulkRegister shall have no obligation to prevent such access and no liability to Customer or any third party for preventing access, or for failing to prevent access, to any Customer Material. You agree and acknowledge that you are fully responsible for your actions and for your and your customers' websites, including, but not limited to, any content located on or linked to, or any opinions or views expressed in, such websites. You further agree and acknowledge that BulkRegister may cancel or delete any domain name forwarded to any such websites or any portion thereof that BulkRegister deems unacceptable for any reason, and may suspend or cancel your access to and use of the DNS Service for any violation of the terms and conditions in this Agreement, in BulkRegister's sole discretion, and without prior notice to you. You further agree and acknowledge that BulkRegister is not responsible for any damage, cost or expense caused by or resulting from loss of access to, or deletion or alteration of such websites.
(i) Customer represents and warrants that any material which Customer, directly or through others, places on a website or uses in connection with the DNS Services, with or without Customer's authority, or on the Internet and/or the Web through the DNS Services, including Customer's domain name(s) (collectively, the "Customer Material") will not (a) violate the rights of any third party, including but not limited to any third party patent, copyright, trade secret, trademark, service mark or other intellectual property rights, and will not give rise to any claim of such violation; (b) violate any federal, state or local law, rule or regulation of any type or nature (civil or criminal), including without limitation, laws with respect to obscenity, indecency, harassment, and export controls; or (c) contain or transmit any software disabling devices or internal controls including, without limitation, time bombs, viruses or the like. Neither BulkRegister nor its CSPs warrant or review the accuracy of any DNS or other information related to the Services.
(ii) By using BR's DNS Services, Customer represents and warrants to BR and its CSPs that Customer (a) owns the zones Customer is registering, (b) is using resources that Customer has the right to use in this manner (for example, IP address space), (c) is not using resources that it does not have the right to use, (d) will not violate and is not violating any applicable local, state, federal or international laws and regulations, including without limitation laws protecting intellectual property in all forms (e.g., copyrights, trademarks, patents and trade secrets), and, if such violations occur, these violations are the sole responsibility of the Customer and not BR or its CSPs; and (e) has completely and properly completed the Member Registration Form, and all information provided by or relating to Customer therein is true, correct and complete in all respects.
(iii) Customer shall indemnify and hold BulkRegister and its CSPs, and their respective employees, agents, shareholders, officers, directors and successors and assigns, harmless from and against, and shall defend them from, any and all claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses and settlement costs, collectively, "Damages") arising out of any breach by Customer of any of the representations, warrantees or agreements set forth in the Member Registration Form or this Agreement, including these terms and conditions or any DNS Policies.
(iv) Customer agrees to comply with the DNS Policies with respect to the DNS Services, as such policies may be modified from time to time. Zones which are used by email or usenet "spammers" may be discontinued immediately, at BulkRegister's option, without refund and without notice. Parties who receive unsolicited email ("spam") via BR's resources, or because of the use of BR's resources, are encouraged to send email to BR at email@example.com and to copy the Federal Trade Commission's spam hotline at firstname.lastname@example.org . BR reminds Customer that spamming is in violation of BR's policies.
BulkRegister may, at its option, terminate this Agreement and Customer's right to use the DNS Services at any time without cause by sending notice to Customer and refunding the unused, pro-rated portion of the current term's fees for the DNS Services so terminated. BulkRegister may also terminate the term and Customer's right to use the DNS Services immediately without prior notice upon any breach of this Agreement, including these DNS terms and conditions and the DNS Policies, b y Customer, and Customer shall not be entitled to any refund in connection with any such termination for cause. Customer may terminate this Agreement at any time by giving written notice to BulkRegister, but shall not be entitled to any refund of amounts paid or incurred prior to delivery of such notice of termination. Under no circumstances will any termination of this Agreement by either party result in a refund exceeding the unused portion of any fees paid to BulkRegister.
BulkRegister may modify the terms and conditions in this Schedule or DNS Service fees and may discontinue or revise any and all other aspects of the DNS Services, including but not limited to the DNS Service Policies, in BulkRegister's sole discretion upon thirty (30) days notice to Customer, which may be effected by posting on the BulkRegister Website. Customer shall be deemed to have accepted any such changes or modifications by continuing to use the Services following such thirty (30) day period.