| 1. INTRODUCTION. In this Service Agreement ("Agreement"),
"you" and "your" refer to each customer ("Customer") and its
agents, including each person listed in your account information as being associated with
your account, and "we", "us" and "our" refer collectively to
Network Solutions, LLC and its wholly-owned subsidiaries ("Network Solutions").
This Agreement explains our obligations to you, and your obligations to us in relation to
the Network Solutions service(s) you purchase. By purchasing or otherwise applying for
Network Solutions service(s), you agree to establish an account with us for such services.
When you use your account or permit someone else to use your account to purchase or
otherwise acquire access to additional Network Solutions service(s) or to modify or cancel
your Network Solutions service(s) (even if we were not notified of such authorization),
this Agreement as amended covers any such service or actions. Additionally, you agree that
each person listed in your account information as being associated with your account for
any services provided to you (including, but not limited to, domain name registration
services) is your agent with full authority to act on your behalf with respect to such
services in accordance with the permissions granted, and that the Primary Contact and
Account Administrative Contact for your account shall have the authority, without
limitation, to terminate, transfer (where transfer is permitted by the Agreement), or
modify such services or your account information, or purchase additional services. Any
acceptance of your application(s) or requests for our services and the performance of our
services will occur at our offices in Herndon, Virginia, the location of our principal
places of business. Except as otherwise expressly set forth in this Agreement, you agree
that if you list, directly or by default, Network Solutions as a contact for your account
and/or any of the services in your account, we have the right, without notice, to remove
our name and/or information from any such account or service and to replace the same with
the name and/or information provided by you for any other contact associated with that
account or service. 2. VARIOUS SERVICES. Sections 1 through 30 apply to any and
all Network Solutions services that you purchase. The terms and conditions set forth in
the Schedules of this Agreement apply only to customers who have purchased the Network
Solutions services referenced in those Schedules. In the event of any inconsistency
between the terms of Sections 1 through 30 and the terms of the Schedules, the terms of
the Schedules shall control with regard to the applicable Network Solutions service.
IMPORTANT NOTICE CONCERNING BUNDLED SERVICES: If you purchase Network Solutions services
that are sold together as a "bundled" package (e.g., you select a Web Site
package that includes both a domain name and a Network Solutions Web Site, as opposed to
your purchasing such services separately), termination of any part of the services will
result in termination of all Network Solutions services provided as part of the bundled
package. Please see Section 10(d) of this Agreement for more information. You acknowledge
and agree that some or all of the services you purchase or receive from us may be provided
by one or more vendors, contractors or affiliates selected by Network Solutions in its
sole discretion.
3. FEES, PAYMENT AND TERM OF SERVICE. As consideration for the services you
purchased, you agree to pay Network Solutions the applicable service(s) fees set forth on
our Web site at the time of your selection, or, if applicable, upon receipt of your
invoice from Network Solutions. All fees are due immediately and are non-refundable,
except as otherwise expressly noted in one or more of the Schedules to this Agreement.
Customers who purchase Service(s) through outbound telemarketing and request cancellation
of Service(s) within ten (10) days of purchase are entitled to a refund of all fees. If
you qualify, we may extend payment terms to you under our Business Account Credit Program.
Unless otherwise specified herein or on our Web site, each Network Solutions service is
for a one-year initial term and renewable thereafter for successive one to ten-year terms,
as set forth during the renewal process. Any renewal of your services with us is subject
to our then current terms and conditions, including, but not limited to, successful
completion of any applicable authentication procedure, and payment of all applicable
service fees at the time of renewal and in the case of domain name re-registration, the
domain name registry's acceptance of your domain name registration. Except with respect to
service to which you subscribe on a monthly basis, we will endeavor to provide you notice
prior to the renewal of your services at least fifteen (15) days in advance of the renewal
date. Additional payment terms may apply to the Network Solutions services you purchase,
as set forth in the applicable Schedules to this Agreement. We may provide you with an
opportunity to "opt in" to our automatic renewal process in accordance with the
instructions (and subject to your agreement to the terms and conditions pertaining to that
process) on our Web site. You agree that if you use of our auto-renew service, we will
attempt to renew your service approximately sixty (60) days prior to its expiration , for
the same term then-currently in place for the service, and at the then-current price for
the service. You acknowledge and agree that the renewal price may be higher or lower than
the price you paid for the then-current term of the service, and that we are authorized to
charge your credit card on file for the renewal of the service(s). In any event, you are
solely responsible for the credit card information you provide to Network Solutions and
must promptly inform Network Solutions of any changes thereto (e.g., change of expiration
date or account number). In addition, you are solely responsible for ensuring the services
are renewed. Network Solutions shall have no liability to you or any third party in
connection with the renewal as described herein, including, but not limited to, any
failure or errors in renewing the services. In order to process a renewal under our
auto-renew service, we may use third-party vendors for the purpose of updating the
expiration date and account number of your credit card on file. Such third-party vendors
maintain relationships with various credit card issuers and may be able to provide us with
the updated expiration date and account number for your credit card by comparing the
information we have on file with the information the third-party has on file. By selecting
our auto-renew service, you acknowledge and agree that we may share your credit card
information with such a third-party vendor for the purpose of obtaining any update to your
credit card expiration date and account number. You agree to pay all value added, sales
and other taxes (other than taxes based on Network Solutions income) related to Network
Solutions services or payments made by you hereunder. All payments of fees for Network
Solutions services s hall be made in U.S. dollars. Set up fees, if any, will become
payable on the applicable effective date for the applicable Network Solutions services.
