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This Registration Agreement 4.1 ("Agreement")
sets forth the terms and conditions agreed to between you (the "Registrant"),
Random Orbits Design (BulkRegister "Agent") and BulkRegister,
a Maryland corporation (the "Registrar", "we" or "us"), relating
to the registration of one or more Second Level Domain name(s) ("SLD
name(s)") ending in the .com, .net, .org, .biz, .info, .name, .us
or other Top Level Domains. We are a registrar accredited by the
Internet Corporation for Assigned Names and Numbers ("ICANN") pursuant
to an accreditation agreement between us and ICANN ("ICANN Agreement").
By registering any SLD name with us on or after February 1, 2002
(whether directly or through your agent, or as an agent for another
person or entity), you agree, for yourself and, if acting as an
agent, on behalf of your principal, to be bound by the terms and
conditions of this Registration Agreement 4.1 with respect to all
SLD names registered with us, including those SLD names previously
registered with us under prior versions of our Registration Agreement.
To complete the registration process, you must
read and agree to be bound by all terms and conditions of this Agreement,
the accompanying fee schedule and dispute policy, and any rules
or policies of general applicability that are or may be posted by
us on our website from time to time. You acknowledge that we may
modify this Agreement to the extent necessary to comply with applicable
law or the ICANN Agreement, any ICANN Consensus Policy or code of
conduct or other policies adopted or requirements imposed by ICANN
or the administrator of the Registry, currently Verisign, Inc. for
.com, .net, .org, & cc, Neulevel, Inc. for .biz & .us, GNR Global
Name Registry for .name, and Afilias, Inc. for .info - (the "Registry
Administrator"), as in effect from time to time (collectively referred
to as "ICANN/Registry Policy").
1. Fees.
As consideration for the SLD name registration
services provided by us, you agree to pay all initial registration
fees and applicable renewal fees with respect to each SLD name registered
in US Dollars at the time of registration or renewal. If you do
not pay any initial fees or renewal fees when due or your credit
card charge is not accepted for any reason within three (3) business
days after any initial fee is due or within seven business days
after any renewal fee is due, or in the event of any chargeback
of any payment at any time, we will have the right to immediately
cancel all SLD names for which payment was not received, without
further notice. In the case of renewals, we will send an e-mail
to the address of the billing contact then set forth in the WhoIS
directory with respect to the SLD name eligible for renewal, and
it shall be your responsibility to ensure that all such fees are
paid prior to the expiration of the term of registration of each
SLD name you wish to renew. You agree that we shall have no liability
whatsoever with respect to any such cancellation. We reserve the
right to adjust our registration and renewal fees prospectively
upon fifteen (15) calendar days prior notice.
2. Term; Registration
Period.
The term of this Agreement, as in effect from
time to time, will extend through and continue in force at any time
during which you have any SLD name registered through us. At your
discretion, we will register each SLD name for a period of one (1)
to ten (10) years for .com, .net and .org, & .us or for a period
of two (2) to ten (10) years for .biz & .info or for a period of
one (1), two (2), or ten (10) years for .name from the initial registration
date or, if applicable, the previous registration date for such
SLD name.
3. SLD Name Dispute
Policy.
You agree to be bound by our
Domain Name Dispute Policy
("Dispute Policy") which is incorporated
into this Agreement by reference, as in effect from time to time.
The Dispute Policy can be found at
http://www.randomorbits.com/dispute.html.
Any disputes regarding the right to use your SLD name will be subject
to the Dispute Policy. We may modify the Dispute Policy in our sole
discretion at any time in accordance with the ICANN Agreement or
any ICANN/Registry Policy. Your continued use of our registration
services after modification to the Dispute Policy becomes effective
constitutes your acceptance of those modifications. If you do not
agree to such a modification, you may request that your SLD name
be cancelled or transferred to another registrar. You agree that
you will be subject to the provisions specified in the Dispute Policy
in effect at the time your SLD name is challenged by a third party,
including but not limited to (i) any applicable restrictions on
your ability to change registrars with respect to an SLD name subject
to a dispute or to transfer an SLD name subject to a dispute to
a new holder; and (ii) our ability to cancel any such transfers
while a dispute is pending. While any dispute or litigation is pending,
we may not allow you to make changes to such SLD record until (i)
we are directed to do so by the judicial or administrative body,
or (ii) we receive notification by you and the other party contesting
your registration and use of our SLD 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 our SLD name registration services, we may deposit control of
your SLD name record into the registry of the judicial body by supplying
a party with a registrar certificate from us. No refunds will be
provided for names deleted or transferred pursuant to this section.
