AT&T Yahoo! Small Business Terms of Service
AT&T YAHOO! MERCHANT SOLUTIONS, AT&T YAHOO! WEB HOSTING, AT&T YAHOO! MAIL BUSINESS EDITION, AND AT&T YAHOO! DOMAIN SERVICES TERMS OF SERVICE and MELBOURNE IT DOMAIN NAME REGISTRATION AGREEMENT
1.0 ACCEPTANCE OF TERMS
1.2 AT&T Yahoo! reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except as provided in Section 4. Regardless of whether AT&T Yahoo! has provided You individual notice, Your continued use of the Service following AT&T Yahoo!'s notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to AT&T Yahoo! is updated and correct.
1.3 Certain of the services that You purchase or receive from Yahoo! may be provided by one or more vendors, contractors, or affiliates selected by AT&T Yahoo! in its sole discretion. If You are registering a new domain name or using a previously registered domain name in conjunction with the Service, Your use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN") and the appropriate Melbourne IT Domain Name Registration Agreement set forth below, which is an agreement between You and Melbourne IT, and not with AT&T Yahoo!.
1.4 If You are purchasing the VeriSign Trust Seal or Logoworks services or products in conjunction with the Service, Your purchase and use of such products are also subject to the VeriSign Trust Seal License Agreement and/or Logoworks Terms and Conditions of Use, respectively, each of which is an agreement between You and such service or product provider, and not with AT&T Yahoo!
1.5 If You are purchasing the Service through a third party reseller of the Service (i.e., not directly from AT&T Yahoo!), Your purchase and use of such Service is also subject to the terms of service presented to You by way of URL link at the time You register for such Service, which terms of service is an agreement between You and such reseller. Such agreement between You and the reseller sets forth the terms and conditions with respect to, among other things, billing and support for the Service. You understand that You are responsible for all fees, liability and obligations in connection with that relationship. For clarity, AT&T Yahoo! will provide technical support for the Service. All other applicable terms under this CTOS, including, without limitation, Sections 7-10 herein, will apply and be in full effect.
1.6 BY COMPLETING THE REGISTRATION PROCESS ("Registration Process") AND CLICKING THE ACKNOWLEDGEMENT BOX, YOU: (a) agree to be bound by these Terms and, if applicable, the Melbourne IT Domain Name Registration Agreement, the VeriSign Trust Seal License Agreement, and/or the Logoworks Terms and Conditions of Use; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if You are an entity, that You are a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable) in good standing where required to do business with all legal authority and power to accept these Terms; (c) agree to provide true, accurate, current, and complete information in the Service registration form, including billing and payment-related information and other account information (all together, the "Account Information"), and agree to maintain and update this information to keep it true, accurate, current, and complete; and (d) represent and warrant that You have the power and authority to enter into and perform under these Terms. If You are a third party accessing an account(s) on behalf of an account owner (e.g., as an administrator, consultant, analyst, etc.), You agree that these Terms apply, mutatis mutandis, to Your activities on behalf of such account owner. If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Service. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS.
2.0 DESCRIPTION OF SERVICE
2.1 The complete list of Services governed by these Terms is as follows:
AT&T Yahoo! Merchant Solutions: Merchant Intro, Merchant Enhanced, and Merchant Premium;
AT&T Yahoo! Web Hosting
AT&T Yahoo! Business Email ("Business Email"): Custom Mailbox and Business Mail;
AT&T Yahoo! Domains: the Domains product offering
2.2 If You are an AT&T Yahoo! Merchant Solutions customer, Your Service includes Ecommerce (Store) functionality, Web Hosting, Business Mail, and AT&T Yahoo! Domains. These entire Terms apply to You.
2.3 If You are an AT&T Yahoo! Web Hosting customer, Your Service includes Web Hosting, Business Mail, and AT&T! Domains. Except for Section 10 (Merchant Solutions), these entire Terms apply to You.
2.4 If You are an AT&T Yahoo! Business Email customer, Your Service includes Custom Mailbox or Business Mail and Yahoo! Domains (with a single Starter Web Page). Except for Section 10 (Merchant Solutions), these entire Terms apply to You.
2.5 If You are an AT&T Yahoo! Domains customer, Your Service includes the Yahoo! Domains Service (with a single Starter Web Page). Except for Section 10 (Merchant Solutions), these entire Terms apply to You.
2.6 Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to these Terms. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.
2.7 The Service is designed to serve certain needs of small, independently owned and operated businesses in the United States. The Service is not intended to support the needs of large enterprises or internationally based businesses.
3.0 INTELLECTUAL PROPERTY
3.1 Except for the rights expressly granted herein, this Agreement does not transfer from AT&T Yahoo! to You any AT&T Yahoo! developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely with AT&T Yahoo! Except for the rights expressly granted herein, this Agreement does not transfer from You to AT&T Yahoo! any of Your developed and/or owned technology, and all rights, title, and interest in and to such technology will remain solely with You. The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.
3.2 Notwithstanding anything to the contrary in this Agreement, AT&T Yahoo! will not be prohibited or enjoined at any time by You from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of AT&T Yahoo!
3.3 AT&T Yahoo! may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize AT&T Yahoo! to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.
3.4 You shall not use AT&T Yahoo!'s name or any language, pictures, or symbols that could, in AT&T Yahoo!'s judgment, imply AT&T Yahoo!'s identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without AT&T Yahoo!'s prior written consent. You agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between AT&T Yahoo! and You, including the method and timing of such announcements, must be approved in advance by AT&T Yahoo! in writing. AT&T Yahoo! reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Your obligation regarding public announcements shall be a material breach of these Terms.
3.5 Yahoo!, other Yahoo! product and service names, and all of their related logos are each trademarks of Yahoo! Inc. (the "Yahoo! Marks"). Without Yahoo!'s prior written permission, You agree not to display, or use in any manner, the Yahoo! Marks.
3.6 SBC, AT&T, the AT&T logos, the SBC logos, and all other SBC and AT&T brands, logos, and product and service names ("SBC Marks") are registered trademarks or trademarks of AT&T Knowledge Ventures, L.P., or AT&T affiliate. Any use of SBC Marks is prohibited without prior written permission of AT&T Knowledge Ventures, L.P.
4.1 Payment Terms
You will pay all fees due according to the prices and terms applicable to your Services, including option features. AT&T Yahoo! reserves the right to require a security deposit prior to provisioning Service. All installation or setup fees and nonrecurring charges, along with the first month's recurring charges, shall be due and payable: (1) if You are being billed with Your AT&T affiliate telephone bill (where available), on the due date of such bill; or (2) if You are having bills charged to your credit card or PayPal, within ten (10) days of initiation of Service. Thereafter, recurring fees will be invoiced, in advance on Your telephone bill (where applicable) or charged to Your selected payment method. If Your selected payment method or Your Billing Telephone Number ("BTN"), if applicable, is invalid or You are otherwise past due in your payments for any reason, the Service may be terminated and removed from AT&T Yahoo!'s servers by AT&T Yahoo! with or without notice, and all the information contained within deleted permanently. AT&T Yahoo! accepts no liability for information or content that is deleted due to an invalid payment method or BTN or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of additional setup fees. In the event You fail to pay charges, AT&T Yahoo! may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse AT&T Yahoo! for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or AT&T Yahoo! on the charges and all late payment, interest, or other fees as stated on Your bill. You will also be charged a fee for any check returned to AT&T Yahoo! (or your telephone company) relating to the Service. AT&T Yahoo! or Your applicable AT&T affiliate telephone company may modify its billing practices or late payment charges by providing You with prior written notice of the modification. AT&T Yahoo! in its discretion may offer discounts or special offers from time to time.
4.2 Merchant Solutions
If You are an AT&T Yahoo! Merchant Solutions customer, You will be charged, as applicable, (a) a one-time setup fee, (b) a monthly hosting fee, and (c) monthly transaction fee equal to a percentage of the Total Revenue, with payments due with the billing for the month after the calendar month to which the transaction fee applies. AT&T Yahoo! will calculate all fees.
"Total Revenue" means the total dollar amount, excluding shipping and handling charges and any applicable taxes, of all transactions conducted through Your Store. See Section 10.1. You will be entitled to identify, and exclude from Total Revenue, those transactions conducted through Your Store that are canceled or for which no products are shipped to the purchaser ("Excluded Transactions"), except that You must identify a transaction as an Excluded Transaction within 90 days from the date on which the transaction was originally conducted. AT&T Yahoo! shall be entitled to audit, at a mutually agreed upon time during normal business hours, those records of Yours relating to Total Revenue, including Excluded Transactions, and otherwise to investigate Total Revenue, including Excluded Transactions, which might include contacting the purchaser to confirm that a transaction at issue is an Excluded Transaction.
4.3 Web Hosting, Business Email, and Domain Services
If You are an AT&T Yahoo! Web Hosting or AT&T Yahoo! Business Mail customer, You will be charged, as applicable, (a) a one-time setup fee and (b) a recurring Service fee. If You are an AT&T Yahoo! Domains or Custom Mailbox customer, You will be charged, as applicable, an annual Service fee. AT&T Yahoo! will calculate all fees.
4.4 Upgrades and Downgrades
You can upgrade or downgrade between the plans and products listed in Section 2 above at any time. Such upgrade or downgrade will take effect immediately. You will be automatically charged, via the payment method You provided, any and all fees based upon your upgrade or downgrade. If You are due a refund, the amounts will be credited and refunded to You. In the event that You change from one non-annual service to another, your payment method will be charged a pro-rata amount for the upgraded service and credited a pro-rata amount for the unused previous service. In the event that You change from a non-annual service to an annual service, your payment method will be charged for the entire annual service and credited a pro-rata amount for the unused non-annual service. In the event that You change from an annual service to a non-annual or annual service, no refunds will be provided. Both the refund and charge will be based on the number of days remaining in Your contract term. The contract term and anniversary date may change if You change from a non-annual service to an annual service, or from an annual service to a non-annual service. You may also be charged, as applicable, an upgrade or downgrade fee. Fees may not be credited towards other services. If you are being billed with Your telephone bill (where available), the refund and charge will be calculated as set forth above and included on your next bill.
For Domains and Custom Mailbox products upon upgrades, downgrades, or cancellation there is no refund of any unused portion of the service. You will own the domain name until the end of your prepaid term. For Domains and Custom Mailbox users who upgrade to Web Hosting, Merchant Solutions, or Business Email, Your prepaid domain registration will be extended for the unused portion of the term, and all setup fees for the product will be waived.
4.5 Price Changes
AT&T Yahoo! may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, as provided in Section 5.1, the prices charged may be changed without notice to the then-prevailing price for the Services.
Current Fee Schedules
For the current fee schedules, go to:
http://smallbusiness.yahoo.com/webhosting for Web Hosting;
http://smallbusiness.yahoo.com/domains/ for Domains;
http://smallbusiness.yahoo.com/merchant/pricing.php for Merchant Solutions; and
http://smallbusiness.yahoo.com/email/ for Business Email.
You shall pay or otherwise be responsible for all federal, state or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.
4.7 Bill Inquiries and Refunds
If You believe You have been billed in error for the Service, please notify AT&T Yahoo! within 60 days of the billing date by contacting Customer Service about the error. Customer Service can be reached at 866-722-9932. AT&T Yahoo! will not issue refunds or credits after the expiration of this 60-day period, except where required by law or regulation. All inquiries regarding payment or your account should be directed to 866-722-9932.
5.0 TERM AND TERMINATION
The initial term of this Agreement will commence on the date that You click the acknowledgement box to acknowledge that You have read, understood, and agree to these Terms and will remain in effect for the period of time corresponding to the plan You select during the Registration Process ("Initial Term"). If You wish to terminate the Services at the end of the Initial Term or any subsequent term to which you have agreed ("Renewal Term"), You must sign in to your account, access the control panel at http://smallbusiness.att.yahoo.com/services/index.php, and follow the instructions on the link labeled "Cancel Plan." Neither U.S. mail nor phone notification shall be acceptable. If You fail to notify AT&T Yahoo! of Your intent not to renew, this Agreement will be automatically renewed thirty (30) days prior to the end of the current Initial or Renewal Term for a month-to-month period, ninety (90) days prior to the end of the current term for a 3-month-term product, or fifteen (15) days prior to the end of the current annual term for a one-year product, at the Yahoo! then-current rates and charges. If You agree to a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms.
5.2 Cancellation/Termination by You
You may cancel Your Service and terminate these Terms at any time. If You cancel the Service before the end of the Initial or Renewal Term, Your Service and access to the Service will be discontinued immediately, and no refund will be provided for any payments You have made. If the Initial or Renewal Term is more than one month, and you cancel Your Service prior to the expiration of such Term, an early termination fee may apply to the extent agreed to during the Registration Process.
If You registered for a new domain name in conjunction with Your Service, and cancel before You have paid your second monthly payment without disputing such charge with either your payment method company or AT&T Yahoo!, AT&T Yahoo! reserves the right to request the domain name provider to remove the domain name from the domain name registry and/or transfer the domain name from You to AT&T Yahoo! You acknowledge that where AT&T Yahoo! transfers such domain name to AT&T Yahoo! under this Section 5.2, AT&T Yahoo! will hold all rights of the registered domain name holder in respect of that domain name, including the right to sell the domain name to a third party (where this was a right held by You as the original registrant in respect of the relevant domain name). Additionally, Your domain name will cease working with Your email and no longer point to Your web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your web site and all information contained therein may be deleted by AT&T Yahoo!
If You did not register for a new domain name in conjunction with the Service, or did register for a new domain name but cancel Your Service after You have paid Your second monthly payment without disputing such charge with either your payment method company or AT&T Yahoo!, Your domain name will remain registered for its current term. However, Your domain name will cease working with Your email and no longer point to Your web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your web site and all information contained therein may be deleted by AT&T Yahoo!
