AMS Computer Services, Inc.
REGISTRATION AGREEMENT 2.0
This Registration Agreement 2.0 ("Agreement") sets forth the terms and conditions agreed to between you and AMS Computer Services, Inc. a Kentucky 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 or .org 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 June 12, 2000 (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 2.0 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 Network Solutions, Inc. (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 ten 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 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.register.4ua.com/disputepolicy.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 fifteen 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. 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. 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 NSI Change in Registrar Policy.
10. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES.
10.1. 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.
10.2 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.
11. Indemnity.
You agree to defend, indemnify and hold us harmless and any applicable SLD name registry, including Network Solutions, Inc., 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.
12. 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.
13. 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.
14. 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).
15. 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 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.
16. 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.com, Inc., 10 East Baltimore St., 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.
17. 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.