You agree that at such time as we receive a properly authenticated
order from a court of competent jurisdiction, or arbitration award,
requiring the cancellation, suspension, transfer or modification
of any SLD name registration, we shall have the right in our sole
discretion to cancel, suspend (e.g. registrar lock or hold), transfer
or otherwise modify any SLD name registration(s).
4. Registration Data.
4.1. Provision of Registration Data. As part
of the registration process, you are required to provide us with
certain information and to update this information to keep it current,
complete and accurate. This information includes (i) your full name,
postal address, e-mail address, voice telephone number, and fax
number if available; (ii) the name of an authorized person for contact
purposes in the case of a registrant that is an organization, association,
or corporation; (iii) the IP addresses of the primary nameserver
and any secondary nameserver(s) for the SLD name; (iv) the corresponding
names of those nameservers; (v) the full name, postal address, e-mail
address, voice telephone number, and fax number if available of
the technical contact for the SLD name; (vi) the full name, postal
address, e-mail address, voice telephone number, and fax number
if available of the administrative contact for the SLD name; (vii)
the name, postal address, e-mail address, voice telephone number,
and fax number if available of the billing contact for the SLD name;
and (viii) any remark concerning the registered SLD name that should
appear in the Whois directory. You agree and understand that the
foregoing registration data will be publicly available and accessible
on the Whois directory as required by ICANN/Registry Policy and
may be sold in bulk in accordance with the ICANN Agreement.
4.2. Inaccurate or Unreliable Data. Your willful
provision of inaccurate or unreliable information, your willful
failure promptly to update information provided to us, or any failure
to respond for over five calendar days to our inquiries addressed
to the e-mail address of the administrative, billing or technical
contact then appearing in the Whois directory with respect to an
SLD name concerning the accuracy of contact details associated with
any registration(s) or the registration of any SLD name(s) registered
by or through you or your account, shall constitute a breach of
this Agreement. Any information collected by us concerning an identified
or identifiable natural person ("Personal Data") will be used in
connection with the registration of your SLD name(s) and for the
purposes of this Agreement and as required or permitted by the ICANN
Agreement or any ICANN/Registry Policy.
4.3. Use of Registration Data. You acknowledge
that we will make some of the information that you provide during
the registration process publicly available as required by ICANN.
Additionally, you acknowledge that ICANN or the Registry may impose
guidelines, limits and/or requirements that relate to the amount
and type of information that we may or must make available to the
public or to private entities. You may request a copy of your information
in our possession to review, modify or update such information by
contacting us by e-mail at domains@randomorbits.com.
We agree that we will not process any Personal Data collected from
you, if any, in a way that is incompatible with the purposes and
other limitations set forth in this Agreement. We agree that we
will take reasonable precautions to protect Personal Data collected,
if any, from loss, misuse, unauthorized access or disclosure, alteration
or destruction.
4.4. Disclosure of Use of Data. If you engage
in the reselling of SLD name(s), you covenant, represent and warrant
that you have provided, or will provide, to any third party individuals
whose Personal Data you have obtained, the same information about
use of those details as are set out in this Section 4 or as may
be reasonably required by us pursuant to any ICANN/Registry Policy
now or hereafter adopted, and that the third parties individually
have consented, or will consent, to use of their personal data.
5. License of SLD Names.
If you license use of an SLD name to a third
party, you remain the holder of record, and you acknowledge that
you remain responsible for providing and updating your own full
contact information and for providing and updating accurate technical,
administrative, and billing contact and other information in accordance
with this Agreement. You are also required to collect and submit
end-user supplied Registrant and Administrative Contact data for
each domain name registration made on behalf of an end-user. It
is not acceptable for a BulkRegister Reseller to list themselves
as the Registrant and Administrative Contact on domain name registrations
made on behalf of end-users. If you license use of an SLD name,
you shall accept liability for harm caused by wrongful use of the
SLD name, unless you promptly disclose the identity of the licensee
to the party providing you reasonable evidence of actionable harm.