5.3 Termination by AT&T Yahoo!
AT&T Yahoo! may terminate these Terms at any time, for any or no reason, upon notice to You. Notwithstanding anything to the contrary herein, AT&T Yahoo! may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from AT&T Yahoo! servers, or remove any Content within the Service, if AT&T Yahoo! concludes, in its sole discretion, that You (a) have breached, violated, or acted inconsistently with the letter or spirit of these Terms, including any applicable AT&T Yahoo! Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information; (c) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (d) are engaged in activities or sales that may damage the rights or reputation of AT&T Yahoo! or others (each "Termination for Cause"). Any Termination for Cause by AT&T Yahoo! will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your AT&T Yahoo! ID is terminated for any reason, these Terms and Your access to the Service will also be terminated. Additionally, if You registered a new domain name in conjunction with Your Service, and AT&T Yahoo! terminates Your Service due to a Termination for Cause, then AT&T Yahoo! reserves the right to request the domain name provider to remove the domain name from the domain name registry and/or transfer the domain name from You to AT&T Yahoo! You acknowledge that where AT&T Yahoo! transfers such domain name to AT&T Yahoo! under this Section 5.3, AT&T Yahoo! will hold all rights of the registered domain name holder in respect of that domain name, including the right to sell the domain name to a third party (where this was a right held by You as the original registrant in respect of the relevant domain name).
5.4 Termination for Cause by Either Party
In addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from AT&T Yahoo!; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
5.5 Termination Legal Event
In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes AT&T Yahoo! to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, AT&T Yahoo! may suspend or terminate the Service, or terminate these Terms without liability. In the event an AT&T Yahoo! subcontractor or vendor for material features of the Service stops providing the Service (or any material element thereof) to AT&T Yahoo! for any reason, or in the event that AT&T and Yahoo! no longer agree to jointly provision such Services, AT&T Yahoo! will have no obligation to arrange for a reasonably comparable service.
5.6 Deletion of Content
Upon any termination of the Service, AT&T Yahoo! reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order-processing information, mailing lists, files, email, and any web pages generated by You or the Service. AT&T Yahoo! accepts no liability for such deleted information or content.
5.7 Responsibility for Fees
Should AT&T Yahoo! suspend a portion, but not all, of your Service due to a violation by You of any law, regulation, or policy, You shall remain liable for all fees applicable to the Service as a whole. Should AT&T Yahoo! terminate your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).
You expressly waive any statutory or other legal protection in conflict with the provisions of this Section 5.
As part of the Service, You agree to receive the first of an ongoing series of product update communications related to the Service ("Business Services Product Updates"). Business Services Product Updates may include information about AT&T Yahoo! Merchant Solutions, AT&T Yahoo! Web Hosting, AT&T Yahoo! Business Email, and/or AT&T Yahoo! Domains, in addition to other related products and services. Upon receipt of the first Business Services Product Update, You will have the opportunity to opt out of future Business Services Product Updates by clicking on unsubscribe links or by following unsubscribe instructions within the communication. Please note that You may also visit your AT&T Yahoo! Marketing Preferences page at any time to manage Your communication preferences for other optional communication categories.
7.0 PRIVACY AND ACCEPTABLE USE
7.1 AT&T Yahoo! Policies
As part of Your Registration Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from AT&T Yahoo!, such as service announcements and administrative messages, and that these communications are considered part of AT&T Yahoo! membership, and that You will not be able to opt out of receiving them.
7.2 Prohibited Uses
In addition to those matters set forth in the AT&T Yahoo! Policies, You shall not post, transmit, retransmit, or store material on or through any of the Services which, in the sole judgment of AT&T Yahoo!, (i) is in violation of any local, state, federal, or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory, or that otherwise could adversely affect any individual, group, or entity (collectively "Persons"), or (iii) violates the rights of any Person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations, including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for Your use. You agree that you will NOT knowingly use the Service, among other things, to:
(a) upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including but not limited to an AT&T or Yahoo! official, forum leader, guide, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
(e) upload, post, email, transmit, or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
(g) upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
(h) market Your business through multiple submissions in public forums that are identical;
(i) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
(k) intentionally or unintentionally violate, attempt to violate, or avoid any applicable ICANN regulation or policy;
(l) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the NYSE Amex Equities, or the NASDAQ, and any regulations having the force of law;
(m) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
(n) "stalk" or otherwise harass another;
(o) collect, transmit, or store personal or financial data about any individual or entity, other than in accordance with Section 9.3 herein;
(p) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades, and other weapons, and creating "Crush" sites;
(q) collect, transmit, or store any type of adult, mature, or sexually explicit content.
You agree to indemnify and hold harmless AT&T Yahoo! from any claims resulting from the use of the Services which damages You or any other party. AT&T Yahoo! reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers, and other principals, Your sites, and the materials comprising the sites, at any time. These investigations will be conducted solely for AT&T Yahoo!'s benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act, or omission, which in AT&T Yahoo!'s sole opinion, constitutes a violation of any local, state, federal, or foreign law or regulation, or the AT&T Yahoo! Policies, AT&T Yahoo! may immediately shut down the site, and notify You of the action. You agree to waive any cause of action or claim You may have against AT&T Yahoo! for such action.
7.3 Advertising and Promotions
AT&T Yahoo! runs advertisements and promotions on Dormant Domains. A Dormant Domain is any domain name that uses AT&T Yahoo!'s name servers and is not being used by You to display Your content. A domain may become dormant by, including without limitation, (i) not setting up the bonus Starter Web Page offered by AT&T Yahoo! Domains, AT&T Yahoo! Custom Mailbox, or AT&T Yahoo! Business Mail upon purchase of any of these products, (ii) not modifying the default "Under Construction" page provided with your AT&T Yahoo! Web Hosting or AT&T Yahoo! Merchant Solutions product, (iii) cancellation or expiration of the AT&T Yahoo! Domains service without redelegating or transferring the domain to another provider, (iv) canceling your Custom Mailbox, Business Mail, Web Hosting, or Merchant Solutions service without redelegating or transferring the domain to another provider. By allowing Your domain name to become a Dormant Domain, you agree that AT&T Yahoo! has the right to run such advertisements and promotions. In the event you would like AT&T Yahoo! to cease running advertisements and promotions on your Dormant Domain, you may contact AT&T Yahoo! as set forth at http://smallbusiness.att.yahoo.com/contactus/. The manner, mode, and extent of advertising by AT&T Yahoo! on your Dormant Domain is subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You agree that AT&T Yahoo! shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
7.4 Abusive User Behavior
AT&T Yahoo! uses certain confidential internal and third-party tools and techniques to protect users from abusive and other harmful behavior on the Internet and on the AT&T Yahoo! servers. AT&T Yahoo! reserves the right to take any action it deems necessary at its sole discretion, including, without limitation, account termination or suspension, to protect against such abusive or harmful behavior. AT&T Yahoo! updates these tools, techniques, and practices from time to time as the abusive practices and industry standards change. You agree that AT&T Yahoo! shall not be responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of AT&T Yahoo! taking or not taking any actions in response to any actual or perceived abusive user behavior.
8.0 OWNERSHIP AND SECURITY
You will receive a password from AT&T Yahoo! to provide access to and use of Your Service, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password, and any other actions taken in connection with the registered domain name, including any email accounts or subaccounts that You create for You or other individuals ("Domain Email Users"). You agree to immediately notify AT&T Yahoo! of any unauthorized uses of the Service or any other breaches of security. AT&T Yahoo! cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will AT&T Yahoo! be liable, in any way, for any acts or omissions of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.
9.0 CONTENT AND SOFTWARE: THIS SECTION APPLIES TO AT&T YAHOO! MERCHANT SOLUTIONS, AT&T YAHOO! WEB HOSTING, AT&T YAHOO! BUSINESS EMAIL, AND AT&T YAHOO! DOMAINS CUSTOMERS
9.1 Content and Conduct Rules
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not AT&T Yahoo!, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable AT&T Yahoo! Policies, and any applicable law or regulation.
9.3 Provisions for Use and Security of Cardholder Data
For purposes of this Section, the term "Cardholder Data" refers to the information stored on the magnetic stripe of a credit or debit card, including the number assigned by the card issuer that identifies the cardholder's account or other cardholder personal information.
The provisions set forth in this Section apply to a Merchant that either itself, or through a processor or other agent, stores, processes, handles, or transmits Cardholder Data in any manner.
A. Merchant shall at all times comply with the Payment Card Industry Data Security Standard ("PCI DSS") requirements for Cardholder Data that are prescribed by the PCI Security Standards Council, as they may be amended from time to time (collectively, the "PCI DSS"). Copies of the most current PCI DSS and related documentation are available on the PCI Security Standards Council web site.
B. Merchant acknowledges and agrees that Cardholder Data may be used only for assisting in completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by the applicable payment card association rules, the PCI DSS, or as required by applicable law.
C. In the event of a breach or intrusion of or otherwise unauthorized access to Cardholder Data stored at or for Merchant, Merchant shall immediately notify the card issuer in the manner required in the PCI DSS, and provide the payment card associations and the acquiring financial institution and their respective designees access to Merchant's facilities and all pertinent records to conduct a review of Merchant's compliance with the PCI DSS. Merchant shall fully cooperate with any reviews of their facilities and records provided for in this paragraph.
D. Merchant shall maintain appropriate business continuity procedures and systems to ensure security of cardholder data in the event of a disruption, disaster, or failure of Merchant's or Merchant's primary data systems.
E. If Merchant and its successors and assigns continue to store Cardholder Data after the termination of this Agreement, it shall comply with the PCI DSS after termination of this Agreement.
F. Merchant acknowledges and agrees that Cardholder Data may be used only for assisting in completing an ecommerce transaction, including fraud-control services associated with said ecommerce transaction, subject to applicable law and payment-card association regulations.
9.4 Content Ownership
AT&T Yahoo! does not claim ownership of the Content You place on Your Service. By submitting Content to AT&T Yahoo! for inclusion on Your Service, You grant AT&T Yahoo! and its successors and assigns, the worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, in all material and content displayed in Your web site to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any AT&T Yahoo! property the results of search queries and comparisons conducted on AT&T Yahoo!, including, without limitation, searches conducted on Yahoo! Shopping and the Service. You also grant AT&T Yahoo! the right to maintain such content on AT&T Yahoo!'s servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated.
You acknowledge that AT&T Yahoo! does not prescreen Content, but that AT&T Yahoo! and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, AT&T Yahoo! and its designees shall have the right to remove any Content that violates these Terms, including any applicable AT&T Yahoo! Policies, is illegal, or is otherwise objectionable as determined in AT&T Yahoo!'s sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
9.5 AT&T Yahoo! Proprietary Rights and Software
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content available from AT&T Yahoo! for the Service, or contained in sponsor advertisements or information presented to You through the Service or advertisers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by AT&T Yahoo! or advertisers, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the such Content, the Service, or the Software, in whole or in part.
AT&T Yahoo! grants to You a personal, nontransferable, and nonexclusive right and license to use the object code of its Software only on a server controlled by AT&T Yahoo! for the sole purpose of using the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided or authorized by AT&T Yahoo! for use in accessing the Service.
You may not use web pages or parts of web pages generated by means of the Software, other than Content that originates from and is proprietary to You, on any server other than the servers controlled by AT&T Yahoo! without AT&T Yahoo!'s express written agreement. You also acknowledge and agree that the Software is intended for access and use by means of web browsing software, and that AT&T Yahoo! does not commit to support any particular browsing platform. AT&T Yahoo! reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to You. If any revision or modification to the Software materially changes Your ability to conduct business, Your sole remedy is to cancel Your Service.
With respect to any elective, additional software that may be made available by AT&T Yahoo! in connection with the Service, if You elect to download or access such additional software, You understand that You may have to agree to additional terms and conditions before You use such software.
9.6 AT&T Yahoo! Small Business Account Function
You acknowledge that the web hosting service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. AT&T Yahoo! Small Business is designed to serve the web hosting needs of small, independently owned and operated businesses in the United States. It is not intended to support the greater web hosting needs of large enterprises or internationally based businesses. AT&T Yahoo! Small Business is also a shared web hosting service, which means a number of customers' web sites are hosted from the same server. To ensure that AT&T Yahoo! Small Business is reliable and available for the greatest number of users, a customer's web site usage cannot adversely affect the performance of other customers' sites. Additionally, the purpose of AT&T Yahoo! web hosting is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at AT&T Yahoo!'s sole discretion, You are deemed to have violated this section, or if AT&T Yahoo!, in its sole discretion, deems it necessary due to excessive burden or potential adverse impact on AT&T Yahoo!'s systems, potential adverse impact on other users, server processing power, server memory, abuse controls, or other reasons, AT&T Yahoo! may suspend or terminate Your account without notice to You and with no liability to AT&T Yahoo!.
10.0 AT&T YAHOO! MERCHANT SOLUTIONS: THIS SECTION APPLIES ONLY TO AT&T YAHOO! MERCHANT SOLUTIONS CUSTOMERS
10.1 Ecommerce (Store)
With AT&T Yahoo! Merchant Solutions, You can use the Service to facilitate the creation and maintenance of an interactive online store ("Store") for the sale of goods and services. You acknowledge and agree that You will be solely responsible for all goods and services offered at and sold through Your Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store or in connection with Your account or password. Certain Stores may be subject to additional requirements. You agree that Your use of the Service and Your Store will be in compliance with the Yahoo! Site Guidelines and any applicable laws and regulations at all times. You agree to display in Your Store Your contact information, including but not limited to Your company name, address, telephone number, fax number, and email address. You also agree to update such information to keep it true, accurate, current, and complete.
10.2 Representations and Warranties
You represent and warrant that You have full power and authority under all relevant laws and regulations: (a) to offer and sell the goods and services offered at the Store, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Store; (b) to copy and display the materials used or displayed at the Store; and (c) to provide for credit card payment and delivery of goods or services as specified at the Store.
10.3 Suspension or Termination of Store
In addition to the rights set forth in Sections 5.3 and 5.4, AT&T Yahoo! reserves the right to terminate Your Service, or refuse to host or continue to host any Store which it believes, in its sole discretion: (a) has caused a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; or (b) has become the subject of a government complaint or investigation. Additionally, AT&T Yahoo! reserves the right to review and remove any Store at any time for noncompliance with these Terms.
10.4 Merchant Information
AT&T Yahoo! maintains information about You and the Store on AT&T Yahoo! servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data ("Merchant Information"). You grant to AT&T Yahoo! a nonexclusive, worldwide, royalty-free, perpetual license to use Merchant Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing, and other promotional purposes. You agree that AT&T Yahoo! may disclose Merchant Information in the good-faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce these Terms; (d) to respond to claims that You or the Store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of AT&T Yahoo! or others; provided, however, that nothing in this Section shall impose a duty on AT&T Yahoo! to make any such disclosures.
