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This Search Engine Optimization ("SEO") Terms of Service 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", "you" and/or "your") and Register.com, set forth the terms and conditions of your use of the search engine optimization website, and your purchase and use of various online tool and services, whether fee-based, usage based or free of charge namely, the SEO Essential, SEO Advanced, Monthly SEO Consulting, and Full Service SEO services offered by Register.com. (collectively referred to herein as "SEO Services")
This Addendum, as well as the Services Agreement, Register.com's 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 SEO Services, and supersede and govern all prior proposals, agreements, or other communications. You acknowledge that you have read, understood, and agree to be bound by all terms and conditions of the Agreement, well as any additional rules or policies that are or may be published by Register.com from time to time.
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 SEO Service, are governed by the Services Agreement and may be governed by other terms and conditions.
You acknowledge and agree that Register.com reserves the right to amend its SEO Services offerings and to add, delete, suspend or modify the terms and conditions of such SEO 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 pursuant to the terms of the Services Agreement, whereby your continued use of the SEO Services following such changes will constitute your acceptance of such changes.
You further acknowledge and agree that Register.com reserves the right to use a third-party service provider (the "Service Provider") in providing the SEO Services to you and that, where applicable, the Service Provider shall have certain rights and be subject to certain obligations hereunder.
- PROPRIETARY RIGHTS TO CONTENT
Register.com and its Service Provider retain all rights to their respective trademarks, logos and service marks (collectively, the "Marks") and nothing in this Addendum or Agreement grants you or anyone else any right whatsoever to the use of the Marks. You may not use, reproduce, or display any Marks without their owner's prior written consent. All content, images, and materials appearing on this web site (collectively, the "Content") are the sole property of the originator and owner of the Content. Both U.S. and international copyright laws and treaties protect such Content. You may not use, reproduce, display, or sell any Content without the owner's prior written consent. You may not link to any page within the Register.com website or frame any portion of the site without the prior written consent of Register.com.
You acknowledge and agree that your website information (name, URL, etc.) may be utilized by Register.com and the Service Provider, whereby these possible uses include, but are not limited to, lists of member sites, general promotional uses, etc.
- RIGHT OF REFUSAL
Register.com and its Service Provider reserve the right, in its sole discretion, to refuse any registration or service activation request for any reason or no reason, and shall not be obligated to provide any SEO Services to you unless and until it has charged your credit card for the applicable fees.
- USE OF SERVICES
Register.com will provide you with the SEO Services for which you register, subject to the terms and conditions of the Agreement. You acknowledge that the SEO Services may be offered in various separately priced service levels or packages ("Program Plans"), and you will only receive the Program Plans that you have registered for, and for which you are paying all associated fees. Register.com reserves the right to modify, alter, change, suspend, remove, enhance, supplement, disable access to, terminate or discontinue all or any portion of the Register.com website and/or SEO Services at any time in its sole discretion for any reason, without notice, cost or liability. Neither Register.com nor its Service Provider will be liable to you or any third party as a result of such modification or discontinuation of the Register.com website or SEO Services. You agree that from time to time the Register.com website and/or SEO Services may be inaccessible, unavailable or inoperable for any reason without notice, cost or liability. You agree that Register.com and its Service Provider are not responsible for the functionality of the paid search services and that while Register.com and its Service Provider may submit changes to the paid search engines on your behalf, Register.com and its Service Provider cannot guarantee that the paid search engines will make those changes correctly or in a timely manner or that they will make the changes at all. You agree that Register.com and its Service Provider may place limitations and restrictions on the access and/or use of the SEO Services including, but not limited to, the access of the service and the number of changes that may be made within the SEO Services. The limitations and restrictions may change without notice.
You agree to be solely responsible for any authorized or unauthorized access to your account by any person, including, without limitation, any charges to your account by Register.com and/or directly with any cost-per-click or paid inclusion search engines. If any unauthorized access occurs then you agree that you must notify Register.com via phone and email immediately, and Register.com will suspend the account until a new password is in place.