6. Change of SLD Holder; Reselling Activities.
The provisions of this Section 6 shall
apply to you unless you have entered into a separate Registration
Services Agreement, in which case the Registration Services Agreement
shall apply to you.
6.1. Change of SLD
Holder Procedure. If you transfer any SLD name, you agree
to abide by the policies and procedures relating to transfer of
SLD names as may be adopted by us 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 recordkeeping obligations
on you. Such policy and procedure may require you upon such transfer
to relinquish all control over the SLD name transferred.
6.2. Required and
Prohibited Reselling Practices. You agree to inform any person
or entity registering an SLD name with us through you or your account
(each your "Customer" and collectively, your "Customers") that they
are registering their SLD name through us, an ICANN accredited registrar.
You shall not represent, directly or by implication, that you are
a registrar or have direct or superior access to the Registry or
that you are a registrar or accredited or otherwise affiliated with
ICANN, and you agree not to employ or display the ICANN mark or
logo on your web site or any materials used by you in your business.
6.3. Recordkeeping
Requirements. You agree to obtain evidence of each Customer's
assent to the then current Registration Agreement electronically
(e.g. by "click") or by hardcopy signature, and to retain for a
period 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 do not conflict in any manner
with the provisions of the Registration Agreement or any ICANN Policy.
6.4. 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' SLD names so that our database
contains accurate, current and reliable registration data with respect
to your Customers' SLD names. You understand and acknowledge that
your failure to make any modifications to any information with respect
to your Customer's SLD name(s) in accordance with the written instructions
of such Customer(s) within ten (10) 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 Customer relating to the
registration of SLD names with us and to provide us with the same
upon request. Your willful provision of inaccurate or unreliable
information concerning your Customer's SLD name(s), or your willful
failure to promptly update or correct your Customer's registration
data, or your failure to respond to our or any of your Customer's
inquiries or requests concerning the accuracy or content of any
registration data for over ten (10) business days shall constitute
a breach of this Agreement.
7. Policies Regarding
Use of Our Services.
7.1. Suspension, Cancellation or Transfer of
SLD Name. You agree that your ability to use our registration services
is subject to termination or suspension, and your ability to register
or modify any particular SLD name is subject to suspension, cancellation,
or transfer (i) at any time pursuant to any ICANN/Registry Policy
now in effect or hereafter adopted, (ii) to correct mistakes by
us, another accredited registrar or the Registry in registering
SLD name(s), including but not limited to the correction of erroneous
or inadvertent deletions of SLD names, or in connection with the
resolution of disputes in accordance with the Dispute Policy, or
(iii) in the event of any breach of any representation, warranty,
agreement or other provision of this Agreement, upon e-mail notice
of such breach and the expiration of a fifteen (15) calendar day
cure period.
7.2. Limitations on Use of Services. You agree
not to use our services or website or permit any person or entity
through you to use our services or website for (i) the transmission
of unsolicited, commercial e-mail (spam); or (ii) high volume, automated,
electronic processes that apply to the Registry for large numbers
of SLD names, except as reasonably necessary to register SLD names
or modify existing registrations; or (iii) high volume, automated,
electronic, repetitive queries except as reasonably necessary to
register SLD names or modify existing registrations.
8. Use of Agents.
You agree that, if your agent (e.g., an Internet Service Provider,
employee, etc.) purchased our service(s) on your behalf, you are
nonetheless bound as a principal by all terms and conditions herein,
including the Dispute Policy. Your continued use of our services
shall ratify any unauthorized actions of your agent. By acting on
your behalf, your agent certifies that he, she or it is authorized
to apply for our services on your behalf, that he, she or it is
authorized to bind you to the terms and conditions of this Agreement
and that he, she or it has apprised you of the terms and conditions
of this Agreement. In addition, you are responsible for any errors
made by your agent. We will not refund fees paid by you or your
agent on your behalf for any reason, including, but not limited
to, in the event that your agent fails to comply with the terms
and conditions of this Agreement, your agent incorrectly provides
information in the application process or if your agent changes
or otherwise modifies your SLD name record incorrectly.