10.5 PCI Compliance
AT&T Yahoo! Merchant Solutions is compliant with the PCI DSS and is listed as a VISA CISP-compliant service provider. AT&T Yahoo! will conduct periodic audits as required to maintain compliance with the PCI DSS as a service provider. See the current list of CISP-compliant service providers in PDF format. If you have additional questions that relate to PCI DSS compliance, please visit the help center.
10.6 Deletion of Merchant Information
You agree that AT&T Yahoo! may delete customer credit card information from AT&T Yahoo! servers 14 days after You retrieve such information, and may delete all other Merchant Information from AT&T Yahoo! servers at the end of each calendar year.
10.7 Technical Access
You acknowledge and agree that technical processing of Merchant Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. You also acknowledge and agree that AT&T Yahoo! may access Your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.
10.8 Sale and Assignment of Stores
Notwithstanding Section 16 below, You are permitted to sell Your Store to a third party, provided that all of the following occur: (a) You assign, in accordance with Section 24 below, all rights and obligations under these Terms to such third party receiving the Store, (b) You give prior written notice to AT&T Yahoo!, (c) You provide to AT&T Yahoo! evidence that such third party has agreed to these Terms as a permitted assignee, and (d) such third-party assignee has provided AT&T Yahoo! with all information requested by AT&T Yahoo!, and such information is complete and accurate. Should You attempt to sell a Store or assign these Terms in violation of this Section 10.7, such attempt will be null and void, and You will remain responsible for all obligations and liabilities under these Terms, Your Store, and the Service.
11.0 AT&T YAHOO! BUSINESS MAIL: THIS SECTION DOES NOT APPLY TO AT&T YAHOO! DOMAINS CUSTOMERS
11.1 Service Description
AT&T Yahoo! Business Email allows You to register a domain name and to create web-based or POP email accounts for the purpose of sending and receiving email at the domain name registered by You. If you have a Business Email product, other than Custom Mailbox, You can create email subaccounts for Domain Email Users so that they may send and receive email with selected email addresses. You expressly agree that any violation of these Terms may result in termination of any and all email accounts, as determined in AT&T Yahoo!'s sole discretion. AT&T Yahoo! expressly assumes no liability for any losses incurred due to Domain Email User activities.
11.2 Domain Email Users
If You are a Domain Email User, You agree that Your use of Your email subaccount is also subject to these Terms, and the Business Email Additional Terms of Service, and that Your violation of these Terms may result in termination of Your subaccount, or the entire Service, as determined in AT&T Yahoo!'s sole discretion. Please note that all Domain Email Users who are assigned web-based email subaccounts must have AT&T Yahoo! IDs and are subject to the AT&T Yahoo! Terms of Service and the Small Business Email Guidelines. AT&T Yahoo! expressly assumes no liability for any losses incurred by You due to Domain Email User activities. Domain Email Users who are assigned web-based email subaccounts may use their AT&T Yahoo! IDs to access AT&T Yahoo! Calendar, Address Book, Briefcase, and Notepad (collectively "PIM") in conjunction with their Business Email account. Information residing in a Domain Email User's PIM belongs to the Domain Email User. Information residing in the separate Business Email account belongs to You. You may edit preferences, settings, add, or delete email addresses, read or send email, monitor Domain Email User behavior, and control access to certain areas on the Business Email account.
12.0 AT&T YAHOO! DOMAINS
12.1 Domain Service
For AT&T Yahoo! Domains Services, the Service includes assisting You in acquiring or moving a domain name (i.e. web address) as well as providing you access to certain AT&T Yahoo! software to facilitate your use of the Service.
PLEASE NOTE: WITH RESPECT TO AT&T YAHOO! DOMAINS, NOTHING IN THE AGREEMENT OBLIGATES AT&T YAHOO! TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE WEB SITE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.
12.2 New Domain Registration
If You register a new domain name in conjunction with any Service, the following terms also apply:
- (a) AT&T Yahoo! has chosen Internet Names Worldwide (a division of Melbourne IT Limited), or "INWW," an ICANN accredited registrar for .com, .net, .org, .biz, .info, and .us domain names, to provide domain name registration services. You hereby authorize AT&T Yahoo! to acquire Your selected domain name from INWW. In order to receive a domain name, You must agree to INWW's terms and conditions, In order to receive a domain name, You must agree to INWW's terms and conditions, which immediately follow Section 29 of this CTOS and are also located at http://smallbusiness.yahoo.com/tos/domain-reg-agreement, as may be amended. You understand that You are creating a separate contractual relationship between You and INWW, and that You, and not AT&T Yahoo!, are responsible for all fees, liability, and obligations in connection with that relationship. Until the Service is canceled or otherwise terminated, AT&T Yahoo! will pay on Your behalf the domain registration/renewal fees as part of the Service. You agree that Your obligations to indemnify under "Indemnity" in these Terms includes any claim or demand associated with Your domain name, any domain name preregistration services provided through the Service, or the INWW terms and conditions.
- (b) You will be listed as the registrant and administrative contact in connection with Your domain name, unless You choose another registrant and administrative contact. If You choose a registrant and administrative contact other than Yourself, such person(s) must enter into an agreement directly with the INWW and, additionally, will be bound by this Agreement in addition to You. You hereby authorize AT&T Yahoo! to list Yahoo! as the billing contact, technical contact, and name server in connection with Your domain name and to take any actions AT&T Yahoo! deems appropriate in those capacities. However, upon termination of the Service, AT&T Yahoo! may immediately cease acting in those capacities and reserves the right to transfer Your account to INWW for collection of past-due amounts. In the event of such transfer, You authorize INWW to serve as the billing contact, technical contact, and name server in connection with Your domain name, and to take any actions the INWW deems appropriate in those capacities. Upon termination of the Service, AT&T Yahoo! will not be responsible for forwarding any notices, emails, or other correspondence to You or taking any other actions in connection with Your domain name. You will be solely responsible for all ongoing fees, as well as removing Yahoo! as the billing, technical contact, and name servers in connection with Your domain name, unless AT&T Yahoo! notifies You otherwise.
- (c) You acknowledge that AT&T Yahoo! cannot guarantee the availability of the domain name you select for your use until AT&T Yahoo! receives confirmation of its order from INWW, which may take several business days.
12.3 Using a Preexisting Domain Name
If You have previously registered a domain name with another provider and want to use it with the Service, You must request that the existing registrar change the name servers for the domain name as designated by AT&T Yahoo!, on Your behalf.
PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO AT&T YAHOO! FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.
12.4 Transferring to AT&T Yahoo!'s Registrar of Record
INWW is Yahoo!'s current registrar of record. If Yahoo! switches to another registrar of record, Yahoo! may at any time request in writing that You transfer the domain name registered for the Service to the new registrar of record. If You do not agree to this request within 30 days, You agree that Yahoo! will continue to provide the Service to You, but may, in its sole discretion, either:
(a) require You to pay an additional fee to AT&T Yahoo! for the Service in order to renew and maintain Your domain name with the prior registrar of record; or
(b) require You to be responsible for all fees, including any renewal fees, directly with the prior registrar of record, in which case You authorize AT&T Yahoo! to cease to pay for the domain name fees as part of the Service, and change the billing contact details for the domain name from AT&T Yahoo! to You by providing Your applicable Account Information to the prior registrar of record.
12.5 Verifying Your Domain Name Information
In compliance with ICANN regulation and the INWW gTLD Terms and Conditions or the INWW .us Terms and Conditions, as applicable ("Required Information"), and in order to minimize the risk of fraud, AT&T Yahoo! may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any Required Information to AT&T Yahoo!'s reasonable satisfaction, within 15 days of any such request from AT&T Yahoo!, AT&T Yahoo! may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from AT&T Yahoo!'s servers.
12.6 Your Domain Registration Information
If You choose to register a domain name using the Private Domain Registration feature of the Service, which will substitute certain information relating to the registration of the Domain Name, such as the name, postal address, email address, telephone number, and fax number of the administrative contact, technical contact, and billing contact, and where applicable, the postal address, telephone number, and fax number of the registrant contact ("Contact Details"), but not the organization name, the following terms also apply:
(a) AT&T Yahoo! has chosen Internet Names Worldwide (a division of Melbourne IT Limited), or "INWW," an ICANN accredited registrar, to provide the Private Domain Registration features of the Service. With respect to all matters concerning the Private Domain Registration feature of the Service, you agree with all of the terms and conditions of the End User Agreement between you and INWW, which are located at the following link: http://www.melbourneit.com.au/policies/yahoo-gtld.php.
(b) You agree to keep all information provided to AT&T Yahoo! and INWW complete, true, and accurate at all times.
(c) You understand that your billing and contact information must be complete, true, and accurate at all times.
(d) You will not use or attempt to use the service to avoid any legal obligations, including without limitation any requirements to register Yourself or any entity with the appropriate governmental organizations, or to avoid, resist, or make more difficult the service of legal process on You, or any legal entity.
(e) You will respond in a timely manner to any communications from AT&T Yahoo!, INWW and any communications from a third party forwarded to You by INWW.
(f) YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT ANY CANCELLATION, FAILURE TO RENEW, TERMINATION, OR DESELECTION OF PRIVATE DOMAIN REGISTRATION FEATURES BY EITHER YOU OR AT&T YAHOO! WILL RESULT IN PUBLICATION OF THE REGISTRATION INFORMATION OF THE ASSOCIATED DOMAIN(S) IN THE PUBLIC WHOIS DATABASE AND MADE PUBLICLY AVAILABLE.
(g) NOTWITHSTANDING THE PRIVATE DOMAIN REGISTRATION FEATURE OF THE SERVICE, YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YAHOO! AND/OR INWW MAY DISCLOSE THE CONTACT DETAILS REGARDING THE RELEVANT DOMAIN NAME WITHOUT ANY LIABILITY TO YOU, IF YAHOO! OR INWW CONSIDERS, IN THEIR SOLE DISCRETION, THAT DISCLOSURE IS NECESSARY OR DESIRABLE TO COMPLY WITH THE REQUIREMENTS OR DIRECTIONS OF ANY GOVERNMENT AGENCY, OR REGISTRY, ANY APPLICABLE LAW, REGULATION OR RULE, SUBPOENA, COURT ORDER, OR ENFORCEMENT AGENCY REQUEST; OR IF ANY THIRD PARTY INSTITUTES PROCEEDINGS AGAINST AT&T YAHOO! OR INWW, OR THREATENS TO TAKE PROCEEDINGS AGAINST EITHER AT&T YAHOO! OR INWW, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE RELEVANT DOMAIN NAME.
12.7 Expired Domains
Should Your Service be terminated, and You let Your domain registration lapse, Your registration will expire and AT&T Yahoo! may, at our discretion, elect to assume the registration for our own account, delete it, or sell it to a third party. You acknowledge and agree that Your right and interest in a domain name ceases upon its expiration, and that any expired domain name may be made available for registration by a third party.
13.1 Compliance with Laws
You agree to comply with the export, re-export, and import laws and regulations of the United States and other applicable countries where you operate or do business, including but not limited to the United States Export Administration Regulations, the antiboycott rules, and the Office of Foreign Assets Control regulations. Specifically, but without limitation, you represent and warrant that you:
- (a) will not use the Service to directly or indirectly conduct, promote, or facilitate business in countries and with nationals that are prohibited by U.S. embargoes or trade sanctions (these embargoed and sanctioned countries are: Cuba, North Korea, Iran, Sudan, and Syria; You are responsible for complying with any updates and revisions that the U.S. government makes to this list of prohibited export destinations);
- (b) are not a party identified on any government export exclusion lists nor using the Service to conduct business with a party identified on such lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists;
- (c) will not use the Service to export items, Content, or materials to or for military, nuclear, missile, chemical, or biological weaponry end users or end uses; and
- (d) will defend, indemnify, and hold Yahoo! harmless against any liability (including attorneys' fees) arising out of or related to your failure to comply with applicable export, re-export, and import laws and regulations.
You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations, and orders, including, but not limited to, tax and intellectual property, including copyright, content, sales, mail-order, commerce, and ecommerce laws and regulations. You shall be responsible for determining which laws or regulations are applicable to Your use of the Services. You shall, upon the request of Yahoo!, provide Yahoo! assurance of Your compliance with those laws. You acknowledge that Yahoo! exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Yahoo! Policies.
You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between AT&T Yahoo! and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless AT&T Yahoo! for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from AT&T Yahoo! due to Your failure to pay or collect and remit such tax to such authority.
AT&T Yahoo! reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.
You agree to indemnify and hold harmless AT&T Yahoo!, and its parents, subsidiaries, affiliates, cobranders or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of Your Content, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of these Terms, including any applicable AT&T Yahoo! Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. AT&T Yahoo! reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.
16.0 RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of AT&T Yahoo!
17.0 GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that AT&T Yahoo! may establish general practices and limits concerning use of the Service.
18.0 MODIFICATIONS TO AND DISCONTINUATION OF SERVICE
AT&T Yahoo! reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that AT&T Yahoo! shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.
19.0 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AT&T YAHOO! EXPRESSLY DISCLAIMS 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 NONINFRINGEMENT.
(b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT (i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
(f) AT&T YAHOO! ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
(g) IF YOU UTILIZE A BLOG TOOL (SUCH AS WORDPRESS) IN CONNECTION WITH THE SERVICES, UNDER CERTAIN CIRCUMSTANCES AT&T YAHOO! MAY DEEM IT NECESSARY TO AUTOMATICALLY UPGRADE THE VERSION OF SUCH BLOG TOOL YOU ARE THEN USING. UNDER NO CIRCUMSTANCES WILL AT&T YAHOO! ASSUME ANY LIABILITY WHATSOEVER IN CONNECTION WITH ANY SUCH AUTOMATIC UPGRADE, INCLUDING, BUT NOT LIMITED TO, LIABILITY WITH RESPECT TO DATA LOSS, DATABASE CORRUPTION, AT&T YAHOO! PLUG-INS, CACHING, CUSTOM DESIGN, AND/OR THIRD-PARTY PLUG-INS.