- PAYMENT AND CANCELLATION OF SERVICES
Completion and submission of any SEO Services order and/or registration authorizes Register.com to charge the credit card specified in your order or registration for all such fees corresponding to the selected SEO Service. Unless stated otherwise on Register.com's web pages applicable to a given SEO Service, each SEO Service will be provided and will automatically renew, monthly or yearly, or pursuant to some other recurring billing period established by Register, depending upon the term selected by you when you signed up for the SEO Services and any subsequent changes made to the term by Register.com. Your credit card will be charged in advance for the following applicable term's service. You agree to pay all account charges for paid search services in advance by a valid credit card acceptable to Register.com and expressly authorize Register.com and/or the applicable paid search engine to charge your credit card for any and all applicable account charges associated with your account whether these charges are the result of Register.com's actions, by Register.com on your behalf or by you.
You agree to pay and be solely responsible and liable for all SEO Services fees and all charges associated with any of the paid search engines or any other third party accounts, including, without limitation accounts with the paid search engines, whether opened directly by you or opened by Register.com on your behalf, arising out of your use or access of the SEO Services or otherwise. Neither Register.com nor its Service Provider shall have any responsibility or liability for any such charges, costs or liabilities. You will not make any claim to any paid search engine that you will not pay the charges to your account with the particular paid search engine as a result of the actions of Register.com or its Service Provider or for any other reason. Any failure to pay the amounts due under the Agreement will be a material breach of the Agreement.
Without limiting any other rights or remedies available to Register.com under the Agreement or otherwise, YOU AGREE TO FULLY REIMBURSE REGISTER.COM FOR ANY COSTS AND EXPENSES THAT REGISTER.COM MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS. At any time after activation of an SEO Services, you may cancel such SEO Service by providing written notice to Register.com, in which case the relevant SEO Service will terminate on the date specified in the cancellation notice. If no date is specified, the SEO Service will terminate at the end of the then-current billing period. Register.com may cancel, discontinue, or otherwise suspend your SEO Services at any time for any reason upon notice to you as set forth in the Services Agreement. Register.com also reserves the right to terminate or suspend the SEO Services immediately and without notice in the event that you breach any provision of the Agreement or any other terms that apply to the SEO Services.
- ADDITIONAL DISCLAIMERS
Without limiting any other disclaimers or provisions contained in the Agreement, everything on the Register.com website and all SEO Services are provided to you "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. REGISTER.COM AND ITS SERVICE PROVIDER HEREBY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. REGISTER.COM AND ITS SERVICE PROVIDER MAKE NO WARRANTIES THAT THE MATERIAL CONTAINED ON THE REGISTER.COM WEBSITE IS ACCURATE OR COMPLETE, OR THAT THE REGISTER.COM WEB SITE OR SEO SERVICES WILL BE AVAILABLE, OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, OR WILL BE SUITABLE FOR YOUR NEEDS OR INTENDED APPLICATIONS.
Additionally, the Register.com website may contain links to other Internet websites or resources. You acknowledge and agree that neither Regster.com nor its Service Provider are responsible or liable in any way for (i) the availability or accuracy of such websites or resources, or (ii) the content, advertising, or products on or available from such websites or resources. The inclusion of any link on our website does not imply that Register.com or its Service Provider endorses any of the linked sites and you agree to use the links at your own risk.
- REGISTRATION AND ACCOUNT USE
You agree that any information you provide to Register.com or the Service Provider in connection with your SEO Services registration and other forms will be true, accurate, current and complete and you have the authority to provide such information. In particular, you agree not to misrepresent your identity to Register.com or the Service Provider. You will notify Register.com of any changes to your registration data during the term of the Agreement and submit updated information within fifteen (15) days of any such changes;
If you become a registered user of our website or SEO Services, you may receive a password for accessing your account information. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur using your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security. Neither Register.com nor its Service Provider will be liable for any loss that you may incur as a result of any third party's use of your password or account, either with or without your knowledge. Additionally, you agree not use anyone else's password at any time.
