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This Addendum (hereinafter referred to as the "Addendum") to the Register.com Services Agreement (the "Services Agreement"), as amended by Register.com, its parents, subsidiaries, affiliates, successors and assigns ("Register.com", "us", "we" and/or "our") from time to time, between you ("Customer", "Advertiser", "you" and/or "your") and Register.com, sets forth the terms and conditions of your use of Register.com's development, design, building and maintenance of a website (the "Site") based upon direction and input provided to us by you and other related services as may be offered by Register.com from time to time (collectively, "Services").
You acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Addendum, as well as any additional rules or policies that are or may be published by Register.com from time to time, including the Services Agreement. This Addendum, as well as the Services Agreement, Acceptable Use Policy, and any additional rules and policies, together with all modifications thereto (collectively, the "Agreement"), constitute the complete and exclusive agreement between you and Register.com concerning your use of the Services, and supersede and govern all prior proposals, agreements, or other communications.
IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS ADDENDUM AND THE TERMS OF THE SERVICES AGREEMENT, THIS ADDENDUM SHALL GOVERN.
Unless explicitly stated otherwise, any new features, updates, upgrades or versions that augment or enhance the current Service shall be subject to this Addendum. Please note that other Register.com services, outside of the Service, are governed by the Services Agreement and may be governed by other terms and conditions.
Register.com reserves the right to amend the Services and to add, delete, or modify the terms and conditions of the Agreement (including the Addendum, Services Agreement, Acceptable Use Policy, etc.), at any time in accordance with the Services Agreement, and to determine whether and when any such changes apply to both existing and future customers. Your continued use of the Services following Register.com's posting of any changes will constitute your acceptance of such changes.
- Description of Services
Register.com will provide the Services subject to the terms and conditions of the Agreement during the term of the Services. Subject to our right to reject, suspend or terminate Services, Register.com agrees to provide to you the Services described on the Register.com website and purchased by you during the sign-up and order process.
Register.com will use reasonable efforts to consider your direction and input in providing the Services; however, ultimate design decisions will be at the sole discretion of Register.com.
Notwithstanding the foregoing, it is your responsibility to check the Site submitted for your approval for accuracy in all respects, ranging from spelling to technical illustrations. Register.com, its vendors and subcontractors are not liable for errors or omissions. Your approval or that of your authorized representative is required prior to release for publishing on the Internet or other implementation.
Design related Services will be provided in two (2) phases over the sixty (60) day period following your first payment under this Addendum. Phase I will be comprised of designing the "look and feel" of the Site. Phase II will be comprised of adding and finalizing the content of the Site.
There will be no preset limit on the number of revisions to the Site in such sixty (60) day period, subject to the standard processing time for such revisions; provided that, once you have approved Phase I no further revisions may be made to Phase I.
Ordinary "Maintenance Services", as defined and determined by Register.com in its sole discretion, includes adding a page to the Site, adding a blog or blog entry, changing or updating pictures or text on the site as well as limited e-commerce related revisions (e.g. adding or deleting a product). Maintenance Services do not include redesign of the "look and feel" of the Site, extensive e-commerce related revisions or any redesign of the Site to correct errors resulting from Your revisions or requests for revision.
Although there will be no preset limit on the amount of Maintenance Services you may receive, subject to the minimum turn around time Register.com establishes upon review of your Maintenance Services request, Register.com reserves the right to limit Maintenance Services if, in its sole discretion, it deems your Maintenance Services requests to be unreasonable, excessive or outside the scope of the Maintenance Services.
Content for Copy writing Services by Register.com will be at Register.com's sole discretion. Without limiting the foregoing, Copy writing Services by Register.com will not include industry specific language or language that is legal or technical in nature. When Register.com agrees to expressly provide such Copy writing Services, Copy writing is limited to four hundred (400) words per page.
During the term of the Services hereunder, the Services include either (i) a new domain name registration or (ii) the renewal or transfer of an existing domain name, in each case using .com, .net, .org, .us, .biz, .info, or .eu extensions for use with the Site.
You will not be allowed to access the HTML and/or other code related to the Site at any time during or after the term of the Services.
Additionally, Register.com will maintain the Site, any e-mail, hosting or other service provided to you when you initially ordered the Services for so long as you are a customer in good standing and have paid all fees related to the Services, and are not otherwise in violation of the Agreement (including but not limited to any violation of any term or condition found in the Addendum, Services Agreement, and/or Acceptable Use Policy). In the event Your Services are terminated for any reason, including non-payment of Service fees, all such Services shall be terminated and may not be transferred to another provider.
- Your Obligations
In addition to your other obligations set forth in the Agreement, in order for Register.com to perform the Services, you will further be responsible for the following:
- Using the same e-mail address provided at the time of registration for the Services for all communications in connection with the Services;
- Providing Register.com with all information requested by Register.com as well as any custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) that you wish to use in connection with development of the Site within forty-five (45) days of your first payment for the Services described in this Addendum. If your content is not provided within the specified time period, completion of the Site will be at Register.com's sole discretion;
- Delivery of your content in a format other than an electronic format generally used by Register.com, may incur additional processing fees;
- Contacting Register.com promptly to make changes, modifications, and enhancements to the Site starting from the date of your first payment for the Services described in this Addendum;
- Contacting Register.com promptly with notice of your decision to cancel or discontinue the Services starting from the date of your first payment for the Services described in this Addendum;
- Obtaining Internet connectivity to access the Site, to send and receive e-mail, and to otherwise access and utilize the Internet;
- To the extent that you gather any personal information about visitors to the Site, you not sharing that personal information with any third party without first obtaining a visitor's consent;
- Providing current and updated contact information (including e-mail address and fax number) for Register.com's use in contacting you concerning the Site;
- Ensuring that the Site content provided by you does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties. By using the Services, you represent and warrant that any name or word submitted to be used as all or part of the URL associated with the Site does not infringe any trademark or domain name rights of any third party;
- Ensuring the accuracy of materials provided to Register.com, including, without limitation, content for the Site, descriptive claims, warranties, guarantees, nature of business, and contact information for you; and
- Acquiring any authorization(s) necessary for hypertext links to third party websites.