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.
4. ACCURATE INFORMATION. You agree to: (1) provide certain true, current,
complete and accurate information about you as required by the application process; and
(2) maintain and update according to our modification procedures the information you
provided to us when purchasing our services as needed to keep it current, complete and
accurate. We rely on this information to send you important information and notices
regarding your account and our services. You agree that Network Solutions (itself or
through its third party service providers) is authorized, but not obligated, to use Coding
Accuracy Support System (CASS) certified software and/or the National Change of Address
program (and/or such other systems or programs as may be recognized by the United States
Postal Service or other international postal authority for updating and/or standardizing
address information) to change any address information associated with your account (e.g.,
registrant address, billing contact address, etc.), and you agree that Network Solutions
may use and rely upon any such changed address information for all purposes in connection
with your account (including the sending of invoices and other important account
information) as though such changes had been made directly by you.
5. PRIVACY. Our privacy statement, (a) for Web sites and/or value added services
purchased through www.netsolwebsites.com is
located on our Web site at http://wsm.ezsitedesigner.com/privacy/PrivacyPolicy.html
and is incorporated herein by reference, as it is applicable to such Web site purchases
(other services purchased through www.netsolwebsites.com,
including, but not limited to, domain name registrations, are covered by the privacy
statement set forth on our Web site at http://www.networksolutions.com/legal/privacy-policy.jsp),
(b) for Network Solutions services purchased through www.mycomputer.com
is located on our Web site at http://www.mycomputer.com/agreements/privacy_policy.html
and is incorporated herein by reference for all such Network Solutions services, and (d)
for all other Network Solutions services is located on our Web site at http://www.networksolutions.com/legal/privacy-policy.jsp
and is incorporated herein by reference for all such Network Solutions services. The
applicable privacy statement sets forth your and our rights and responsibilities with
regard to your personal information. You agree that we, in our sole discretion, may modify
our privacy statement. We will post such revised statement on our Web site at least thirty
(30) calendar days before it becomes effective. You agree that, by using our services
after modifications to the privacy statement 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. We will not refund any fees paid by you if you terminate your
Agreement with us except as otherwise expressly provided in one or more of the Schedules
attached hereto. We will not process the personal data that we collect from you in a way
incompatible with the purposes and other limitations described in our privacy statement.
You represent and warrant that you have provided notice to, and obtained consent from, any
third party individuals whose personal data you supply to us as part of our services with
regard to: (i) the purposes for which such third party's personal data has been collected,
(ii) the intended recipients or categories of recipients of the third party's personal
data, (iii) which parts of the third party's data are obligatory and which parts, if any,
are voluntary; and (iv) how the third party can access and, if necessary, rectify the data
held about them. You further agree to provide such notice and obtain such consent with
regard to any third party personal data you supply to us in the future. We are not
responsible for any consequences resulting from your failure to provide notice or receive
consent from such individuals nor for your providing outdated, incomplete or inaccurate
information.
6. OWNERSHIP. Except as otherwise set forth herein, all right, title and
interest in and to all, (i) registered and unregistered trademarks, service marks and
logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or
improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all
divisions, continuations, reissues, renewals, and extensions thereof now existing or
hereafter filed, issued, or acquired; (v) registered and unregistered copyrights
including, without limitation, any forms, images, audiovisual displays, text, software and
(vi) all other intellectual property, proprietary rights or other rights related to
intangible property which are used, developed, comprising, embodied in, or practiced in
connection with any of the Network Solutions services identified herein ("Network
Solutions Intellectual Property Rights") are owned by Network Solutions or its
licensors, and you agree to make no claim of interest in or ownership of any such Network
Solutions Intellectual Property Rights. You acknowledge that no title to the Network
Solutions Intellectual Property Rights is transferred to you, and that you do not obtain
any rights, express or implied, in the Network Solutions or its licensors' service, other
than the rights expressly granted in this Agreement. To the extent that you create any
Derivative Work (any work that is based upon one or more preexisting versions of a work
provided to you, such as an enhancement or modification, revision, translation,
abridgement, condensation, expansion, collection, compilation or any other form in which
such preexisting works may be recast, transformed or adapted) such Derivative Work shall
be owned by Network Solutions and all right, title and interest in and to each such
Derivative Work shall automatically vest in Network Solutions. Network Solutions shall
have no obligation to grant you any right in any such Derivative Work.
