This eCommerce Services Addendum (the "Addendum") between you ("you", "your" and/or "Customer") and Register.com ("Register.com"), and sets forth the terms and conditions of your use of Register.com's Do-It-Myself and/or eCommerce services (the "eCommerce 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.
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 support or enhance the current eCommerce Services shall be subject to this Addendum. Please note that other Register.com services, outside of the eCommerce Services are governed by the Services Agreement and may be governed by other terms and conditions.
1. Description of Service. Register.com may make available for purchase, from time to time, a variety of do-it-myself eCommerce packages or solutions, stand-alone eCommerce services, optional add-on eCommerce services and eCommerce software, as published on the Register.com website (collectively, "eCommerce Services "). The eCommerce Services include, but are not limited to, shopping cart functionality, eCommerce templates, storefront design, support and hosting, order and payment processing, inventory and product tracking and management, and website analytical tools. Register.com reserves the right to amend its eCommerce Services offerings, and to also add, delete, suspend, or modify the terms and conditions of the eCommerce Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.
2. Software License and Proprietary Rights. During the term of this Agreement, Customer will have a limited, revocable, non-transferable, and non-exclusive license for Customer to use the eCommerce Services, including but not limited to any software, and related documentation solely for Customer to provide business related services over the internet that are consistent with the terms and conditions of this Agreement as well as any applicable state, federal, or international law. Customer agrees that Customer and its agents will not: (a) sell, lease, transfer, license or sublicense the eCommerce Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble, or decompile the eCommerce Services in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the eCommerce Services by any third party; (d) copy or reproduce all or any part of the eCommerce Services (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the eCommerce Services in any way; (f) engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the eCommerce Services; (g) knowingly introduce into or transmit through the eCommerce Services or any other services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the eCommerce Services; (i) engage in or allow any action involving the eCommerce Services that is inconsistent with the terms and conditions of this Agreement; or (j) cause, assist or permit any third party to do any of the foregoing. No right, title or interest of intellectual property or other proprietary rights in and to the eCommerce Services and/or other products, services or software made available under this Agreement is transferred to Customer hereunder. Register.com, its wholly-owned subsidiaries and affiliates and its Third Party Licensors (as defined below) retain all right, title and interests, including, without limitation, all copyright, trade secret, intellectual property and other proprietary rights in and to the eCommerce Services and/or other products, services or software provided under this Agreement.
3. Audit Rights. If a customer has purchased any Register.com software or has obtained FTP access to the Register.com software or other eCommerce Services, Register.com shall have the right, during the term of this Agreement and for a period of six (6) months thereafter to access Customer's location and files to inspect Customer's or your agent's use of the eCommerce Services, as well as computers and equipment used in connection therewith. Customer shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the eCommerce Services or this Agreement, Register.com shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity, and to or suspend, revoke, or terminate eCommerce Services if you are still a Register.com customer.
4. Availability, Downtime and General Services. Customer acknowledges that since the Internet is neither owned nor controlled by any one entity, Register.com makes no guarantees that any given user will be able to access the eCommerce Services at any given time. Register.com shall not be liable to Customer for failure of accessibility to the eCommerce Services or any potential or actual losses that Customer may suffer from Customer's inability to access or use the eCommerce Services or your customer's inability to access any websites that may be supported or hosted by eCommerce Services. Register.com provides all eCommerce Services and any software related to those services to the Customer on an "as is" basis and does not guarantee that the eCommerce Services or any related software has no errors, defects or bugs or will function properly. Customer agrees that Register.com is not responsible in any way for any malfunction or downtime in the eCommerce Services or related software and any damage, injury or lost profits that may arise from such malfunction or downtime. Register.com makes no guarantee that the eCommerce Services that the Customer purchases will operate seamlessly and without error with Customer's own hardware, software or other services (including third party products) that Customer currently uses. Register.com makes no guarantees regarding system uptime, including but not limited to, the uptime for hosting a Customer website on Register.com or third party systems. From time to time, and as may be necessary to maintain such systems and Register.com hardware, Register.com reserves the right to take its servers and other hardware offline for repairs, upgrades or routine maintenance. Customer agrees and understands that Register.com's eCommerce Services, including the hosting of a Customer website, may be dependent on third party services that Register.com cannot control. Customer expressly agrees that the availability of those third party services may impact Customer's eCommerce Services and therefore does not hold Register.com liable for any actions of a third party that may adversely impact Customer's eCommerce Services. Any uptime calculation or percentage that is provided as a part of the eCommerce Services does not include routine maintenance, unexpected downtime caused by network issues or third party vendors, and occurrences that are outside the control of Register.com, including but not limited to the Force Majeure occurrences that are outlined in Section 35 of the Services Agreement.
5. Restrictions on Use. You agree that you will not exceed the data transfer, bandwidth or storage space limits applicable to the eCommerce Services purchased, as set forth on our Website. You further agree that you will not otherwise use the data transfer, bandwidth or storage space in an excessive or abusive manner. You agree that if you do exceed any such limits or otherwise engage in any such activity, Register.com, in its sole and exclusive discretion, may immediately take corrective action, including, but not limited to, billing plan adjustment and/or upgrade, assessment of additional fees and/or suspension, and/or termination of your eCommerce Services. You agree that if your bandwidth and storage space usage adversely affects other customers on our shared eCommerce Services platform, Register.com may adjust your billing plan and/or suspend or terminate your eCommerce Services without liability. You agree that Register.com will have no liability to you or any of your end users due to any corrective action that Register.com may take and that you will not be entitled to a refund of any fees paid in advance prior to the corrective action.
6. Terms and Conditions of Register.com' Licensors. Customer acknowledges and agrees that the eCommerce Services are provided, in some cases, by third party Licensors to Register.com (hereinafter "Third Party Licensors"). For all eCommerce Services that are provided by Third Party Licensors to Register.com, Customer agrees with and shall abide by all Third Party Licensor terms and conditions, if any. Such Third Party Licensor terms and conditions are available upon request (the "Additional Terms and Conditions"). Any Additional Terms and Conditions are in addition to and supplement the terms and conditions provided in this Agreement. Customer acknowledges and agrees that it will be subject to all Additional Terms and Conditions and that all such Additional Terms and Conditions shall be incorporated into this Agreement, to the extent those Additional Terms and Conditions do not conflict with the terms and conditions of this Agreement, as if set forth fully herein. Customer further agrees that it will be subject to all Additional Terms and Conditions where Customer elects to add services to its eCommerce Services package.
7. Changes to Register.com Licensors. Customer acknowledges that Register.com may, at its sole discretion, change any Third Party Licensors that provide services under this Agreement, or add or delete discrete services from the eCommerce Services. In the event that Register.com changes Third Party Licensors, Register.com may provide Customer with notification of changes in Third Party Licensors and refer Customer to information posted on Register.com' website relative to that change which shall become Additional Terms and Conditions for the purposes of this Agreement.
8. MasterPass Online Services. Customer further expressly agrees that in conjunction with any use of any MasterPass Online services on Customer's website and/or otherwise in connection with the eCommerce Services, Customer agrees to the Additional Terms and Conditions related thereto and located online here, and further authorizes Register.com to accept such Additional Terms and Conditions on Customer's behalf. Customer expressly authorizes Register.com to opt Customer in to the MasterPass Online services, and should Customer be opted-in to any such services by Register.com, Customer shall have the right to opt-out of such services by contacting Register.com at 877.674.4827.