(h) THE SERVICE IS DESIGNED TO SERVE CERTAIN NEEDS OF SMALL, INDEPENDENTLY OWNED AND OPERATED BUSINESSES IN THE UNITED STATES. THE SERVICE IS NOT INTENDED TO SUPPORT THE NEEDS OF LARGE ENTERPRISES OR INTERNATIONALLY BASED BUSINESSES. WITHOUT LIMITATION OF ANY OF THE FOREGOING PROVISIONS OF THIS SECTION, AT&T YAHOO! PROVIDES NO WARRANTIES WITH RESPECT TO USE OF THE SERVICE OUTSIDE OF ITS INTENDED PURPOSES OR ITS INTENDED CUSTOMERS.
20.0 LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AT&T AND YAHOO! AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, COBRANDERS OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AT&T YAHOO! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.
AT&T AND YAHOO!'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO AT&T YAHOO! OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT AT&T YAHOO! HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Notices by AT&T Yahoo! to You may be made via either email or regular mail. AT&T Yahoo! may also provide notices of changes to these Terms or other matters by sending email, displaying notices or links to notices, or by posting material on http://sbc.yahoo.com. Notices and requests for changes in service or support by You to AT&T Yahoo! must be given by calling 866-722-9932, or by email to email@example.com. LEGAL NOTICES must be given by letter delivered by first class U.S. mail to AT&T Yahoo!, P.O. Box 204089, Austin, Texas 78720-4089.
22.0 CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)
These Terms and the relationship between You and AT&T Yahoo! shall be governed by the laws of the State of California without regard to its conflict-of-law provisions, and specifically excluding from application to these Terms that law known as the United Nations Convention on the International Sale of Goods. You and AT&T Yahoo! agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California. The failure of AT&T Yahoo! to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
23.0 FORCE MAJEURE
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of AT&T Yahoo!), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If AT&T Yahoo! is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of AT&T Yahoo!
Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of AT&T Yahoo!, and any attempted assignment or delegation without such consent will be void. AT&T Yahoo! may assign this Agreement in whole or part. AT&T Yahoo! also may delegate the performance of Services to third parties, including AT&T Yahoo! affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
25.0 RELATIONSHIP OF PARTIES
This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between AT&T Yahoo! and You. Neither AT&T Yahoo! nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
26.0 NO THIRD-PARTY BENEFICIARIES
AT&T Yahoo! and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.
27.0 COPYRIGHTS AND COPYRIGHT AGENTS
AT&T Yahoo! respects the intellectual property of others, and we ask that You do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent for notice the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that You claim has been infringed;
(c) a description of where the material that You claim is infringing is located on the site;
(d) Your address, telephone number, and email address;
(e) a statement by You that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual-property owner or authorized to act on the copyright or intellectual-property owner's behalf.
The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached as follows:
c/o Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
By phone: (408) 349-5080
By email: firstname.lastname@example.org
AT&T Internet Services
1010 N. St. Mary's, 14th Floor
San Antonio, TX 78215
By phone: (210) 246-8600
By fax: (210) 246-8699
28.0 INTEGRATION AND SEVERABILITY
These Terms constitute the entire agreement between You and AT&T Yahoo! and govern Your use of the Service, superceding any prior agreements between You and AT&T Yahoo! (including, but not limited to, any prior versions of these Terms) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other AT&T Yahoo! services, third-party content, or third-party software. If any provision of these Terms or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.
The provisions of Sections 3, 4, 5.6, 5.7, 5.8, 7, 8, 9, 10.1, 10.2, 10.4, 10.5, 10.6, 10.7, and 11 through this Section 29 will survive any termination or expiration of these Terms.
MELBOURNE IT DOMAIN NAME REGISTRATION AGREEMENT
.com, .net, .org, .biz, .info, .us, .name, .travel, .cat and .mobi registrations only
PART A - Terms that apply to all domain name registrations
TERMS AND CONDITIONS
Melbourne IT is an accredited Registrar of Internet Corporation For Assigned Names and Numbers (ICANN). This domain name registration agreement (Registration Agreement) is submitted by you, the applicant for, and on registration, the licence holder of a domain name (refered to in this Agreement as you, your and the Registrant) to Melbourne IT Limited ACN 073 716 793 (Melbourne IT) for the purpose of registering a domain name.
Part A sets out the general provisions governing all domain name registrations governed by this Registration Agreement.
Part B sets out the additional provisions specific to .com, .net and .org domain name registrations.
Part C sets out the additional provisions specific to multi-lingual domain name registrations.
Part D sets out the additional provisions specific to other domain name pre-registrations and registrations governed by this Registration Agreement.
If this Registration Agreement is accepted by Melbourne IT, Registrant agrees to be bound by the terms and conditions of this Registration Agreement in respect of any domain name pre-registrations or registrations submitted by Registrant to Melbourne IT.
2. Changes to this Registration Agreement
Melbourne IT may change the terms and conditions of this Registration Agreement either by obtaining your consent or giving you notice. The period of notice given by Melbourne IT depends on the nature of the change. If:
1. the change will benefit you, we may make the change immediately and are not required to notify you prior to the change;
2. the change is required by law, a regulatory body (including ICANN, auDA or any other domain name regulatory body) or for a technical reason (including for security), we will give you a reasonable period of notice not exceeding 3 days;
3. we consider that the change has a significant and detrimental impact on our customers generally, we will give you at least 30 days notice prior to the change, and
4. for all other changes, we will also give you at least 30 days notice prior to the change.
Melbourne IT may give notice of a change by posting the new version of the Agreement on its website located at www.melbourneit.com.au/policies.
3. Licensing of Domain Name
Registrant remains the responsible contracting party under this Registration Agreement, even if Registrant licenses use of the domain name to a third party.
4. Dispute Policy
Registrant agrees, as a condition to submitting this Registration Agreement, and if the Registration Agreement is accepted by Melbourne IT, that on successful registration of any domain name under this Agreement the Registrant is bound by Melbourne IT's current dispute policy and the dispute policy procedures. Registrant acknowledges that the dispute policy described in this clause 4 is the Uniform Domain Name Dispute Resolution Policy (the UDRP Dispute Policy). Registrant agrees that in respect of the pre-registration or registration of other domain names covered by this agreement in Part D, other dispute policies may apply as specified by the registry administrator of those domain names from time to time, as described in more detail in Part D (the "Other Dispute Policies"). Registrant agrees that Melbourne IT may change or modify the UDRP Dispute Policy, incorporated by reference herein, at any time. Registrant agrees that Registrant's maintaining the registration of a domain name after changes or modifications to the UDRP Dispute Policy become effective constitutes Registrant's continued acceptance of these changes or modifications. Registrant agrees that any dispute relating to registration or use of its domain name (and which is not the subject of the Other Dispute Policies) will be subject to the provisions specified in the UDRP Dispute Policy. Without prejudice to other potentially applicable jurisdictions, Registrant submits to the jurisdiction of the courts as described in clause 23. The UDRP Dispute Policy can be viewed at http://www.inww.com/policies/gtlddispute.php3. The UDRP Dispute Policy procedure can be viewed at http://www.inww.com/policies/gtldrules.php3.
Registrant agrees that if this Registration Agreement is completed by an agent for the Registrant, such as an Administrative Contact/Agent, the Registrant is nonetheless bound as a principal by all terms and conditions herein, including the relevant domain name dispute policy.
6. Expiration of the domain name license
i. You may renew your domain name with Melbourne IT at any time before the date 40 days after the Expiry Date (Renewal Deadline).
ii. Registrant acknowledges that certain registry authorities offer a further period after the Renewal Deadline during which a registrant may renew their domain name before it is available for re-registration by other parties. If your domain name has not otherwise been dealt with by Melbourne IT under the terms of this Registration Agreement, your domain name will be cancelled at the registry after which you may be eligible for a further 30 day Registry Redemption Grace Period during which you may redeem your domain name by paying to Melbourne IT the redemption fee (the current redemption fee is set out at http://www.melbourneit.com.au and is subject to change).
6A Additional Provisions for Undelegated and Expiring Domain Names
6A.1 On registration of a domain name with Melbourne IT as registrar Melbourne IT may by default delegate that name to resolve to a Melbourne IT Parked Page. Registrant acknowledges and agrees that the Melbourne IT Parked Page may include a statement and graphics to the effect that the website/domain name is registered/powered by Melbourne IT; links to Melbourne IT's website; links to third party websites, advertising of Melbourne IT products and services and advertising content from or about a third party and/or their products and services. Registrant may opt-out of the display of the Melbourne IT Parked Page prior to the Expiry Date by:
6A.1.1 registering the domain name with a Melbourne IT Authorised Reseller who has agreed with Melbourne IT not to participate;
6A.1.2 delegating its domain name to a different nameserver; or
6A.1.3 giving written notice to Melbourne IT Limited at Level 2, 120 King Street, Melbourne 3000 Australia (or such other business address notified from time to time by Melbourne IT on its web site).
6A.2 At the request of the Registrant Melbourne IT may provide its Private Registration Service (which includes, without limitation, updating certain public contact details associated with the domain name such as the postal address and email address in the WHOIS database) with respect to the domain name for the period up to and including the Expiry Date on the following terms.
6A.2.2 The Private Registration Terms located at http://www.melbourneit.com.au/policies/privateregpolicy.php (as may be updated from time to time) are hereby incorporated into this Agreement by reference.
6A.2.4 Registrant may terminate the provision of the Private Registration Service at any time prior to the Expiry Date in accordance with the Private Registration Terms.
6A.2.5 Melbourne IT may charge Registrant a fee for the provision of the Private Registration Service as notified to the Registrant from time to time. Registrant will be required to pay (and to continue to pay) for the Private Registration Service in accordance with the billing and payment provisions contained in the Private Registration Terms
6A.2.6 Registrant may terminate the provision of the Private Registration Service: 6A.2.6.1 in the case of changing the fee for the Private Registration Service, at any time by at least 30 days written notice to Melbourne IT; or 6A.2.6.2 at any other time in accordance with the Private Registration Terms.
6A.3 Melbourne IT may elect to lock the domain name at any time and Registrant may unlock the domain name at any time subject to any relevant policies, procedures and processes (for example, relating to a UDRP dispute).
6A.5 Following the Expiry Date, Melbourne IT may delegate (or re-delegate, if applicable) any domain name registered through Melbourne IT as registrar to resolve to a Melbourne IT Parked Page.
6A.6 Melbourne IT may from the Expiry Date:
6A.6.1 state that the domain name may become available to be acquired or transferred to a third party following the expiration of the Renewal Deadline via the Melbourne IT Parked Page or such other means reasonably determined by Melbourne IT; and
6A.6.2 Melbourne IT may continue to supply Melbourne IT's Private Registration Service to Registrant in connection with the domain name) in accordance with the Private Registration Terms, at no cost to Registrant.
6A.7 If Registrant has not renewed the domain name by the Renewal Deadline, Melbourne IT may transfer the domain name to a third party (Transferee) on Registrant's behalf and as Registrant's agent (Registrant Domain Name Transfer).
6A.8 In order to facilitate a Registrant Domain Name Transfer, Registrant agrees that:
6A.8.1 Melbourne IT may use a third party provider of auction services and/or sale services in connection with the transfer of domain names (Third Party Provider);
6A.8.2 Melbourne IT has full authority to act as Registrant's agent (including to exercise any rights under any terms and conditions) to effect the Registrant Domain Name Transfer, and any such acts will be deemed as an act validly performed by the Registrant;
6A.8.4 Melbourne IT will notify Registrant by email following receipt of any fees received by Melbourne IT in cleared funds from a Transferee for a Registrant Domain Name Transfer. Registrant acknowledges that Melbourne IT will only be able to contact Registrant, if required, under this clause 6A.8.4. if Registrant keep its contact details with respect to the domain name up to date. Registrant therefore agrees that Registrant will be solely responsible for keeping such contact details up to date;
6A.8.5 Registrant may receive a transfer price commission, as specified from time to time at www.melbourneit.com.au/help/index.php?questionid=50103, which link or transfer price commission may be updated or amended by Melbourne IT from time to time (Transfer Price Commission) subject to: 6A.8.5.1 Registrant applying to Melbourne IT for that Transfer Price Commission within ninety days of the email notification referred to in clause 6A.8.4, in accordance with the process notified from time to time by Melbourne IT to Registrant (Transfer Price Commission Application); and
6A.8.5.2 Melbourne IT being able to authenticate the identity of Registrant via Melbourne IT's standard authentication procedures, as applicable at the relevant time; 6A.8.6 If eligible and the Registrant has provided Melbourne IT with the Transfer Price Commission Application (but not otherwise), Registrant, will be paid the Transfer Price Commission within 30 days of receipt by Melbourne IT of the Transfer Price Commission Application (Payment Date Period) and in a manner determined by Melbourne IT in its sole discretion (including but not limited to, by a transfer of funds via a Paypal™ account or similar service), such manner to be detailed in an email communication to Registrant within the Payment Date Period. Registrant acknowledges that if Melbourne IT determines to pay the Transfer Price Commission via a Paypal™ account or similar service, Registrant will only be able to receive the Transfer Price Commission in the event that Registrant sets up an account with Paypal™ account or that other service (if applicable); and
6A.8.7 If eligible the Registrant will be paid any Transfer Price Commission (if applicable):
6A.8.7(A) subject to clause 6A.8.7(B), exclusive of any goods and services tax and any other taxes and charges that may be applicable to the Transfer Price Commission by any relevant law, and Registrant will be responsible for any applicable tax, charge or levy; or
6A.8.7(B) if Registrant is an Australian resident for taxation purposes, in addition to being required to provide Melbourne IT with the Transfer Price Application, Registrant must provide Melbourne IT with a valid Australian Business Number (ABN), and any Transfer Price Commission paid to Registrant:
6A.8.7(B)(i) will be paid inclusive of any goods and services tax ("GST") but exclusive of any other tax or charge which may apply to the commission under any relevant law, and for which Registrant shall be responsible; and
6A.8.7(B)(ii) will be supported by a recipient-created tax invoice issued to Registrant by Melbourne IT in accordance with the requirements of the GST legislation then in force.
6A.9 Registrant acknowledges that if Melbourne IT undertakes any of the actions contemplated by clauses 6A.5 or 6A.6, any services in connection with the domain name (including without limitation, any email services) will cease.