7. EXCLUSIVE REMEDY; TIME LIMITATION ON FILING ANY CLAIM. YOU AGREE THAT OUR
ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT
TO ANY NETWORK SOLUTIONS SERVICE(S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF
THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE(S) DURING THE
TERM OF THIS AGREEMENT. IN NO EVENT SHALL NETWORK SOLUTIONS, ITS LICENSORS AND CONTRACTORS
(INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS PART OF THE
SUBSCRIPTION SERVICE FOR WEBSITES FROM NETWORK SOLUTIONS) BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF NETWORK SOLUTIONS HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION
OR LIMITATION OF LIABILITY AS SET FORTH HEREIN NETWORK SOLUTIONS'S LIABILITY IS LIMITED TO
THE EXTENT PERMITTED BY LAW IN SUCH STATES. Network Solutions and its licensors and
contractors disclaim any and all loss or liability resulting from, but not limited to: (1)
loss or liability resulting from access delays or access interruptions; (2) loss or
liability resulting from data non-delivery or data mis-delivery; (3) loss or liability
resulting from acts of god; (4) loss or liability resulting from the unauthorized use or
misuse of your account number, password or security authentication option; (5) loss or
liability resulting from errors, omissions, or misstatements in any and all information or
service(s) provided under this agreement; (6) loss or liability relating to the deletion
of or failure to store e-mail messages; (7) loss or liability resulting from the
development or interruption of your web site or your Network Solutions web site; (8) loss
or liability from your inability to use our e-mail service, web site manager service or
any component of the subscription service (for websites from Network Solutions); (9) loss
or liability that you may incur in connection with our processing of your application for
our services, our processing of any authorized modification to your domain name record or
your agent's failure to pay any fees, including the initial registration fee or
reregistration fee; (10) loss or liability as a result of the application of our dispute
policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or
other problems inherent in xml, xkms, or any other standard not under Network Solutions
sole control. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM
OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST
BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM SHALL
BE FOREVER BARRED.
8. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF OUR SERVICE(S) OR OUR
LICENSORS' SERVICES IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE
PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE
NOTED IN THIS AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER NETWORK
SOLUTIONS NOR OUR LICENSORS MAKE ANY WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET
YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR
FREE; NOR DO WE OR OUR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION
OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN
DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR
DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH
ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES
SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH
INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR
AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU
FROM A THIRD PARTY.
9. INDEMNITY. You agree to release, indemnify, defend and hold harmless Network
Solutions and any of our (or their) contractors, agents, employees, officers, directors,
shareholders, affiliates and assigns from all liabilities, claims, damages, costs and
expenses, including reasonable attorneys' fees and expenses, relating to or arising out of
(a) this Agreement or the breach of your warranties, representations and obligations under
this Agreement, (b) the Network Solutions services or your use of such services, including
without limitation infringement or dilution by you, or someone else using our service(s)
from your computer, (c) any intellectual property or other proprietary right of any person
or entity, (d) a violation of any of our operating rules or policies relating to the
service(s) provided, (e) any information or data you supplied to Network Solutions,
including, without limitation, any misrepresentation in your application, if applicable,
(f) the inclusion of meta-tags or other elements in any website created for you or by you
via the Network Solutions services, or (g) any information, material, or services
available on your licensed Network Solutions Web Site . When we are threatened with suit
or sued by a third party, we may seek written assurances from you concerning your promise
to indemnify us; your failure to provide those assurances may be considered by us to be a
material breach of this Agreement. We shall have the right to participate in any defense
by you of a third-party claim related to your use of any of the Network Solutions
services, with counsel of our choice at our own expense. We shall reasonably cooperate in
the defense at your request and expense. You shall have sole responsibility to defend us
against any claim, but you must receive our prior written consent regarding any related
settlement. The terms of this paragraph will survive any termination or cancellation of
this Agreement.