9. SLD Name Transfers
Between Sponsoring Registrars. You agree that you may change
sponsoring registrars for any existing SLD name only in accordance
with ICANN/Registry Policy and further agree that you may not change
sponsoring registrars with respect to any SLD name for a period
of sixty (60) calendar days after registration of such SLD name
with us. In connection with any transfer by you of SLD name(s) from
one registrar (the "Losing Registrar") to us:
9.1. You represent and warrant that (i) you
are either the SLD Holder, the administrative contact or the technical
contact with respect to the SLD name(s) being transferred; and (ii)
if transferring an SLD name on behalf of a Customer, you have been
granted the authority by such Customer to effect each such transfer.
9.2. To initiate a transfer of sponsoring registrars
from a Losing Registrar to us, you shall notify us of the SLD name(s)
you wish to transfer to us and we will, upon receipt of such transfer
request, forward to you a Confirmation of Transfer. You agree to
confirm the accuracy of the Confirmation of Transfer and assent
to the Confirmation of Transfer before being permitted to continue.
9.3. We will effect the proposed transfer of
sponsoring registrars from the Losing Registrar only after the following
conditions have been met:
(i) We have received evidence of your assent
to the Confirmation of Transfer and all transfer fees associated
with the transfer(s) have been paid in full; and
(ii) If the transfer involves an SLD name held
by an SLD Holder other than you and we have notified such SLD Holder
via the Administrative Contact of the proposed transfer and provided
such Administrative Contact with a period of time to confirm or
object to such transfer, not to exceed 10 business days, such waiting
period shall have expired or the express consent of such Administrative
Contact shall have been obtained.
9.4. You agree and understand that we will
effect the registration using the registration data on file with
the Losing Registrar immediately prior to transfer, and understand
that we may, at our discretion, limit your ability to make post-transfer
changes to registration data for a reasonable period of time following
transfer, not to exceed 15 business days.
9.5. When we make a request to the Losing Registrar
(via the Registry) to transfer an SLD name registration to us from
the Losing Registrar, you agree to pay us the applicable fee(s)
as then in effect with respect to such transfer and agree to comply
with the Verisign Change in Registrar Policy.
The Following Paragraphs(10 through 13) Apply
to .Biz Domain Registrations
10. BIZ RESTRICTIONS.
Registrations in the .biz TLD must be used or intended to be used
primarily for bona fide business or commercial purposes. For purposes
of the .biz Registration Restrictions ("Restrictions"), "bona fide
business or commercial use" shall mean the bona fide use or bona
fide intent to use the domain name or any content, software, materials,
graphics or other information thereon, to permit Internet users
to access one or more host computers through the DNS:
(a) To exchange goods, services, or property
of any kind; (b) In the ordinary course of trade or business; or
(c) To facilitate (i) the exchange of goods, services, information,
or property of any kind; or, (ii) the ordinary course of trade or
business.
Registering a domain name solely for the purposes
of (1) selling, trading or leasing the domain name for compensation,
or (2) the unsolicited offering to sell, trade or lease the domain
name for compensation shall not constitute a "bona fide business
or commercial use" of that domain name.
11. BIZ CERTIFICATION.
As a .biz domain name registrant, you hereby certify to the best
of your knowledge that:
(a) The registered domain name will be used
primarily for bona fide business or commercial purposes and not
(i) exclusively for personal use; or (ii) solely for the purposes
of (1) selling, trading or leasing the domain name for compensation,
or (2) the unsolicited offering to sell, trade or lease the domain
name for compensation. For more information on the .biz restrictions,
which are incorporated herein by reference, please see:
http://www.neulevel.com/countdown/registrationRestrictions.html
(b) The domain name registrant has the authority
to enter into the registration agreement; and
(c) The registered domain name is reasonably
related to the registrant's business or intended commercial purpose
at the time of registration.