6A.10 Registrant agrees that Melbourne IT may cease and not complete a Registrant Domain Name Transfer for any reason at any time (including, without limitation, if any dispute is raised in connection with the domain name or if Melbourne IT is required to do so to comply with any order or direction of ICANN, any applicable registry administrator or enforcement agency, or Melbourne IT elects to comply with any request from such party to do so).
6A.11 Nothing in this clause 6A will constitute an obligation for Melbourne IT to effect or an express or implied guarantee or warranty that Melbourne IT will be successful in effecting a Registrant Domain Name Transfer. In addition Melbourne IT takes no responsibility for (and will have no liability to Registrant for) any act (or omission) of the Third Party Provider arising directly or indirectly out of the auction or sale of the domain name, including, without limitation, with respect to the finalisation of the auction or sale of the domain name of the domain name by the Third Party Provider.
6A.12 Nothing in this clause 6A shall require Melbourne IT to perform any act or thing which, in Melbourne IT's sole discretion, is inconsistent with or disadvantageous to its role as registrar under this Agreement or otherwise, or result in Melbourne IT not being entitled to exercise any other right available to Melbourne IT under this Agreement.
7. Limitation of Liability
To the extent permitted by law, Registrant agrees that neither Melbourne IT nor the registry administrator has any liability to the Registrant or the Registrant's agent for any loss Registrant may incur in connection with Melbourne IT's processing of this Registration Agreement, Melbourne IT's processing of any pre-registration application or application for a domain name, the processing of any authorized modification to the domain name's record during the covered registration or renewal period, any action (or inaction of either Melbourne IT or any Third Party Provider under clause 6A), or the failure by the Registrant or the Registrant's agent to pay a pre-registration fee or other fee (including, without limitation, any registration fee or renewal fee), or as a result of the application of the provisions of the relevant domain name dispute policy. Registrant agrees that in no event will the liability of Melbourne IT under this Agreement for any matter exceed, in the sole option of Melbourne IT, the re-supply of the services again or the fee paid to Melbourne IT for the provision of the services.
Registrant agrees to indemnify, keep indemnified and hold both Melbourne IT and the registry administrator, their directors, officers, employees and agents harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to Registrant's domain name registration, renewal or pre-registration, or to the Registrant's use of the domain name. This clause survives termination of this Agreement.
Registrant agrees that failure to abide by any provision of this Registration Agreement or the relevant domain name dispute policy (including, without limitation, any domain name dispute policy that applies during a pre-registration period) may be considered by Melbourne IT to be a material breach and that Melbourne IT may provide a notice, describing the breach, to the Registrant. If, within thirty (30) days of the date of such notice, the Registrant fails to provide evidence, which is reasonably satisfactory to Melbourne IT, that it has not breached its obligations, then Melbourne IT may delete Registrant's registration of the domain name. Any such breach by a Registrant shall not be deemed to be excused simply because Melbourne IT did not act earlier in response to that, or any other, breach by the Registrant. Notice may be given by mail, facsimile or electronic means.
10. No Warranty by Melbourne IT
Registrant agrees that neither a pre-registration application nor a registration of a domain name grants any legal rights of ownership of the relevant domain name, nor does it confer immunity from objection to the pre-registration, registration or use of the domain name.
11. Acknowledgements and Warranty
(i) Registrant acknowledges that it is Registrant's responsibility to ensure that the domain name is renewed. Registrant agrees, in addition to the indemnity above, to keep indemnified, release and hold harmless Melbourne IT and the registry administrator, their directors, officers, employees and agents, against any claim for damage or loss arising from any failure of Registrant's domain name to be renewed by Registrant.
(ii) Registrant warrants that, to the best of Registrant's knowledge and belief, neither its registration of a domain name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party. Breach of this warranty will constitute a material breach.
Registrant agrees that Melbourne IT may delete a Registrant's domain name if any information required to be supplied by the Registrant under this Registration Agreement, or subsequent modification(s) thereto, is false or misleading, or conceals or omits any information Melbourne IT would likely consider material to its decision to approve this Registration Agreement.
13. Right of Refusal
Registrant acknowledges that the registry administrator or ICANN policy may provide that registration of certain domain names is prohibited. Melbourne IT, in its sole discretion, reserves the right to refuse to approve the Registration Agreement for any Registrant. Registrant agrees that the submission of this Registration Agreement does not obligate Melbourne IT to accept this Registration Agreement. Registrant agrees that Melbourne IT is not liable for loss or damage that may result from Melbourne IT's refusal to accept this Registration Agreement.
14. Change in Registrar
Registrant agrees that it can change its Registrar for an existing domain name only in accordance with registry administrator policy. Registrant agrees it may not change its Registrar for a period of sixty (60) days after initial registration of the domain name with Melbourne IT.
15. Suspension, Cancellation, Transfer
Registrant agrees that registration of its domain name shall be subject to suspension, cancellation or transfer by any ICANN procedure, or by any registry administrator procedure approved by ICANN policy:
15.1 to correct mistakes by Registrar or the registry administrator in registering the domain name;
15.2 for the resolution of disputes concerning the domain name; or
15.3 in case of arbitration or court proceedings being commenced with respect to the rights to the domain name. In addition to the above rights, Melbourne IT may suspend or cancel the registration of Registrant's domain name, or, suspend the delegation of Registrant's Domain Name, if as reasonably determined by Melbourne IT in its sole discretion, the Registrant or any other person uses the domain name in connection with any:
15.4 activity that infringes the intellectual property rights or other rights of any third party;
15.5 activity that defames or disparages any third party; or
15.6 otherwise illegal or fraudulent activity, or otherwise in accordance with Melbourne IT's Acceptable Use Policy.
16.1 The registration fee is payable with the Application.
16.2 Registration is not effective until the Registration fee has been paid and cleared.
16.3 The registration is for the full period of years selected and paid for at the time of Application or renewal.
16.4 All fees are non-refundable.
17. Non payment
Registrant agrees that failure to pay any fee for its domain name when due (as evidenced for example by, without limitation, Registrant's payment method company notifying Melbourne IT of Registrant disputing the payment of, or refusing to pay such Registration fee, or where the Registrant's credit card or PayPal payment has been declined or reversed) will entitle Melbourne IT to immediately transfer the relevant domain name from the Registrant to Melbourne IT, at its sole discretion. Registrant acknowledges that Melbourne IT will own all rights of the registered domain name holder in respect of any domain name transferred to Melbourne IT under this clause 17, including the right to sell the domain name to a third party. Melbourne IT may in its sole discretion re-transfer the relevant domain name to the Registrant subject to the Registrant's payment of any outstanding Registration fee, and Registrant's payment of Melbourne IT's then current re-transfer fee.
Registrant agrees that the terms of this Registration Agreement are severable. If any term or provision is declared invalid, it shall not affect the remaining terms or provisions, which shall continue to be binding.
19. Application Details
Registrant must provide to Melbourne IT the information set out in the compulsory fields and may provide the information set out in the discretionary fields of the Application ('Information'). Registrant warrants that all Information provided is accurate and reliable. Registrant undertakes to promptly correct and update Information during the registration or renewal period and to respond within fifteen (15) calendar days to inquiries from Melbourne IT concerning the accuracy of compulsory Information.
Registrant agrees that this Registration Agreement and the relevant domain name dispute policy (including, without limitation, any domain name dispute policy that applies during a pre-registration period) is the complete and exclusive agreement between Registrant and Melbourne IT regarding the registration of Registrant's domain name. This Registration Agreement and the relevant domain name dispute policy supersede all prior agreements and understandings, whether established by custom, practice, policy, or precedent.
20. Use of Information
20.1 Registrant acknowledges Information obtained from Registrant will be:
20.1.1 transmitted to the registry administrator for registry use
20.1.2 publicly available as required by ICANN, the registry or the relevant regulator;
20.1.3 used by Melbourne IT for inclusion in registers and data bases produced by Melbourne IT or its licensees.
20.2 Registrant may access data provided and rectify any incorrect data relating to Registrant through a registry key to be provided by Melbourne IT. Registrant may provide a written authorisation to an agent to hold and use the registry key. Registrant must inform Melbourne IT of its current agent as required by Melbourne IT.
20.3 Registrant consents to the use of the Information for the purposes set out in clauses 20.1.1 to 20.1.3.
20.4 Registrant warrants that it has provided, or will provide, to any third party individuals whose personal details the Registrant has provided to Melbourne IT, the same information about use of those details as are set out in this clause 20, and that the third parties individually have consented to use of their personal data.
20.6 Melbourne IT will take reasonable precautions to protect personal information obtained from Registrant from loss, misuse, unauthorised access or disclosure, alteration or destruction.
Registrant agrees that the terms of this Registration Agreement are severable. If any term or provision is declared invalid, it shall not affect the remaining terms or provisions, which shall continue to be binding.
Registrant agrees that this Registration Agreement and the relevant domain name dispute policy (including, without limitation, any domain name dispute policy that applies during a pre-registration period) is the complete and exclusive agreement between Registrant and Melbourne IT regarding the registration of Registrant's domain name. This Registration Agreement and the relevant domain name dispute policy supersede all prior agreements and understandings, whether established by custom, practice, policy, or precedent.
23. Governing Law
23.1 Registrant agrees that this Registration Agreement is to be construed in accordance with the laws of the State of Victoria, Australia.
23.2 In relation to any dispute, legal action or proceedings that may be brought by the Registrant with respect to this Agreement or any transaction contemplated by this Agreement, Registrant irrevocably and unconditionally submits to and accepts the exclusive jurisdiction and venue of the Courts of Victoria, Australia (including the Victorian Registry of the Federal Courts. and all courts hearing appeals from such Courts.
23.3 In relation to any dispute, legal action or proceedings that may be brought against the Registrant by a third party concerning or arising from use of the domain name (including a UDRP dispute), the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant's domicile and (2) where Melbourne IT is located.
24.1 Nothing in this Agreement may be construed as creating the relationship of agency partnership or joint venture between the parties.
24.2 Failure by Melbourne IT to require Registrant to comply with a provision of this agreement does not affect the full right to require any provision to be performed at any time thereafter.
Part B - Terms that apply to .com, .net, .org domain name registrations only
25. .com, .net and .org registry operators
Verisign Global Registry Services is the registry administrator responsible for administering the .com and .net domain name registry. Public Interest Registry is the registry administrator responsible for administering the .org domain name registry.
PART C - Multilingual Registrations
26. Special Provisions for ML.Registrations
Registrants who register an Internationalised Domain Name (hereafter referred to as a 'Multilingual domain name') acknowledge that the Multilingual system is at all times subject to any change in standards published from time to time by the Internet Engineering Task Force ('IETF').
As at the date of this Agreement, IETF standards have been implemented for .com, .net and .org Multilingual domain names.
Registrant acknowledges and agrees that any changes or amendments to these IETF standards may cause the internal representation of a Multilingual domain name or the licence period of a Multilingual domain name to change, become invalid, or, be deleted. Such occurrences will be resolved on a case-by-case basis by Melbourne IT, as they occur, to the extent that Melbourne IT is able to do so.
No .org Multilingual domain name may be registered from the date of this Agreement, unless Melbourne IT provides notification to the contrary.
REGISTRANTS WHO REGISTER OR RENEW A MULTILINGUAL DOMAIN NAME (TO THE EXTENT THAT SUCH REGISTRATION OR RENEWAL IS AVAILABLE OR PERMITTED) DO SO AT THEIR OWN RISK. IN ADDITION TO THE INDEMNITIES ABOVE, REGISTRANT AGREES TO KEEP INDEMNIFIED, RELEASE AND HOLD HARMLESS MELBOURNE IT AND THE REGISTRY ADMINISTRATOR, THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, LOSS OR DEMANDS FROM REGISTRANT AND ANY THIRD PARTY ARISING OUT OF THE INVALIDITY OR DELETION OF ANY MULTILINGUAL DOMAIN NAME, 0R ANY CHANGE OR VARIATION TO, OR ANY RESTRICTION ON OR INABILITY TO USE ANY MULTILINGUAL DOMAIN NAME, OR THE INVALIDITY OF ANY MULTILINGUAL DOMAIN NAME. NO REFUND OF ANY PART 0F ANY FEES PAID OR PAYABLE WILL BE MADE IF ANY MULTILINGUAL DOMAIN NAME IS CHANGED, BECOMES INVALID, DELETED OR IS OTHERWISE NOT ABLE TO BE USED.
PART D - Terms that apply to other domain name pre-registrations and registrations
27. .biz, .info, .name, .travel and .cat Domain Names
A Should you seek to register a .biz second level domain name, you must contractually agree to the following terms:
1. BIZ REGISTRY OPERATOR
NeuLevel, Inc is the registry administrator responsible for administering the .biz domain name registry.
2. BIZ RESTRICTIONS
Registrations in the .biz TLD must be used or intended to be used primarily for bona fide business or commercial purposes. For purposes of the .biz Registration Restrictions ("Restrictions"), "bona fide business or commercial use" shall mean the bona fide use or bona fide intent to use the domain name or any content, software, materials, graphics or other information thereon, to permit Internet users to access one or more host computers through the DNS:
a) To exchange goods, services, or property of any kind;
b) In the ordinary course of trade or business; or
c) To facilitate (i) the exchange of goods, services, information, or property of any kind; or, (ii) the ordinary course of trade or business.
Registering a domain name solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation shall not constitute a "bona fide business" or "commercial use" of that domain name.
3. BIZ CERTIFICATION
As a .biz domain name Registrant, you hereby certify to
a) The registered domain name will be used primarily for bona fide business or commercial purposes and not (i) exclusively for personal use; or (ii) solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation. For more information on the .biz restrictions, which are incorporated herein by reference, please see: http://www.neulevel.biz/faqs/.
b) The domain name Registrant has the authority to enter into the registration agreement; and
c) The registered domain name is reasonably related to the Registrant's business or intended commercial purpose at the time of registration.
4. PROVISION OF REGISTRATION DATA
4.1 Provision of Registration Data.
As part of the registration process, you are required to provide the registry administrator 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 domain 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 domain name; (vi) the full name, postal address, e-mail address, voice telephone number, and fax number if available of the administrative contact for the domain name; (vii) the name, postal address, e-mail address, voice telephone number, and fax number if available of the billing contact for the domain name; and (viii) any remark concerning the registered domain 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 Accreditation Agreement (the "ICANN Agreement"), available at ICANN's site. For bulk services in respect of the registration data which are provided by Melbourne IT, if the Registrant does not consent to the use of such information for inclusion in registers and data bases produced by Melbourne IT or its licensees, then the Registrant is required to provide non consent verification stating name, address, date and signed by the appropriate authorised individual. This must be sent to Melbourne IT Limited, 120 King Street, Melbourne 3000 Australia.