10. TERMINATION.
a. By You. You may terminate this Agreement upon at least thirty (30) days written
notice to Network Solutions for any reason.
b. By Us. We may terminate this Agreement or any part of the Network Solutions services
at any time in the event you breach any obligation hereunder, fail to respond within ten
(10) calendar days to an inquiry from us concerning the accuracy or completeness of the
information referred to in Section 4 of this Agreement, if we determine in our sole
discretion that you have violated the Network Solutions Acceptable Use Policy, which is
located on our Web site at http://www.networksolutions.com/legal/aup.jsp
and is incorporated herein and made part of this Agreement by reference, or upon thirty
(30) days prior written notice if we terminate or significantly alter a product or service
offering.
c. Effect of Termination. Except as otherwise expressly set forth herein or on our Web
site, Network Solutions will cease charging your credit card, if applicable, for any
monthly service fees as of the expiration of the monthly billing cycle in which the
termination is effective. Unless otherwise specified in writing by Network Solutions, you
will not receive any refund for payments already made by you as of the date of
termination, and, you may incur additional fees (in the case of a monthly or annual
subscription being paid over time, as provided in various Schedules below). If termination
of this Agreement is due to your default hereunder, you shall bear all costs of such
termination, including any reasonable costs Network Solutions incurs in closing your
account. You agree to pay any and all costs incurred by Network Solutions in enforcing
your compliance with this Section. Upon termination, you shall destroy any copy of the
materials licensed to you hereunder and referenced herein. You agree that upon termination
or discontinuance for any reason, we may delete all information related to you on the
Network Solutions service, if applicable. In addition to the terms set forth herein,
certain Network Solutions services may have additional terms regarding termination, which
are set forth in the applicable Schedule.
d. Effect of Termination of Bundled Services. In addition to the terms set forth in
subsection 10(c) above, if you purchase Network Solutions services which are sold together
as part of a "bundled" package of services, any termination relating to such
bundle will terminate all Network Solutions services included in such bundle. For
instance, any domain name registered with or maintained by Network Solutions under this
Agreement (but not including any domain names you may have registered, either with Network
Solutions or a third-party registrar, separately and not as part of a bundled service)
will be cancelled and may thereafter be available for registration by another party. Upon
the effective date of termination, Network Solutions will no longer provide the bundled
services to you, any licenses granted you shall immediately terminate, and you shall cease
using such services immediately; provided, however, that we may, in our sole discretion
and subject to your agreeing to be bound by the applicable agreement(s) and to pay the
applicable fees, allow you to convert certain services included in the bundled services to
stand alone services.
11. REPRESENTATIONS AND WARRANTIES. You agree and warrant that: (i) neither your
registration nor use of the any of the Network Solutions services nor the manner in which
you intend to use such Network Solutions services will directly or indirectly infringe the
legal rights of a third party, (ii) you have all requisite power and authority to execute
this Agreement and to perform your obligations hereunder, (iii) you have selected the
necessary security option(s) for your domain name registration record, (iv) you are of
legal age to enter into this Agreement (or you are at least 13 years of age and have your
parents' permission to apply for services hereunder); and (vi) you agree to comply with
all applicable laws and regulations.
12. MODIFICATIONS TO AGREEMENT. Except as otherwise provided in this Agreement,
you agree, during the term of this Agreement, that we may: (1) revise the terms and
conditions of this Agreement; and/or (2) change part of the services provided under this
Agreement at any time. Any such revision or change will be binding and effective 30 days
after posting of the revised Agreement or change to the service(s) on Network Solutions
Web sites, or upon notification to you by e-mail or United States mail. You agree to
periodically review our Web sites, including the current version of this Agreement
available on our Web sites, to be aware of any such revisions. If you do not agree with
any revision to the Agreement, you may terminate this Agreement at any time by providing
us with notice. Notice of your termination will be effective on receipt and processing by
us. Any fees paid by you if you terminate your Agreement with us are nonrefundable, except
as expressly noted otherwise in one or more of the Schedules to this Agreement, but you
will not incur any additional fees. By continuing to use Network Solutions services after
any revision to this Agreement or change in service(s), you agree to abide by and be bound
by any such revisions or changes. We are not bound by nor should you rely on any
representation by (i) any agent, representative or employee of any third party that you
may use to apply for our services; or in (ii) information posted on our Web site of a
general informational nature. No employee, contractor, agent or representative of Network
Solutions is authorized to alter or amend the terms and conditions of this Agreement.