12. DOMAIN NAME DISPUTE
POLICY. If you reserved or registered a .biz domain name
through us, you agree to be bound by our current domain name dispute
policy that is incorporated herein and made a part of this Agreement
by reference. Please take the time to familiarize yourself with
that policy. In addition, you hereby acknowledge that you have 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 Uniform Domain Name Dispute Resolution
Policy, available at http://www.icann.org/udrp/udrp.htm.
(ii) The Start-up Trademark Opposition Policy
("STOP"), available at http://www.neulevel.com/countdown/stop.html;
and
(iii) The Restrictions Dispute Resolution Criteria
and Rules, available at http://www.neulevel.com/countdown/rdrp.html.
The STOP sets forth the terms and conditions
in connection with a dispute between a registrant of a .biz domain
name ("Registrant") with any third party (other than Registry Operator
or Registrar) over the registration or use of a .biz domain name
registered by Registrant that is subject to the Intellectual Property
Claim Service. The Intellectual Property Claim Service a service
introduced by Registry Operator to notify a trademark or service
mark holder ("Claimant") that a second-level domain name has been
registered in which that Claimant claims intellectual property rights.
In accordance with the STOP and its associated Rules, those Claimants
will have the right to challenge registrations through independent
ICANN-accredited dispute resolution providers.
The UDRP sets forth the terms and conditions
in connection with a dispute between a Registrant and any party
other than the Registry Operator or Registrar over the registration
and use of an Internet domain name registered by Registrant.
The RDRP sets forth the terms under which any
allegation that a domain name is not used primarily for business
or commercial purposes shall be enforced on a case-by-case, fact
specific basis by an independent ICANN-accredited dispute provider.
None of the violations of the Restrictions will be enforced directly
by or through Registry Operator. Registry Operator will not review,
monitor, or otherwise verify that any particular domain name is
being used primarily for business or commercial purposes or that
a domain name is being used in compliance with the SUDRP or UDRP
processes.
13. RESERVATION OF
RIGHTS. BulkRegister and the .biz Registry Operator,
NeuLevel, Inc. expressly reserve the right to deny, cancel or transfer
any registration that it deems necessary, in its discretion, to
protect the integrity and stability of the registry, to comply with
any applicable laws, government rules or requirements, requests
of law enforcement, in compliance with any dispute resolution process,
or to avoid any liability, civil or criminal, on the part of BulkRegister
and/or NeuLevel, Inc., as well as their affiliates, subsidiaries,
officers, directors and employees. BulkRegister and NeuLevel,
Inc. also reserve the right to freeze a domain name during resolution
of a dispute.
The Following Paragraphs(14 through 17) Apply
to .INFO Domain Registrations
14. Registrant consents
to the use, copying, distribution, publication, modification, and
other processing of Registered Domain Name Holder's Personal Data
by Afilias, the .INFO Registry Operator, and its designees and agents
in a manner consistent with the purposes specified pursuant in its
contract.
15. Registrant agrees to submit to proceedings
under ICANN's Uniform Domain Name Dispute Policy (UDRP) and comply
with the requirements set forth by Afilias for domain names registered
during the Sunrise Period, including the mandatory Sunrise Dispute
Resolution Policy. These policies are subject to modification.
16. Registrant acknowledges that Afilias, the
registry operator for .INFO, will have no liability of any kind
for any loss or liability resulting from the proceedings and processes
relating to the Sunrise Period or the Land Rush Period, including,
without limitation: (a) the ability or inability of a registrant
to obtain a Registered Name during these periods, and (b) the results
of any dispute over a Sunrise Registration.
17. Registrar and Afilias, the registry operator
for .INFO, expressly reserve the right to deny, cancel or transfer
any registration that it deems necessary, in its discretion, to
protect the integrity and stability of the registry, to comply with
any applicable laws, government rules or requirements, requests
of law enforcement, in compliance with any dispute resolution process,
or to avoid any liability, civil or criminal, on the part of Registrar
and/or Afilias as well as their affiliates, subsidiaries, officers,
directors and employees. Registrar and Afilias also reserve the
right to freeze a domain name during resolution of a dispute
18. LIMITATION OF
LIABILITY; DISCLAIMER OF WARRANTIES.