4.2 Inaccurate or Unreliable Data.
You hereby represent and warrant that the data provided in the domain name registration application is true, correct, up to date and complete and that you will continue to keep all the information provided up to date. Your willful provision of inaccurate or unreliable information, your willful failure promptly to update information provided to the registry administrator, or any failure to respond for over five 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 domain name concerning the accuracy of contact details associated with any registration(s) or the registration of any domain name(s) registered by or through you or your account, shall constitute a breach of this Agreement. Any information collected by the registry administrator concerning an identified or identifiable natural person ("Personal Data") will be used in connection with the registration of your domain name(s) and for the purposes of this Agreement and as required or permitted by the ICANN Agreement or any ICANN/Registry Policy.
4. DOMAIN NAME DISPUTE POLICY
If you reserved or registered a .biz domain name through the registry administrator, 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. Please take the time to familiarize yourself with that policy. In addition, you hereby acknowledge that you have read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:
i. The Start-up Trademark Opposition Policy ("STOP"), available at http://www.neulevel.biz/ardp/docs/stop.html; and
ii. The Restrictions Dispute Resolution Criteria and Rules, available at http://www.neulevel.biz/ardp/docs/rdrp.html.
The STOP sets forth the terms and conditions in connection with a dispute between a Registrant of a .biz domain name ("Registrant") with any third party (other than registry administrator or registrar) over the registration or the use of a .biz domain name registered by Registrant that is subject to the Intellectual Property Claim Service. The Intellectual Property Claim Service is a service introduced by Registry administrator to notify a trademark or service mark holder ("Claimant") that a second-level domain name has been registered in which that Claimant claims intellectual property rights. In accordance with the STOP and its associated Rules, those Claimants will have the right to challenge registrations through independent ICANN-accredited dispute resolution providers. The RDRP sets forth the terms under which any allegation that a domain name is not used primarily for business or commercial purposes shall be enforced on a case-by-case, fact specific basis by an independent ICANN-accredited dispute provider. None of the violations of the Restrictions will be enforced directly by or through Registry administrator. Registry administrator will not review, monitor, or otherwise verify that any particular domain name is being used primarily for business or commercial purposes or that a domain name is being used in compliance with the SUDRP or UDRP processes.
5. DOMAIN NAME DISPUTE POLICY MODIFICATIONS
You agree that the registry administrator, in its sole discretion, may modify its dispute policy. The registry administrator will post any such revised policy on its Website 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.
6. RESERVATION OF RIGHTS
Melbourne IT and the .biz registry administrator, NeuLevel, Inc. expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Melbourne IT and/or NeuLevel, Inc., as well as their affiliates, subsidiaries, officers, directors and employees. Melbourne IT and NeuLevel, Inc. also reserve the right to freeze a domain name during resolution of a dispute.
B Should you seek to register a .info second level domain name, you must contractually agree to the following terms:
1. Afilias Ltd is the registry administrator responsible for administering the .info domain name registry.
2. Registrant consents to the use, copying, distribution, publication, modification, and other processing of the Registrant's Personal Data by the .INFO registry administrator, and its designees and agents in a manner consistent with the purposes specified pursuant in its contract with ICANN.
3. Registrant agrees to submit to proceedings under the UDRP Dispute Policy and comply with the requirements set forth by the registry administrator for domain names registered during the Sunrise Period, These policies are subject to modification by the registry administrator.
4. Registrant agrees to immediately correct and update the registration information for any domain name during its registration term, failure to correct this information shall constitute a breach of this Agreement. Registrant acknowledges that the registry administrator will have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Sunrise Period or the Land Rush Period including, without limitation: (a) the ability or inability of a Registrant to obtain a domain name during either the Sunrise or Land Rush periods, and (b) the results of any dispute over a domain name registration which is processed during the Sunrise period.
5. Registrar and the registry administrator expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any applicable dispute resolution process, or to avoid any liability, civil or criminal, on the part of Registrar and/or the registry administrator as well as their affiliates, subsidiaries, officers, directors and employees. Registrar and the registry administrator also reserve the right to freeze a domain name during resolution of a dispute.
C Should You seek to register a .name third level domain name you must contractually agree to the following terms:
1. Global Name Registry Ltd is the registry administrator responsible for administering the .name domain name registry.
2. You acknowledge that your right to register a .name domain name is subject to You complying with the .name eligibility requirements, which are set out on the website of the .name registry administrator, and which are currently located at http://www.gnr.name/ (the "Eligibility Requirements"). You agree that your registration of any .name domain name will be in compliance with the terms of the Eligibility Requirements, as these may be amended by the .name registry administrator from time to time.
3. You acknowledge that your right to register a .name domain name is subject to You complying with the .name acceptable use policy, which is set out on the website of the registry administrator, and which is currently located at http://www.gnr.name/ (the "Acceptable Use Policy"). You agree that Your registration of any .name domain name will be in compliance with the terms of the Acceptable Use Policy, as these may be amended by the .name registry administrator from time to time.
4. In addition to the UDRP Process described in Clause 4, You agree that on successful registration of a .name domain name, You will be bound by the Eligibility Requirements Disputes Resolution Policy (the "ERDRP"). The ERDRP is set out on the website of the registry administrator, and is currently located at http://www.gnr.name/, and should be read in conjunction with the following related information:
i) Summary of Eligibility Requirements Dispute Resolution Policy (which is currently located at http://www.gnr.name/);
ii) Disputes: Filing a Complaint (which is currently located at http://www.gnr.name/);
iii) ERDRP Rules (which is currently located at http://www.gnr.name/); and
iv) ERDRP Dispute Resolution Providers (which is currently located at http://www.gnr.name/).
You agree to be bound by the ERDRP, as this policy (and any related information as described above) may be amended from time to time by the registry administrator.
D Should you seek to register a .travel second level domain name you must contractually agree to the following terms:
1. Global Name Registry Ltd is the registry administrator responsible for administering the .name domain name registry.
2. ELIGIBILITY REQUIREMENT. Registrations in the .travel name space are restricted to people, organizations, associations and private, governmental and non-governmental agencies in the travel and tourism industry. Registrant acknowledges that its right to register a .travel domain name is subject to Registrant complying with the .travel eligibility requirements, which are set out on the web site of the .travel registry administrator, and which are currently located at www.tralliance.info/ (the "Eligibility Requirements"). Registrant agrees that the registration of any .travel domain name will be in compliance with the terms of the Eligibility Requirements, as these may be amended by the .travel registry administrator from time to time. The Eligibility Requirements are incorporated herein by reference.
3. CONTINUING ELIGIBILITY. Registrant agrees to maintain its eligibility to hold a .travel license throughout the term of the license, including renewal. If Registrant ceases to be a member of the travel or tourism industry as defined by the current policies of the Registry, Registrant must give notice of such change within 14 days of ceasing to be eligible to hold the license. In the event that Registrant does not notify the Registry of such change of status, the Registry will revoke all registrations held by Registrant immediately upon becoming aware of the change of status.
4. WARRANTIES. Registrant warrants that:
i) Registrant understands and meets the Eligibility Requirements;
ii) Registrant's selected domain name meets the requirements of the .travel Registry Policies (currently located at http://www.tralliance.info/);
iii) Any information provided by Registrant is accurate and complete and any future changes to this information will be provided in a timely manner;
iv) Registrant has the authority to enter into the Registration Agreement;
v) Registrant is able to enter into this agreement and if a real person is of legal age; and
vi) Registrant's domain name is not registered for an unlawful purpose.
5. INFORMATION REQUIREMENT. Registrant acknowledges that any travel organization assisting the Registry in the authentication process will be required to solicit and receive an update of all authentication data from Registrant within 30 or up to 60 days prior to the anniversary date of registration. In the event that Registrant is no longer eligible to hold the license, Registrant will be given 30 days to provide updated data which confirms Registrant's eligibility. Where such authentication data is not provided by Registrant or does not confirm Registrant's eligibility, the Registry will inform Registrant and Registrant will have the right to request a review of the denial as if it had been an initial registration. Should Registrant remain ineligible at the end of the review, the Registry will revoke the registration.
6. DISPUTE RESOLUTION In addition to the UDRP Process outlined in Clause 4, Registrant agrees that on successful registration of a .travel domain name, Registrant will be bound by the following:
i. in relation to disputes by any third party that Registrant is not eligible to hold a .travel domain name, the ICANN Charter Eligibility Dispute Resolution Policy (CEDRP); and
ii. in relation to a formal complaint by Registrant over a denial of Registrant's eligibility to hold a .travel domain name, a decision of the Domain Name Denial Review Panel of the Travel Partnership Corporation (TTCP).
7. REVOCATION OF LICENSE. In addition to clause 14, Melbourne IT and the Registry administrator may revoke Registrant's license to use a .travel domain name for the following reasons:
i) to protect the integrity and stability of the Registry;
ii) to comply with any applicable laws, government rules or requirements, requests of law enforcement or any dispute resolution process;
iiii) to avoid any liability, civil or criminal, on part of Registry as well as its affiliates, subsidiaries, agents, officers, directors, and employees;
iv) for violations of this Agreement or any ICANN or Registry policy;
v) to correct mistakes made by the Registry or any Registrar in connection with a domain name registration;
vi) if Registrant ceases to be a member of the eligible community defined by the .travel Charter and policies;
vii) failure by Registrant to comply with any .travel policy that applies to Registrant at any time;
viii) if Registrant's .travel domain name or Registrant's use of the .travel domain name is not in the best interests of the travel community; and
ix) if any information provided by Registrant in the course of registration is incorrect.
8. RESERVATION OF RIGHTS. Melbourne IT and the .travel registry administrator, Tralliance Corporation, expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Melbourne IT and/or Tralliance Corporation., as well as their affiliates, subsidiaries, officers, directors and employees. Melbourne IT and Tralliance Corporation also reserve the right to freeze a domain name during resolution of a dispute.
9. ICANN POLICY. Registrant must comply with all ICANN and .travel registry and registry administrators standards, policies, procedures and practices as notified to if from time to time by Registrar.
10. THIRD PARTY BENEFICIARY. Registrant acknowledges that the .travel registry administrator is an intended third party beneficiary of this Registration Agreement.
11. INDEMNITY. Without limiting clause 7, Registrant agrees to indemnify, keep indemnified and hold the .travel registry and registry administrator, their subsidiaries, affiliates, divisions, shareholders, directors, officers, employees, accountants, attorneys, insurers, agents, predecessors, successors and assigns harmless from any and all claims, demands, losses, costs, expenses, causes of action or other liabilities of any kind, whether known or unknown, in any way arising out of, relating to, or otherwise in connection with the Registrant's domain name registration.
E Should you seek to register a .cat second level domain name you must contractually agree to the following terms:
1. Fundaciò puntCAT is the registry administrator responsible for administering the .cat domain name registry.
2. You acknowledge that your right to register a .cat domain name is subject to You complying with the .cat eligibility requirements, which are set out on the website of the .cat registry administrator, and which are currently located at http://www.puntcat.cat (the "Eligibility Requirements"). You agree that your registration of any .cat domain name will be in compliance with the terms of the Eligibility Requirements, as these may be amended by the .cat registry administrator from time to time.
3. You acknowledge that your right to register a .name domain name is subject to You complying with the .cat acceptable use policy, which is set out on the website of the registry administrator, and which is currently located at http://www.puntcat.cat (the "Acceptable Use Policy"). You agree that Your registration of any .name domain name will be in compliance with the terms of the Acceptable Use Policy, as these may be amended by the .cat registry administrator from time to time.
4. REGISTRATION AGREEMENT. The registrant agrees to be bound by the .cat Registration Agreement between the registrant and .cat registry administrator, as may be updated from time to time. The .cat Registration Agreement is located at http://www.puntcat.cat.
F Should you seek to register a .mobi second level domain name you must contractually agree to the following terms:
1. mTLD Top Level Domain Limited is the registry administrator responsible for administering the .mobi domain name registry.
2. You acknowledge and agree to comply with the requirements, standards, policies, procedures and practices set forth in the dotmobi Style Guide (www.mtld.mobi) and consents to the monitoring of the website as described in the dotmobi Style Guide monitoring guidelines (www.mtld.mobi) for compliance with the StyleGuide. Furthermore, you acknowledge and agree that this Style Guide is subject to modification by the Registry with any such changes appearing at the previously designated URL, and that you must promptly comply with any such changes in the time allotted.
3. INDEMNITY. Without limiting clause 7, you agree to indemnify, defend, keep indemnified and hold Affilias Limited (Registry Services Provider), its directors, officers, employees and agents harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to your domain name registration, renewal or pre-registration, or to your use of the domain name. This clause survives termination of this Agreement.
4. THIRD PARTY BENEFICIARY. Notwithstanding anything in this agreement to the contrary, the registry administrator is and shall be an intended third party beneficiary of this Agreement. As such, the you acknowledge and agree that the third party beneficiary rights of the registry administrator have vested and that the registry administrator has relied on its third party beneficiary rights under this agreement in agreeing to Melbourne IT being a registrar for the .mobi top-level domain. Additionally, the third party beneficiary rights shall survive any termination or expiration of this agreement.
5. POLICY. You must comply with all ICANN and .mobi registry and registry administrator's standards, requirements, policies, procedures and practices, as set out on the website of the .mobi registry administrator, and which are currently located at www.mtld.mobi, and as notified from time to time by the registry administrator or Melbourne IT ('Registry Policies'). You agree that your registration of any .mobi domain name will be in compliance with the terms of the Registry Policies, as these may be amended by the .mobi registry administrator from time to time.
6. USE OF PERSONAL DATA. You consent to the use, copying, distribution, publication, modification and other processing of your personal data by the registry administrator and its designees and agents for such purposes as may be notified to Melbourne IT by the registry administrator from time to time. You otherwise agree to the provisions of clause 20 of this Agreement.