13. ACCOUNT ACCESS. To access or use the Network Solutions services or to modify
your account, you may be required to establish an account and obtain a login name, account
number, password and/or passphrase. You authorize us to process any and all account
transactions initiated through the use of your password and/or passphrase. You are solely
responsible for maintaining the confidentiality of your password and passphrase. You must
immediately notify us of any unauthorized use of your password or passphrase, and you are
responsible for any unauthorized activities, charges and/or liabilities made through your
password or passphrase. In no event will we be liable for the unauthorized use or misuse
of your login name, account number, password or passphrase. You agree that we may log off
any account that is inactive for an extended period of time.
14. AGENTS. You agree that, if your agent, (e.g., your Primary Contact or
Account Administrative Contact, Internet Service Provider, employee) purchased our
service(s) on your behalf, you are nonetheless bound as a principal by all terms and
conditions herein, including the domain name dispute policy. Your continued use of our
services ratifies any unauthorized actions of your agent. By using your login name,
account number or password, or otherwise purporting to act on your behalf, your agent
certifies that he or she is authorized to apply for our services on your behalf, that he
or she is authorized to bind you to the terms and conditions of this Agreement, that he or
she has apprised you of the terms and conditions of this Agreement, and that he or she is
otherwise authorized to act on your behalf. In addition, you are responsible for any
errors made by your agent.
15. RESERVED
16. RIGHT OF REFUSAL. We, in our sole discretion, reserve the right to refuse to
register your chosen domain name, issue you a digital certificate, or register you for
other Network Solutions service(s), or to delete your chosen domain name within the first
thirty (30) calendar days from receipt of your payment for such services. In the event we
do not register your chosen domain name, issue you a digital certificate, or register you
for other Network Solutions service(s), or we delete your chosen domain name or other
Network Solutions service(s) within such thirty (30) calendar day period, we agree to
refund any applicable fee(s) you have paid. You agree that we shall not be liable to you
for loss or damages that may result from our refusal to register your chosen domain name,
refusal to issue a digital certificate, the deletion of your chosen domain name or refusal
to register you for other Network Solutions service(s).
17. NOTICES AND ANNOUNCEMENTS. . (a) Except as expressly provided otherwise
herein, all notices to Network Solutions shall be in writing and delivered via overnight
courier or certified mail, return receipt requested to Network Solutions, LLC, Attention:
Legal Department, 13861 Sunrise Valley Drive, Herndon, Virginia 20171. All notices to you
shall be delivered to your mailing address or e-mail address as provided in your account
information (as updated by you pursuant to this Agreement) or to any e-mail address
associated with your domain name registration(s) with Network Solutions. (b) You authorize
us to contact you as our customer via telephone, at the number provided by you in your
account information (as updated by you pursuant to this Agreement), which telephone number
is incorporated herein by reference, e-mail or postal mail regarding information that we
deem is of potential interest to you. Notices and announcements may include commercial
e-mails, telephone solicitations and other notices describing changes, upgrades, new
products and services or other information pertaining to Internet security or to enhance
your identity on the Internet and/or other relevant matters.
18. SEVERABILITY. You agree that the terms of this Agreement are severable. If
any term or provision is declared invalid or unenforceable, in whole or in part, that term
or provision will not affect the remainder of this Agreement; this Agreement will be
deemed amended to the extent necessary to make this Agreement enforceable, valid and, to
the maximum extent possible consistent with applicable law, consistent with the original
intentions of the parties; and the remaining terms and provisions will remain in full
force and effect.
19. ENTIRE AGREEMENT. You agree that this Agreement, the rules and policies
incorporated by reference in this Agreement (including, without limitation, the dispute
policy and the privacy statement) are the entire, complete and exclusive agreement between
you and us regarding our services and supersede all prior agreements and understandings,
whether written or oral, or whether established by custom, practice, policy or precedent,
with respect to the subject matter of this Agreement, including, without limitation, any
purchase order provided by you for the services.
20. ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights
under this Agreement are not assignable or 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 our option. You agree not to
reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes
any of the services (or portion thereof) without Network Solutions prior express written
consent.
21. GOVERNING LAW.
a. You and Network Solutions agree that this Agreement and any disputes hereunder shall
be governed in all respects by and construed in accordance with the laws of the
Commonwealth of Virginia, United States of America, excluding its conflict of laws rules.
You and we each agree to submit to exclusive subject matter jurisdiction, personal
jurisdiction and venue of the United States District Court for the Eastern District of
Virginia, Alexandria Division for any disputes between you and Network Solutions under,
arising out of, or related in any way to this Agreement (whether or not such disputes also
involve other parties in addition to you and Network Solutions). If there is no
jurisdiction in the United States District Court for the Eastern District of Virginia,
Alexandria Division, for any such disputes, you and we agree that exclusive jurisdiction
and venue shall be in the courts of Fairfax County, Fairfax, Virginia.
b. Reserved.
c. The parties hereby waive any right to jury trial with respect to any action brought
in connection with this Agreement.
d. The application of the United Nations Convention of Contracts for the International
Sale of Goods is expressly excluded.