18.1. LIMITATION OF LIABILITY. YOU AGREE THAT
WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS THAT
MAY OCCUR DUE TO (a) ANY ACT OR OMISSION OF YOU OR YOUR AGENT (WHETHER
AUTHORIZED OR UNATHORIZED) (a) ANY LOSS OF REGISTRATION OF ANY SLD
NAME, (b) THE USE OF YOUR SLD NAME OR PASSWORD, (c) ACCESS DELAYS
OR ACCESS INTERRUPTIONS TO OUR REGISTRATION SYSTEM; (d) THE NON-DELIVERY
OR MISDELIVERY OF DATA BETWEEN YOU AND US; (e) EVENTS BEYOND OUR
CONTROL; (f) THE PROCESSING OF ANY SLD NAME REGISTRATION; (g) THE
PROCESSING OF ANY MODIFICATION TO THE RECORD ASSOCIATED WITH YOUR
SLD NAME, (h) THE FAILURE OF YOU OR YOUR AGENT TO PAY ANY FEES HEREUNDER;
OR (i) THE APPLICATION OF THE DISPUTE POLICY. FURTHER, WE WILL NOT
BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM
OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL OUR MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT
PAID BY YOU TO US FOR REGISTRATION OF THE SLD NAME IN CONTROVERSY
DURING THE PRIOR ONE (1) YEAR PERIOD. TO THE EXTENT APPLICABLE STATE
LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT
PERMITTED BY LAW.
18.2 DISCLAIMER OF WARRANTIES. WE EXPRESSLY
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT AND NONINFRINGEMENT
OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED
IN OUR SOFTWARE OR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE
OPERATION OF OUR SOFTWARE OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE,
OR THAT DEFECTS IN THE SOFTWARE OR WEBSITE WILL BE CORRECTED. WE
DO NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR
THE RESULTS OF OUR SOFTWARE OR WEBSITE OR RELATED DOCUMENTATION
IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
19. Indemnity.
You agree to defend, indemnify and hold us
harmless and any applicable SLD name registry, and the shareholders,
directors, officers, employees, affiliates and agents of us and
them, from and against any loss, damages or costs, including reasonable
attorneys' fees, resulting from any claim, action, proceeding, suit
or demand arising out of or related to (i) any SLD name registered
by you or the transfer or use thereof, (ii) any dispute concerning
an SLD name, (iii) your breach (or the breach by any of your officers,
agents, employees or other representatives) of any agreement contained
in this Agreement, or (iv) any cancellation, suspension (e.g. registrar
lock or hold) or transfer of any SLD name in accordance with this
Agreement. This indemnification is in addition to any indemnification
required under the Dispute Policy.
20. Representations
and Warranties.
You represent and warrant that all information
provided by you in connection with your registration is complete
and accurate. You represent and warrant each time you register an
SLD name that, to the best of your knowledge and belief, neither
the registration of the SLD name nor the manner in which it is directly
or indirectly used infringes the legal rights of a third party.
In applying for an SLD name, you represent and warrant that the
registration is not made in bad faith and that the name does not
conflict with another SLD name. We make no representation or warranties
of any kind in connection with this Agreement. Specifically but
without limitation, we do not represent or warrant that registration
of your SLD name will immunize you from challenges to your SLD name.
We are not bound by nor should you rely on any representation or
warranty made by any agent, representative or employee of any third
party that you may use to apply for our services.
21. Breach and Revocation;
Notice of Cancellation, Etc.
Except as otherwise specified in this Agreement,
any breach by you of this Agreement or the Dispute Policy must be
remedied by you within five (5) business days following e-mail notice
by us to you. Such notice shall be deemed delivered when sent to
the e-mail address then on record for your administrative contact
in the Whois directory. If you fail to cure the breach within such
cure period, we may terminate this Agreement, cancel your registration
of the SLD name(s), transfer such SLD names to another person or
entity and/or seek any remedy available at law or in equity including
but not limited to obtaining an injunction or specific performance.
Our remedies shall not be deemed exclusive and effecting any one
or more of the foregoing remedies shall not be deemed an election
of remedies. Except as otherwise specified in this Agreement, notice
of revocations, suspensions, transfers, or cancellations of your
SLD name(s) by us pursuant to this section will be provided to you
within five (5) business days following the taking of such action.