7. APPLICATION DETAILS You agree to be bound by the provisions of clause 19 of this Agreement.
8. You agree to be bound by the terms and conditions of the initial launch and general operations of the registry administrator, including without limitation the Limited Industry Launch, the Sunrise Period, the Land Rush Period, the Sunrise Dispute Resolution Policy, the Premium Name Allocation Process, and the General Registration Period (as outlined at www.mtld.mobi), and further acknowledge that the registry administrator has no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Limited Industry Launch, the Sunrise Period, the Land Rush Period, the Sunrise Dispute Resolution Policy, the Premium Name Allocation Process, and the General Registration Period including, without limitation: (a) the ability or inability of a registrant to obtain a registered name during these periods, and (b) the results of any dispute made during the limited industry launch or over a Sunrise Registration.
9. REVOCATION, TRANSFER AND CANCELLATION OF LICENSE. Without limiting clause 14, you acknowledge and agree that the .mobi registry and the Registry Service Provider, acting in consent with the registry, reserves the right to deny, cancel or transfer any registration that it deems necessary, in its discretion (i) to protect the integrity and stability of the registry; (ii) to comply with all applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process; to avoid any liability, civil or criminal, on the part of the registry or any registrar in connection with a domain name registration. The registry also reserves the right to freeze a registered name during resolution of a dispute.
VERISIGN TRUST SEAL™ LICENSE AGREEMENT
THIS VERISIGN TRUST SEAL LICENSE AGREEMENT ("AGREEMENT") IS ENTERED INTO BETWEEN VERISIGN (AS DEFINED BELOW), AND THE ENTITY YOU REPRESENT IN EXECUTING THIS AGREEMENT ("YOU"). THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS APPLICABLE TO YOU IN USING THE VERISIGN TRUST SEAL. BY CLICKING "ACCEPT" OR BY USING THE VERISIGN TRUST SEAL, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND FULLY PERFORM YOUR OBLIGATIONS HEREUNDER, AND YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR DISPLAY THE SEAL.
ALL REFERENCES TO "VERISIGN" IN THIS AGREEMENT SHALL MEAN VERISIGN, INC. UNLESS YOU ARE LOCATED OUTSIDE THE UNITED STATES, IN WHICH CASE ALL REFERENCES TO "VERISIGN" HEREIN SHALL MEAN VERISIGN SEAL.
IF YOU ARE A CUSTOMER OF A WEB HOST (AS DEFINED HEREIN), YOU REPRESENT AND WARRANT THAT YOUR WEB HOST IS AUTHORISED TO APPLY FOR, ACCEPT, INSTALL, MAINTAIN AND, IF NECESSARY, REMOVE THE TRUST SEAL ON YOUR BEHALF. BY AUTHORIZING YOUR WEB HOST AS SUCH, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DISPLAY THE TRUST SEAL.
IF YOU ARE A WEB HOST AND ARE ACTING AS THE AUTHORISED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A TRUST SEAL, YOU REPRESENT AND WARRANT AS SET FORTH IN SECTIONS 4.1 AND 4.2. IF YOU ARE A WEB HOST AND ARE APPLYING FOR YOUR OWN TRUST SEAL, THIS AGREEMENT APPLIES TO YOU IN ITS ENTIRETY, EXCEPT FOR SECTION 4.2.
"Intellectual Property Rights" means any and all now known or hereafter existing rights associated with intangible property, including, but not limited to, registered and unregistered, United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).
"Repository" means the collection of documents located at the link for the repository located at http://www.verisign.com/repository/index.html.
"Server" means a computer or device on a network that manages network resources, including but not limited to a Web, e-mail, file or application server.
"Services" means the VeriSign Trust Seal, authentication services and Trust Seal lifecycle activities performed by VeriSign.
"Splash Page" means a Web page generated and hosted by VeriSign that is displayed when a visitor to Your Website clicks on the Trust Seal on Your Website. Such Web page reflects the Verified Data.
"Trust Seal Installation Instructions" means the set of instructions that you receive when you download the Trust Seal, which may be viewed on the Repository.
"VeriSign Trust Seal" or "Trust Seal" means an electronic image featuring a VeriSign mark intended for display on Your Website. The image indicates to a website visitor that VeriSign has verified your organization as the owner of or has rights to the domain name and has verified the identity of your organization ("Verified Data"); and (ii) when such visitor clicks the image, the Splash Page is displayed. The Trust Seal does not indicate encryption.
"Web Host" means an entity, such as an Internet Service Provider ("ISP") or Web hosting service provider, hosting Your Website, and authorized by VeriSign to resell the Services.
"Your Website" means a website owned or controlled by you, or a website for which your right to use has been sufficiently proven by you to VeriSign's satisfaction, and the domain name of which You have identified in your Trust Seal application for authentication by VeriSign.
2. License and License Restrictions.
2.1 Upon VeriSign's receipt of enrollment information, VeriSign will process your Trust Seal application. Upon completion of authentication procedures required for the Trust Seal, if your application is approved, VeriSign will send you an email with a link to Trust Seal Installation Instructions. You should then follow the Trust Seal Installation Instructions to obtain the Trust Seal. After you pick up or otherwise install your Trust Seal, you must review the information in it and promptly notify VeriSign of any errors. Upon receipt of such notice, VeriSign may revoke your Trust Seal and issue you a corrected Trust Seal. VeriSign may undertake re-authentication of Trust Seal credentials periodically. VeriSign may require additional information from you upon re-authentication, and you may be required to reconfirm your acknowledgement and acceptance of the terms of this Agreement upon re-authentication.
2.2 Subject to the restrictions below, VeriSign grants you a nonexclusive, non-transferable, non-sublicenseable license during the term of this Agreement to download, install, and display the Trust Seal on Your Website in accordance with the Trust Seal Installation Instructions solely for the purpose of communicating to visitors to Your Website that VeriSign has verified your organization as the owner of or having rights to the domain name, and has verified the identity of your organization. If the enrollment information you provided upon enrollment for the Services is incorrect or has changed, or if your organization name and/or domain name registration has changed, you must immediately notify VeriSign.
2.3 You shall not: (i) use the Trust Seal for or on behalf of any organization other than your own, on any website other than Your Website or on any website secured with an SSL certificate other than a VeriSign-brand SSL certificate, (ii) use the Trust Seal in the absence of the Splash Page, (iii) copy, sell, rent, lease, transfer, assign or sublicense the Trust Seal, in whole or in part, (iv) alter or tamper with the Trust Seal in any way, including but not limited to skewing; modifying the color, size, pattern and fonts; and separating logo elements, copyright and trademark indicators, or attempting to alter or suppress access to the Splash Page, (v) take any action that will interfere with or diminish VeriSign's rights in the Trust Seal or underlying products and services. If you believe that the Trust Seal has been copied or is being used in any way that constitutes Intellectual Property Rights infringement, you shall report it immediately at http://www.verisign.com/support/site/abuse.html. Breach of any of the restrictions above shall be considered a material breach of this Agreement.
3. Term and Termination.
3.1 Unless earlier terminated in accordance with the terms hereof, this Agreement shall continue in effect on a month to month basis or, if you have selected a longer term during enrollment for the Services, for the duration of such term. The provisions of Sections 3.3, 5, and 8 through 17 shall survive termination.
3.2 VeriSign reserves the right to revoke your Services and remove the Trust Seal from Your Web Site immediately without notice, and this Agreement shall automatically terminate, if: (i) VeriSign discovers that the information that you provided upon enrollment is no longer valid; or (ii) you or your Web Host: (a) fails to perform any of your/its obligations hereunder or violates any of the restrictions set forth in Section 2.3 above; or (b) uses the Trust Seal for any unlawful purpose; or (iii) if you enrolled for the Trust Seal through a Web Host and: (a) Your Website ceases to be hosted by such Web Host; or (b) your Web Host orders VeriSign to revoke your Trust Seal and terminate the Services; or (c) if your Web Host materially breaches the terms of its reseller agreement with VeriSign. VeriSign may terminate the Services and this Agreement for convenience upon thirty (30) days' prior written notice.
3.3 Upon termination or expiry of this Agreement, you shall immediately cease displaying your Trust Seal and you shall immediately and permanently remove the Trust Seal from the Server(s) on which it is installed and shall not use it for any purpose thereafter. VeriSign reserves the right to remove the Trust Seal from Your Website upon termination or expiration of this Agreement for any reason.
4. Representations and Warranties.
4.1 You represent and warrant to VeriSign and anyone who relies on your Trust Seal that (i) all information you provide during enrollment for the Trust Seal is true and correct at the time of submission, and such information (including any domain name or e-mail address) does not infringe the Intellectual Property Rights of any third party; and (ii) you will use the Trust Seal in accordance with this Agreement only.
4.2 Further to section 4.1, Web Host represents and warrants to VeriSign and anyone who relies on its customer's Trust Seal that (i) it has obtained the authority of its customer to enter into this Agreement on behalf of its customer and/or to bind its customer to this Agreement; and (ii) it shall comply with and procure its customer's compliance with this Agreement; (iii) it shall not allow any website it hosts to display a Trust Seal unless such website is licensed to do so.
5. Proprietary Rights. You acknowledge that VeriSign and its licensors retain all Intellectual Property Rights and title in and to all of their confidential information or other proprietary information, products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the services provided by VeriSign hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing, "VeriSign Works"). The VeriSign Works do not include your pre-existing hardware, software, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in and to the other party's Intellectual Property Rights, and each party shall continue to independently own and maintain its Intellectual Property Rights.
6. Modifications to Trust Seal License Agreement. VeriSign may (i) revise the terms of this Agreement; and/or (ii) change part of the services provided herein at any time. Any such change will be binding and effective thirty (30) days after publication of the change on VeriSign's website, or upon notification to you by e-mail. If you do not agree with the change, you shall immediately cease using and displaying the Trust Seal. By continuing to use and display the Trust Seal after such change, you agree to abide by and be bound thereby.
7. Privacy Matters. You agree and consent that VeriSign may place in your Trust Seal and Splash Page certain information that you provide during enrollment for the Trust Seal. By placing the Trust Seal on Your Website, You agree and consent that VeriSign may capture, use, and disclose IP address (which does not include any personally-identifiable information) of visitors to Your Website for the purposes of (i) preparing reports about the use of the Trust Seal that may be provided to customers, potential customers and the general public, (ii) improving the utility of the Trust Seal or creating new services, or (iii) complying with a court order, law or requirement of any government agency. For information on processing of personally-identifiable data, please see VeriSign's Privacy Statement which is accessible from VeriSign's home page.
8. Disclaimers of Warranties. VERISIGN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION OF CUSTOMER REQUIREMENTS, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE.
9. Indemnity. You agree to indemnify, defend and hold harmless VeriSign, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorneys' fees and expenses) arising from (i) the breach of any of your warranties, representations, and obligations under this Agreement; (ii) any infringement of an Intellectual Property Right of any person or entity in information or content provided by you. VeriSign shall promptly notify you of any such claim, and you shall bear full responsibility for the defense of such claim (including any settlements); provided however, that (a) you keep VeriSign informed of, and consult with VeriSign in connection with the progress of such litigation or settlement; (b) you shall not have any right, without VeriSign's written consent, which consent shall not be unreasonably withheld, to settle such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the part of VeriSign, or requires any specific performance or non-pecuniary remedy by VeriSign; and (c) VeriSign shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.
10. Limitations of Liability.
10.1 THIS SECTION 10 APPLIES TO LIABILTY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY); AND ANY OTHER LEGAL OR EQUITABLE FORM OF CLAIM.
10.2 IN THE EVENT OF ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING RELATING TO THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERISIGN SHALL NOT BE LIABLE FOR (I) ANY LOSS OF PROFIT, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS, OR (II) ANY INDIRECT OR CONSEQUENTIAL LOSS.
10.3 VERISIGN'S TOTAL LIABIILTY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY USE OR RELIANCE ON A TRUST SEAL SHALL BE LIMITED, IN THE AGGREGATE, TO FIVE THOUSAND UNITED STATES DOLLARS (US$5000) OR THE EQUIVALENT IN LOCAL CURRENCY.
10.4 NOTWITHSTANDING THE FOREGOING, VERISIGN'S LIABILITY SHALL NOT BE LIMITED UNDER THIS SECTION 10 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM VERISIGN'S NEGLIGENCE OR TO ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW (INCLUDING MANDATORY LAWS OF ANY APPLICABLE JURISDICTION). TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. 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 (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section (i) gives prompt written notice thereof; and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice.
12. Severability. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
13. Governing Law. Any disputes related to this Agreement 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 law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
14. Dispute Resolution. To the extent permitted by law, before you invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Agreement, you shall notify VeriSign, and any other party to the dispute for the purpose of seeking resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following:
(i) When each party to the dispute is a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All suits arising in connection with this Agreement shall be brought in the United States District Court for the Eastern District of Virginia or the state courts of Fairfax County, Virginia, U.S.A. The parties agree that such courts shall have exclusive in personam jurisdiction and the parties submit to the exclusive in personam jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this Agreement.
(ii) Where one or more parties to the dispute is not a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration and under the auspices of the International Chamber of Commerce (ICC) as modified as necessary to reflect the provisions herein by one or more arbitrators. The place of arbitration shall be Geneva, Switzerland, and the proceedings shall be conducted in English. In cases involving a single arbiter, that single arbiter shall be appointed by mutual agreement of the parties. If the parties fail to agree to an arbiter within fifteen (15) days, the ICC shall choose an arbiter knowledgeable in computer software law, information security and cryptography or otherwise having special qualifications in the field, such as a lawyer, academician or judge in common law jurisdiction.
Nothing in this Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of this dispute as is necessary to protect either party's Intellectual Property Rights.
15. Non-Assignment. Except as stated herein, your rights under this Agreement are not assignable or transferable and any purported assignment or transfer shall be null and void. Any attempt by your creditors to obtain an interest in your rights herein, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at VeriSign's option.
16. Notices and Communications. You will make all notices, demands or requests to VeriSign with respect to this Agreement in writing to the "Contact" address listed on the website from where you obtained the Trust Seal, with a copy to: Attn: General Counsel, VeriSign, Inc., 487 E. Middlefield Road, Mountain View, California, USA 94043.
17. Entire Agreement. This Agreement constitutes the entire understanding and agreement between VeriSign and you with respect to the transactions contemplated, and supercede any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Terms and conditions in any purchase orders that are not included in or that conflict with this Agreement are null and void.