22. AGREEMENT TO BE BOUND. By applying for a Network Solutions service(s)
through our online application process or otherwise, or by using the service(s) provided
by Network Solutions under this Agreement, you acknowledge that you have read and agree to
be bound by all terms and conditions of this Agreement and documents incorporated by
reference.
23. INDEPENDENT PARTIES. Neither party nor their employees, consultants,
contractors or agents are agents, employees or joint ventures of the other party, and they
do not have any authority to bind the other party by contract or otherwise to any
obligation. Each party shall ensure that the foregoing persons shall not represent to the
contrary, either expressly, implicitly, by appearance or otherwise.
24. WAIVER. No waiver of any provision of this Agreement shall be effective
unless it is in writing and signed by an authorized representative of Network Solutions.
The remedies of Network Solutions under this Agreement shall be cumulative and not
alternative, and the election of one remedy for a breach shall not preclude pursuit of
other remedies. The failure of a party, at any time or from time to time, to require
performance of any obligations of the other party hereunder shall not affect its right to
enforce any provision of this Agreement at a subsequent time, and the waiver of any rights
arising out of any breach shall not be construed as a waiver of any rights arising out of
any prior or subsequent breach.
25. EXPORT RESTRICTIONS. You acknowledge and agree that you shall not import,
export, or re-export directly or indirectly, any commodity, including your products
incorporating or using any Network Solutions services in violation of the laws and
regulations of any applicable jurisdiction.
26. U.S. Government Users. In the event any software is provided by Network
Solutions to a U.S. Government User, the software and accompanying documentation which are
used as part of the Network Solutions service are "commercial items," as such
terms are defined at 48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as such terms
are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a
commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4 (Jun 1995), all U.S. Government entities acquiring the use of the Service and
accompanying documentation shall have only those rights set forth herein.
27. FORCE MAJEURE. 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
written notice thereof promptly and, in any event, within five (5) days of discovery
thereof 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, Network Solutions may immediately
terminate this Agreement.
28. HEADINGS. The section headings appearing in this Agreement are inserted only
as a matter of convenience and in no way define, limit, construe or describe the scope or
extent of such section or in any way affect such section.
29. SURVIVAL. In the event this Agreement terminates as provided herein,
Sections 1, 2, 3, 6, 7, 8, 9, 10(c), 10(d), 14, and 17 through 29 of this Agreement shall
survive such expiration or termination.
30. AIRLINE FREQUENT FLYER MILES. Network Solutions may provide you with the
opportunity to receive airline frequent flyer miles (?Miles?) with select airlines as
determined by Network Solutions, in its sole discretion from time to time, for qualifying
purchases in accordance with the terms and conditions set forth on our Web site. You
acknowledge and agree that (a) any Miles accrued and awards issued are subject to the
terms and conditions of the applicable frequent flyer program, (b) all applicable taxes
and fees related to such Miles and/or award travel are your responsibility, (c) in order
to earn Miles for qualifying purchases the name on your Network Solutions account and the
applicable frequent flyer account must match, (d) Network Solutions has your permission to
provide your account information to the applicable airline granting any such Miles, (e)
you will only be eligible to receive up to one hundred thousand (100,000) American
Airlines® AAdvantage® Miles during a 12-month period if you are a
U.S. entity or citizen or sixty thousand (60,000)
American Airlines AAdvantage Miles during a 12-month period if you are a non-US entity or
citizen, (f) you will only be eligible to receive up to fifty thousand (50,000) United®
Mileage Plus® Miles during a 12-month period, (g) all Delta SkyMiles®
credited to your Delta SkyMiles program account shall be standard miles and shall not
count toward medallion or other elite status unless otherwise stated by Delta, (h) all US
Airways® Dividend Miles terms and conditions apply, and (i) all claims related
to or arising from uncredited Miles must be made within one (1) year of the date of any
such qualifying purchase. Please allow 8-10 weeks for miles to be posted to the applicable
frequent flyer account. Miles will be processed after two full months of service for Web
Hosting transactions. You are eligible to earn Miles for qualifying purchases unless
otherwise stated by the applicable airline frequent flyer program, your employer or other
third party.
American Airlines and AAdvantage are registered marks of American Airlines, Inc.
American Airlines reserves the right to change the AAdvantage program at any time without
notice. American Airlines is not responsible for products or services offered by other
participating companies. For complete details about the AAdvantage program, visit www.aa.com.
United® and Mileage Plus® are registered trademarks of United
Air Lines, Inc.