In addition to your representations, warranties and obligations set forth in the Agreement, none of the URLs you submit to Register.com in conjunction with SEO Services or otherwise shall link to any web page or website that contains any of the following:
- nudity, pornography, or other sexual or adult material;
- hate propaganda or material that encourages or promotes illegal activity or violence;
- content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
- material that promotes or utilizes software or services designed to deliver unsolicited email;
- material that violates any local, state, or national law or regulation;
- misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
- other material that Register.com, in its sole discretion, deems inappropriate, including any violations of standards posted on the Register.com web site or sent to you by email.
Additionally, you hereby authorize Register.com and its Service Provider to perform all Services hereunder on your behalf with each applicable paid search engine, including, without limitation, the opening of or changes to your accounts with each applicable paid search engine. Upon request by Register.com, you shall immediately provide a written statement in a form acceptable to Register.com and any applicable paid search engine confirming Register.com and the Service Provider's authority listed within this Addendum. Without limiting its other remedies, Register.com may refuse or cancel your account or SEO Services at any time for any violation of the foregoing promises. To assure compliance with the criteria set forth herein, Register.com and its Service Provider reserve the right to monitor the content of the web pages or websites that you use in conjunction with the SEO Services or otherwise correspond to the URLs you submit to the SEO Services.
- ADDITIONAL LIMITATIONS OF LIABILITY
If you do not agree with the Agreement or if you are not satisfied with our website or any of the SEO Services, your sole remedy is to discontinue your use of the website and SEO Services. IN ADDITION TO THE LIMITATIONS ON LIABILITY SET FORTH IN THE AGREEMENT, NEITHER REGISTER.COM NOR ITS SERVICE PROVIDER WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, RELATING TO OR ARISING OUT OF YOUR USE, MISUSE, CHANGES TO, INACCESSIBILITY OR INABILITY TO USE THE REGISTER.COM WEB SITE OR SERVICES, THE SEO SOFTWARE, ANY DATA, OR PAID SEARCH ENGINE WEB SITE OR INTERFACE; OR THE UNAUTHORIZED ACCESS TO, FAILURE, DELAY OR ALTERATION OF ANY DATA OR TRANSMISSION; ANY DATA STORED, SENT OR RECEIVED OR NOT STORED,SENT OR RECEIVED; ANY AGREEMENT OR TRANSACTION ENTERED INTO AS A RESULT OF YOUR USE OF THE WEB SITEOR SEO SERVICES OR THROUGH THE REGISTER.COM WEB SITES AND SERVICES; ANY DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE WEB SITES OR SERVICES WHETHER YOUR CLAIM MIGHT BE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT REGISTER.COM OR ITS SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGE. IN NO EVENT SHALL REGISTER.COM'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES, BUT IN NO EVENT GREATER THAN FIVE HUNDRED DOLLARS ($500.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY IS AN EXPRESS PRECONDITION TO YOUR USE OF THE REGISTER.COM WEB SITE AND SEO SERVICES.
Without limiting the foregoing, neither Register.com nor the Service Provider is responsible for any of your data residing on their respective hardware. You are responsible for backing-up your data and information that may reside on Register.com or the Service Provider's hardware, whether or not such information is produced through the use of the Register.com web site or SEO Services.
In addition to your indemnification obligations set forth in the Services Agreement, and without limiting the foregoing, you further agree to defend, indemnify, and hold harmless Register.com and the Service Provider, their officers, directors, employees, agents, and partners, from and against any third-party claims, actions, demands, liabilities, expenses, and costs (including without limitation reasonable legal and accounting fees) arising from or related to (i) your use of the Register.com website and SEO services, (ii) your violation of this Addendum and/or the Agreement (including the Acceptable Use Policy), or (iii) your violation of any laws, regulations, or third-party rights.