VeriSign Trust Seal License Agreement Version 1.0
LOGOWORKS TERMS AND CONDITIONS OF USE
Welcome to Logoworks! By using Logoworks, and signing up as a Client, you agree to be legally bound by these Terms and Conditions of Use (the "Terms and Conditions"), including those terms and conditions incorporated by reference. Please read these Terms and Conditions carefully. If you do not accept these Terms and Conditions, you may not use the Logoworks service. Logoworks may revise these Terms and Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms and Conditions, because they are binding on you. In these Terms and Conditions, all services provided by and related to Logoworks, and all text, images, photographs, user interface, "look" and "feel", data and other content included at Logoworks.com from time to time (including, without limitation, the selection, coordination and arrangement of such content) are sometimes referred to as the "Web Site" and/or "Service." Logoworks is owned and operated by Hewlett-Packard Company.
You acknowledge and agree that Logoworks shall have the right (but not the obligation) in its sole discretion, to pre-screen, refuse or remove any project and/or user provided content that violates these Terms and Conditions or is otherwise objectionable, including, without limitation, projects or content that is illegal, obscene, indecent, defamatory, incites religious, racial or ethnic hatred, or violates the rights of others. Activity that is brought to our attention which appears in our sole judgment to violate the law will be brought to the attention of the proper authorities. You acknowledge, consent and agree that Logoworks may access, preserve, and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Logoworks, its users and the public.
1. Logoworks Service Generally
(a) Description. The Logoworks Service is an online offering where individuals or entities that have signed up with Logoworks as clients (each, a "Client") can post specific assignments and project descriptions, including illustrative samples or other media (each, a "Creative Brief"), revise those Creative Briefs (each, a "Revision Brief") and obtain responses (each, a "Response") to those Creative or Revision Briefs from design experts retained by Logoworks ("Members"). Logoworks will provide you, as the Client, the Service according to the Package you have chosen as detailed in section 1(e) below. Your Responses will be created iteratively through a drafting cycle of Creative Briefs, Revision Briefs and Responses, ultimately resulting in a final Response conforming to your various Creative and Revision Briefs.
(b) Creative Brief and Responses. You are solely responsible for preparing and posting detailed descriptions of each of your Creative Briefs to the Web Site, including providing samples illustrating your Creative Brief and any relevant deadlines. For each Response to a Creative Brief that you want to receive, a term sheet (a "Term Sheet") will be generated that will contain, and be subject to, the terms and conditions you have established for the Creative or Revision Brief. Logoworks is under no obligation to review a Creative or Revision Brief or Term Sheet for any purpose, including accuracy, completeness of information, quality or clarity. Logoworks may decide, in its sole discretion, to deny a Creative or Revision Brief or a Term Sheet.
(c) Reviewing Responses. When Logoworks provides you with a Response, you are responsible for reviewing the Response. If you fail to promptly inform Logoworks that the Response is not reasonably responsive to the related Term Sheet or Creative Brief, you will be deemed to have accepted the Response. If you notify Logoworks that you think a Response is not reasonably responsive to the related Creative Brief, you shall then submit to the Web Site a Revision Brief containing information regarding amendments or modification to be made to the initial Response. After you provide Logoworks with a Revision Brief, Logoworks will provide you with a subsequent Response that conforms to the additional criteria you requested. Logoworks is not responsible for the content of Responses developed to the extent that such Responses are prepared to conform to your Creative or Revision Briefs.
(d) Revision Cycles. Revision cycles generally consist of 2-6 additional compositions that incorporate changes you request in a Revision Brief. The purpose of the revision process is to create Responses that move your project forward in the specific direction you have determined. You may request significant changes in the first and second cycles, and the Responses generated might be quite different in nature from the original composition you selected. By the third revision request, your requests shall be modifications of the current composition only. Revision requests that depart from the then-current composition will be honored and completed in a timely manner, however; Logoworks reserves the right to charge $50 for each such Revision. No revision work, which requires payment, will be started without your authorization.
(e) Client Accounts. When you register for the Service, you must pay for the Service via credit card, or other payment method expressly authorized by Logoworks. You will be charged for the Package you have selected. If you pay by credit card, you will be required to provide a valid credit card number and credit card billing address when registering as a Client. Logoworks will email you a receipt for the transactions in which you are involved. Our fee policy for Clients may change and we may decide to impose additional fees on Clients at any time; however, such additional fees will not apply to projects submitted before Logoworks implements any such change in fees.
(f) Refunds. Refunds for the Logoworks by HP Site Design service offered through Yahoo! are available only by contacting Yahoo! Small Business Customer Care. A full refund is available only if you have not received any consultation or design services. If any design work has been completed, you will not be eligible for a partial or full refund.
(g) Should you receive a refund, you agree that your acceptance of the refund shall constitute your sole and exclusive remedy with respect to related Responses. Additionally, you acknowledge that you will have no right (express or implied) to use any Response or other work product, content, or media, nor will you have any ownership interest in or to the same.
(h) Project Duration. You agree to provide timely responses to any status notifications that Logoworks sends to you. You shall have 30 days to respond to each Response sent to you. If after 30 days you have failed to respond, Logoworks will assume that your project is complete and the project shall be deemed completed. At such time, Logoworks will have no further obligation to you, and you will pay Logoworks pursuant to the provisions of these Terms and Conditions. Notwithstanding the foregoing, Logoworks reserves the right, in its sole discretion, to terminate your access to all or a portion of the Service, at any time, with or without notice. In the event of such termination, Logoworks will determine, in its sole discretion, whether you are entitled to any refund.
2. Eligibility, Access, Use and Service
(b) Authorization to Use; Permitted Uses. You may access and use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Web Site. You may provide Creative Briefs and obtain Responses only if you register as a Client. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may (i) display the Web Site on an Internet access device, and (ii) on an occasional, infrequent and ad hoc basis, and only in circumstances that constitute "fair use" under United States copyright law, print copies of insubstantial portions of the Web Site.
(c) Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the Web Site and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Web Site. Additionally, you agree to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Service, and with such further limitations or rules as may be set forth on the Web Site. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Web Site that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other proprietary or intellectual property rights of others, on the privacy or publicity rights of others, or any statutory right; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (a) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Client; (b) delete or revise any material or other information of any other user of Logoworks; (c) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure; (d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Web Site; (e) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site, other than the search engine and search agents available from Logoworks on the Web Site and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer and Netscape Navigator); or (f) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Web Site.
(d) Web Site Security. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mailbombing" or "crashing", the Web Site; (iv) sending unsolicited email to any user of the Web Site, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any email or posting generated in connection with the Service. Violations of system or network security may result in civil or criminal liability. Logoworks will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Logoworks reserves the right to review postings on the Web Site, to remove any postings, and to terminate your ability to communicate with, or post to, the Web Site at any time without notice, in its sole discretion. Logoworks will use commercially reasonable efforts not to disclose any information you communicate with, or post to, the Web Site, but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, and the right to edit, refuse to post or to remove any information or materials, in whole or in part.
(e) Operation of Web Site. Logoworks shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. Logoworks reserves the right, but shall not be required, to correct any such delays, interruptions, errors or omissions. Although Logoworks intends to use commercially reasonable efforts to make the Web Site and Service accessible, Logoworks makes no representation, warranty or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may prevent or delay availability, including telecommunications and/or server problems. Logoworks may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Logoworks shall not be responsible for any loss, cost, damage or liability that may result from any of the circumstances, actions or inactions described in this paragraph.
3. Registration, Password, User Identity
(a) Your User Identity. When you register as a Client, you will create a user identity (your "User Identity"), which will be your identity for purposes of interacting with other users through the Web Site. Your User Identity will include certain personal information, such as, the industry in which you operate. However, your user name need not be your real name. During the registration process, the fields requesting information that will be made available to others as part of your User Identity are identified. You are responsible for ensuring that you are comfortable making such information available to other Web Site users.
(b) Access Numbers, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with these Terms and Conditions, your User Identity, registration identification and password for the Web Site. You shall immediately notify Logoworks if you learn of or suspect: (i) any loss or theft of your User Identity, registration identification or password, or (ii) any unauthorized use of your registration identification or password or of the Web Site. In the event of such loss, theft, or unauthorized use, Logoworks may impose on you, at Logoworks' sole discretion, additional security obligations.
(c) Security Breaches and Revision. If any unauthorized person obtains access to the Web Site as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly inform Logoworks. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.
4. Ownership; Rights to Use
(a) Web Site and Service Generally. Except as expressly contemplated under these Terms and Conditions, as between Logoworks and you, Logoworks will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the fullest extent provided under United States and international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of Logoworks, including "Logoworks", without the prior written consent of Logoworks, as determined in its sole discretion, for each such use.
(b) Creative and Response Briefs. Upon submission of a Creative or Response Brief or any other information or media provided by you in connection with your use of the Service (collectively, the "Client Information"), Logoworks and its agents shall have all rights and licenses necessary to use such Client Information for the purpose of obtaining Responses and for archival purposes. Each Member to whom your project is made available has the right to review and display the relevant Term Sheet for purposes of preparing a Response.
(c) Rights of Logoworks. Upon your submission of Client Information to the Service, you grant Logoworks and its agents (including Hewlett-Packard Company) a royalty-free, perpetual, irrevocable, sublicenseable, exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works, in any form, media, or technology now known or later developed, such Client Information, for the full term of any intellectual property rights that may exist in such Client Information to the extent necessary to provide you with the Service and Responses.
(d) Rights of Clients. Subject to your compliance with these Terms and Conditions, you shall own the final the Response composition provided to you by Logoworks (the "Final Product"). You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and Logoworks expressly reserves all right, title and interest in and to the same. You acknowledge and hereby grant to Logoworks a royalty-free, irrevocable exclusive worldwide right to use Creative and Revision Briefs, individual Responses provided to you, and Final Product for internal and archival purposes, and in order to display and promote the Logoworks Service. Logoworks retains the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under these Terms and Conditions are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under these Terms and Conditions. You hereby acknowledge that Logoworks shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that Logoworks shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall Logoworks be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.
5. Nondisclosure and Privacy
6. Disclaimers; Indemnification; Limitations of Liability
(a) Responsibility for Content. Logoworks shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, Logoworks makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material (including, without limitation, any Creative Brief, Term Sheets, Responses or User Identity) that are communicated through, or posted to, the Service, whether by Members, Clients, Logoworks or otherwise, nor does Logoworks endorse any opinions expressed by any user of the Web Site, including any Member or Client. Without limiting the foregoing, Logoworks makes no representations, warranties or covenants regarding the validity of the rights to Responses granted pursuant to these Terms and Conditions. You acknowledge that any reliance on information or other material, including, without limitation, any information related to a particular Package or your project, Term Sheet, Response or User Identity, communicated through the Service, or posted to the Web Site, will be at your own risk. Without limiting the foregoing, you agree and acknowledge that you use each Response at your own risk and that you are responsible for taking any actions you deem reasonable to determine whether your use of a Response will infringe any statutory or third-party intellectual property, privacy or publicity rights.
(b) Links to Third-Party Services. The Web Site may contain links to third-party web sites or other services (the "Linked Content"). The Linked Content is not under the control of Logoworks and Logoworks is not responsible for the Linked Content, including, without limitation, links contained in the Linked Content, or any changes or updates to Linked Content. Logoworks is providing Linked Content to you only as a convenience, and the inclusion of such Linked Content is not an endorsement by Logoworks of such Linked Content. If you decide to access any Linked Content, you do so at your own risk.
(c) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE PROVIDED "AS IS." LOGOWORKS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY TERM SHEET, RESPONSE, USER IDENTITY OR LINKED CONTENT. LOGOWORKS DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOGOWORKS DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE; AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY LOGOWORKS OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO WARRANTY THAT THE WEB SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
(d) Release from Claims. The Service serves solely as a venue for the creation of work and Logoworks does not regularly screen or censor any information or material posted to the Web Site. Although Logoworks makes commercially reasonable efforts to determine the identity of Clients, Logoworks cannot and does not confirm that any Client or other user is who they claim to be or that any Client or other user has the qualifications he or she claims to have. Because Logoworks does not and cannot be involved in user-to-user dealings or control the behavior of participants on the Web Site, if you have a dispute with one or more users, you hereby release Logoworks (and our affiliates, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
(e) Indemnification. You hereby agree to defend, indemnify and hold harmless Logoworks and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms and Conditions or use of the Web Site, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys' fees.
(f) Limitation of Damages. IN NO EVENT SHALL THE COMPANY OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF LOGOWORKS OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. LOGOWORKS' TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO LOGOWORKS FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS.
8. Miscellaneous Provisions
(b) Amendment. No modification, amendment, or waiver of these Terms and Conditions or any part hereof shall be binding unless evidenced in writing and signed by Logoworks.
(c) Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way.
(d) Mutual Participation. The language of these Terms and Conditions shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto.
(e) Headings. The section headings and other headings contained herein shall not affect the meaning or interpretation of these Terms and Conditions.
(f) Choice of Law; Forum. These Terms and Conditions shall be governed by the substantive law of the State of Utah, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to these Terms and Conditions shall be submitted to the federal courts having jurisdiction in Salt Lake City, Utah, or state courts having jurisdiction in the area in which such federal courts have jurisdiction, and the parties consent to the personal jurisdiction of such courts with respect to such disputes.
(g) Assignment. You may not assign or otherwise transfer (by operation of law or otherwise) any of your rights or duties hereunder unless Logoworks agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void ab initio. Logoworks may assign or otherwise transfer any of its rights or the performance of any of its duties without your consent.
(h) Waiver. The waiver by Logoworks of a breach or a violation of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of these Terms and Conditions.
(i) Independent Contractors. The parties and their respective personnel are and shall be independent contracts and neither party by virtue of these Terms and Conditions shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
(j) Force Majeure. If the performance of any part of these Terms and Conditions by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that such performance is prevented, hindered or delayed by such causes.
(k) Capacity. The parties hereby warrant and represent that they have all necessary rights and authority to execute these Terms and Conditions and to fulfill their obligations hereunder.
(l) Further Assurances. The parties hereto shall, at their own cost and expenses, execute and deliver such other documents, artwork, programming code and instruments and shall take such other action as may reasonably be required or appropriate to evidence or carry out the intent and purposes of these Terms and Conditions.