United may change Mileage Plus program rules, regulations, travel awards and special
offers or terminate the Mileage Plus program at any time and without notice. United, its
subsidiaries, affiliates, and agents are not responsible for any products and
services of other participating companies. For complete details about the
Mileage Plus program, visit www.united.com. Network
Solutions reserves the right to end or amend this program without notice.
SERVICE SPECIFIC TERMS: The following terms apply in addition to Sections 1 through 30
only if you have purchased the particular service described:
SCHEDULE A TO NETWORK SOLUTIONS SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO REGISTRANTS OF DOMAIN NAMES
1. Security. Network Solutions does not guarantee the security of your domain
name registration records, and you assume all risks that the password and/or passphrase
you select may be compromised as a result of fraudulent, unauthorized or illegal activity.
2. Fees and Payment. 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 Network Solutions 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.
3. Transfers and Licensing of Use. 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 us. You may
transfer your domain name registration to a third party of your choice, subject to the
procedures and conditions found at: http://www.networksolutions.com/legal/static-service-agreement.jsp#rnca,
incorporated herein by reference. Even if you license the use of our 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 our 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.
4. Network Solutions's Disclosure of Certain Information. Subject to the
requirements of our privacy statement, in order for us to comply the current rules and
policies for the domain name system, you hereby grant to Network Solutions the right to
disclose to third parties through an interactive publicly accessible registration database
the following mandatory information that you are required to provide when registering or
reserving a domain name: (i) the domain name(s) registered by you; (ii) your name and
postal address; (iii) the name(s), postal address(es), e-mail address(es), voice telephone
number and where available the fax number(s) of the technical and administrative contacts
for your domain name(s); (iv) the Internet protocol numbers of the primary nameserver and
secondary nameserver(s) for such domain name(s); (v) the corresponding names of those
nameservers; (vi) the original creation date of the registration; and (vii) the expiration
date of the registration. You also grant to Network Solutions the right to make this
information available in bulk form to third parties who agree not to use it to (a) allow,
enable or otherwise support the transmission of mass unsolicited, commercial advertising
or solicitations via telephone, facsimile, or e-mail (spam) or (b) enable high volume,
automated, electronic processes that apply to our systems to register domain names.
5. Domain Name Dispute Policy. If you registered a 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. The current version of the domain name
dispute policy may be found at our Web site: http://www.netsol.com/legal/dispute-policy.jsp.
6. Domain Name Dispute Policy Modifications. You agree that we, in our sole
discretion, may modify our dispute policy. We will post any such revised policy on our Web
site at least thirty (30) 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. We
will not refund any fees paid by you if you terminate your Agreement with us.
7. Domain Name Disputes Brought by Third Parties. You agree that, if your
use of our domain name registration services is challenged by a third party, you will be
subject to the provisions specified in our dispute policy in effect at the time of the
dispute. For the adjudication of any disputes brought by a third party against you
concerning or arising from your use of a domain name registered with us or your use of our
domain name registration services, you (but not Network Solutions) agree to submit to
subject matter jurisdiction, personal jurisdiction and venue of the United States District
Court for the Eastern District of Virginia, Alexandria Division and the courts of your
domicile. You agree that in the event a domain name dispute arises with any third party,
you will indemnify and hold us harmless pursuant to the terms and conditions set forth
below in this Agreement. If we are notified that a complaint has been filed with a
judicial or administrative body regarding your use of our d omain name registration
services, you agree not to make any changes to your domain name record without our prior
approval. We may not allow you to make changes to such domain name 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 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 our domain name
registration services, we may deposit control of your domain name record into the registry
of the judicial body by supplying a party with a registrar certificate from us. You agree
that we will comply with all court orders, domestic or international, directed against you
and/or the domain name registration.
8. No Guaranty. You 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.
9. Revocation. You agree that we may suspend, cancel or transfer your
services, including, but not limited to, domain name registration services in order to:
(i) correct mistakes made by us, another registrar or the registry in registering your
chosen domain name, or (ii) to resolve a dispute under our domain name dispute
policy.
10. Survival. In the event the Agreement or this Schedule terminates,
Sections 4, 5, 6, 7, 9, 10, 12, 13, and 14 of this Schedule shall survive such expiration
or termination.
11. Under Construction Page. You acknowledge and agree that any or all
domain names that are (i) registered with Network Solutions, (ii) hosted on a Network
Solutions domain name server, and (iii) do not otherwise resolve to an active Web site,
may resolve to an "under construction" or similar temporary Web page
("Under Construction Page"), and that Network Solutions may place on any such
Under Construction Page promotions and advertisements for, and links to, Network
Solutions's Web site, Network Solutions product and service offerings, third-party Web
sites, third-party product and service offerings, and/or Internet search engines.