22. Cancellation During
Preliminary 30 Day Period; Right of Refusal to Register.
Pursuant to ICANN/NSI Registry Policy, we reserve
the right to refuse to register any SLD name(s), or to cancel, transfer
or suspend any SLD name(s) registered with us within the first thirty
(30) calendar days following receipt of your payment for such registration(s).
In the event we do not register an SLD name or we cancel or transfer
an SLD name within such thirty (30) calendar day period, we agree
to refund any applicable fee(s) with respect to such SLD name which
you have paid to us. You agree that we shall not be liable to you
for loss or damages that may result from our refusal to register
any SLD name(s) or the cancellation or transfer of any SLD name(s).
23. Governing Law;
Jurisdiction; Waiver of Trial by Jury.
THIS AGREEMENT AND ALL RIGHTS HEREUNDER SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MARYLAND, WITHOUT
REGARD TO SUCH STATE'S POLICIES RELATING TO CONFLICT OF LAWS. ANY
ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT OR TO YOUR OR
YOUR AGENT'S USE OF OUR SERVICES SHALL BE BROUGHT EXCLUSIVELY IN
THE COURTS OF MARYLTHE DISTRICT OF MARYLAND (NORTHERN DIVISION)
LOCATED IN BALTIMORE, MARYLAND. FOR THE ADJUDICATION OF DISPUTES
CONCERNING OR ARISING FROM THIS AGREEMENT OR THE USE OF ANY SLD
NAME(S), YOU AGREE TO SUBMIT, WITHOUT PREJUDICE TO OTHER POTENTIALLY
APPLICABLE JURISDICTIONS, TO THE JURISDICTION OF THE COURTS (I)
OF YOUR DOMICILE, AND (II) OF MARYLAND, USA, OR THE U.S. DISTRICT
COURT FOR THE DISTRICT OF MARYLAND (NORTHERN DIVISION) LOCATED IN
BALTIMORE, MARYLAND. YOU WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
SUCH PROCEEDING.
24. Notices.
Except as otherwise specifically stated herein,
you agree that all notices from us to you shall be delivered by
posting such notices on our website and shall be deemed delivered
and effective fifteen (15) calendar days after such posting. Notices
from you to us shall be by e-mail to our appropriate e-mail address
as specified on our website, and shall be deemed delivered when
received by e-mail, or notices shall be in writing by first class
mail to BulkRegister, LLC, 10 East Baltimore Street Suite 1500,
Baltimore, MD 21202, and shall be deemed delivered five days after
deposit in the U.S. mail. The foregoing notwithstanding, you understand
and agree that any e-mails received by us from any e-mail address
provided to us or set forth as a contact address (whether billing,
technical or administrative) with respect to your SLD name shall
be deemed to have been sent by you or your duly authorized agent
having the actual and apparent authority to act to bind you. We
intend to rely on any such correspondence.
25. General.
This Agreement, our fee schedule and the Dispute
Policy, together with all amendments or modifications to any of
them, constitute the complete and exclusive agreement between you
and us, and supersede and govern all prior or concurrent proposals,
agreements, or other communications. Nothing contained in this Agreement
shall be construed as creating any agency, partnership, or other
form of joint enterprise between you and us. Our failure to require
your performance of any provision hereof shall not affect the right
to require such performance thereafter; nor shall the waiver by
us 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 is deemed unenforceable or invalid, such unenforceability
or invalidity shall not affect the remainder of this Agreement,
but such provision shall be automatically amended and replaced with
a provision that is valid and enforceable and which achieves, to
the extent possible, our original objectives and intent as reflected
in the original provision. No provision of this Agreement, including
our fee schedule and the Dispute Policy, may be amended or modified
by you except by means of a written document signed by us. We may
modify this Agreement at any time by posting such modification(s)
on our website. Such modifications will become effective 15 calendar
days after posting. Your continued use of our registration services
after such modification(s) become(s) effective constitutes your
acceptance of those modifications. If you do not agree to such a
modification, you may request that your SLD name(s) be cancelled
or transferred to another registrar. This Agreement shall not confer
any benefits upon any person or entity other than you and BulkRegister,
and shall not be construed to create any obligation by BulkRegister
to any non-party.
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