- Information Content You Provide
If you provide any information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, Register.com has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
- Non-Interference By You
You will use the Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Register.com reserves the right to terminate or suspend the Services without notice if such interference is reasonably determined by Register.com to exist. Such interference or disruption includes, but is not limited to:
- wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums;
- propagation of computer worms or viruses; and
- use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
- Unauthorized or Inappropriate Use
In addition to its other rights and remedies set forth in the Agreement, Register.com reserves the right to deny, terminate, or suspend Services without notice if, in Register.com' sole discretion, the Services are used by you in a manner that violates or may violate the Agreement, including without limitation this Addendum, the Services Agreement, the Acceptable Use Policy, and the Register.com Web Site Hosting Services Addendum (the "WSHSA"), and Register.com reserves the right to reject, alter, modify, or remove the Site, Site domain name, Site URL address, or any Site content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Register.com in its sole discretion deems to be in violation of the Agreement or, without limiting the foregoing, deems to be (i) an infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right, or (ii) stating or implying that the Site is placed by Register.com or any party with a contractual relationship with Register.com, or that such parties endorse your products or services. Additionally, Register.com neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Register.com reserves the right to immediately suspend or terminate any site or transmission that violates the foregoing, without prior notice. In the event of termination of Services in accordance with this Section, Customer agrees that the unused portion of any fees Customer may have paid for any services rendered to Customer by Register.com are an appropriate recompense to Register.com for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees, however Customer acknowledges and agrees that this will not constitute a waiver by Register.com of any other available remedies nor will it be considered satisfaction of the matter or any related claims that Register.com may have against Customer. Further, should Customer violate the Agreement in any manner whatsoever, Register.com will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about you, the Site, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
- Additional Indemnification Obligations
In addition to your other indemnification obligations set forth in the Agreement and without limiting the foregoing, you further agree to defend, indemnify, and hold harmless Register.com and each of its officers, directors, employees, agents, affiliates, vendors, subcontractors, co-branders or other partners, and employees of any of the foregoing, from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim in connection with the Site (including, but not limited to, Site content) or the URL and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including reasonable legal fees and expenses (whether incident to the foregoing or to Register.com' enforcement of said rights or defense and indemnity).
- Ownership of Your Content
With the exception of Your ownership interest in the information, materials, images, photos and other content that You provide to us for inclusion in the Site, ownership interest to the Site, including, but not limited to, the HTML coding, scripting, copyrights, visual layout, appearance and design and all other intellectual property rights, will be with Register.com. You hereby grant to Register.com and its vendors and subcontractors all rights and licenses with respect to the Site. Register.com will be the exclusive owner of the Site provided via the Services. Although Register.com, its vendors and subcontractors will custom design the Site, the Site may contain some features and design elements used in other websites designed by Register.com, its vendors and subcontractors.
- Fees and Payment Terms
The set up fee is nonrefundable (i) upon conclusion of your initial consultation or (ii) if you have failed to complete an initial consultation, within sixty (60) days of registration for the Services. Recurring Services fees or any other additional fees will be automatically charged to your credit card every billing period, until such time as you or Register.com terminates the Services in accordance with this Agreement. Additional fees may be charged for processing your content or custom work to the Site. You acknowledge and agree that except as expressly provided for herein, any fees and annual or monthly charges are nonrefundable. THE FEES PAID TO REGISTER.COM ARE NON-REFUNDABLE. ENTERING YOUR PAYMENT INFORMATION IN THE REGISTER.COM PURCHASE SYSTEM WILL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS.
- Rejection, Suspension and/or Termination
Register.com reserves the right to refuse Services to you for any reason at its sole discretion up to and including the time at which you complete your initial Site consultation. If you breach any term of this Agreement including, but not limited to, the Addendum, Services Agreement, Acceptable Use Policy, or WSHSA, Register.com may, in its sole and exclusive discretion, suspend or terminate your Services immediately and without notice to You. In addition to your obligation to pay any set up and applicable fees for the Services, Services fees may continue to accrue on suspended accounts and You will continue to remain responsible for the payment of any Services fees that accrue during the period of suspension. UPON SUSPENSION OR TERMINATION, (i) YOU WILL LOSE ALL ACCESS TO THE SITE, (ii) YOU WILL NOT BE PERMITTED TO TRANSFER THE SITE TO ANOTHER SERVICE PROVIDER AND (iii) YOU WILL RETAIN NO RIGHTS TO THE HTML CODING, SCRIPTING, COPYRIGHTS, VISUAL LAYOUT, APPEARANCE AND DESIGN OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE SITE.
- Additional Disclaimers
In addition to the Disclaimer of Warranties set forth in the Agreement and without limiting the foregoing, Register.com disclaims any responsibility for any content, goods, and services available through the Site, or the quality or accuracy of any information in the Site. Register.com will not endorse, warrant, or guarantee any product or service offered through the Site, and will not be a party to or in any way monitor any transaction between you and third-party purchasers of products or services resulting from the Services or use of the Site, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. REGISTER.COM DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.