You agree that Network Solutions 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 a domain name to resolve to the Under
Construction Page described above, you may select an Under Construction Page that contains
only Netw ork Solutions branding and a domain name registration search box, as provided on
our Web Site.
12. Requests to Change Registrar; Transfers Generally. You agree that Network
Solutions 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 Network Solutions. Furthermore, you acknowledge and
agree that pursuant to applicable policies adopted by the Internet Corporation for
Assigned Names and Numbers ("ICANN") related to the transfer of domain names it
is possible for your domain name to be transferred to another registrar even though the
transfer has not actually been approved by you, and you agree that we shall not be liable
to you for any such unauthorized transfers. You also acknowledge and agree that we cannot
control and shall not be liable to you for the actions of third parties, including but not
limited to registry operators, in connection with a domain name transfer, or a reversal of
or refusal to reverse a domain name transfer, whether or no t the transfer was approved by
you.
13. Domain Protect. You agree that we may, but are not obligated to, place
your domain name registration in a Domain Protect status to prevent unauthorized transfers
of your domain name registration, as described on our Web site. You acknowledge and
agree that in order to transfer a domain name registration that is in a Domain Protect
status, you may first have to access the account manager tool on our Web site and remove
the domain name registration from Domain Protect
status.
14. Grace Period; IP Address Changes; Renewal and Transfer of Expired Domain
Names on Your Behalf. You agree that we may, but are not obligated to, allow you to renew
your domain name after its expiration date has passed. You agree that after the expiration
date of your domain name registration and before it is deleted or renewed, we may direct
your domain name to an IP address designated by us, including, without limitation, to an
IP address which hosts a parking, under construction or other temporary page that may
include promotions and advertisements for, and links to, Network Solutions's Web site,
Network Solutions product and service offerings, third-party Web sites, third-party
product and service offerings, and/or Internet search engines, and you agree that we may
place our contact information in the WHOIS output for the expired domain name. Should you
not renew your domain name during any applicable grace period, you agree that unless you
notify us to the contrary we may, in our sole disc retion, renew and transfer the domain
name to a third party on your behalf (such a transaction is hereinafter referred to as a
"Direct Transfer"), and your failure to so notify us after the domain name
expiration date shall constitute your consent to such a Direct Transfer. In the event we
are able to identify such a third party (the "Direct Transfer Customer") and
effectuate such a Direct Transfer, we will notify you via email after the transaction is
completed ("Direct Transfer Notification"). Additionally, you will be eligible
to receive a portion of the funds received by us as a result of a Direct Transfer of your
domain name, as follows: (i) if you registered your domain name with Network Solutions
directly through our Web site, you will be eligible to receive twenty percent (20%) of the
Net Proceeds received by us from our third party vendor as a result of a Direct Transfer;
and (ii) if you registered your domain name with Network Solutions through a third party
agent (such as your ISP, for example) , you will be eligible to receive fifteen percent
(15%) of the Net Proceeds received by us from our third party vendor as a result of a
Direct Transfer. You acknowledge and agree that the Direct Transfer process may be
facilitated through a single Direct Transfer Customer, or through a brief auction
involving multiple parties who are interested in your domain name. For purposes of this
paragraph, "Net Proceeds" shall mean the total fees paid to us by our third
party vendor as a result of a Direct Transfer, less any registry fees, credit card
charge-backs, processing and check fees, and other costs or fees associated with the
Direct Transfer of the domain name. You agree that we shall have no obligation to pay you,
and you shall have no right to receive, any percentage of the Net Proceeds unless, within
ninety (90) days after the date of our Direct Transfer Notification, you first provide us
with the name, address and related information requested by us (including, but not limited
to, a Form W-9, if applic able) in our Direct Transfer Notification. We cannot guarantee,
and we make no representation or promise, that any Direct Transfer will occur with respect
to your domain name.
15. New Customers through a Backorder Service. If you are registering a domain
name through a backorder service and that domain name was registered with, and not yet
deleted by, Network Solutions at the time of your purchase, you acknowledge and agree that
the term of your registration will be for a period of one year from the original
expiration date for the domain name immediately prior to your purchase, as the
registration is the result of a Direct Transfer (defined above). If you are registering a
domain name through a backorder service and the domain name was not registered with
Network Solutions at the time of your purchase but was deleted by the applicable top-level
domain registry at the time of your purchase, you acknowledge and agree that the term of
your registration will be for a period of one year from the date it is initially
registered with Network Solutions by the provider of the backorder service.
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