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KNIGHTWEB TECHNOLOGIES, INC.
REGISTRATION AGREEMENT 4.1
This
Registration Agreement 4.1 ("Agreement") sets forth the terms and
conditions agreed to between you and KnightWeb Technologies, a Colorado
corporation (the "Registrar", "we" or "us"),
relating to the registration of one or more Second Level Domain name(s)
("SLD name(s)") ending in the .com, .net, .org, .biz, .info, .name,
.cc or other Top Level Domains. We are a registrar accredited by the Internet
Corporation for Assigned Names and Numbers ("ICANN") pursuant to an
accreditation agreement between us and ICANN ("ICANN Agreement"). By
registering any SLD name with us on or after February 1, 2002 (whether directly
or through your agent, or as an agent for another person or entity), you agree,
for yourself and, if acting as an agent, on behalf of your principal, to be
bound by the terms and conditions of this Registration Agreement 4.1 with
respect to all SLD names registered with us, including those SLD names
previously registered with us under prior versions of our Registration
Agreement.
To complete the registration process, you must read and agree to be bound by all
terms and conditions of this Agreement, the accompanying fee schedule and
dispute policy, and any rules or policies of general applicability that are or
may be posted by us on our website from time to time. You acknowledge that we
may modify this Agreement to the extent necessary to comply with applicable law
or the ICANN Agreement, any ICANN Consensus Policy or code of conduct or other
policies adopted or requirements imposed by ICANN or the administrator of the
Registry, currently Verisign, Inc. for .com, .net, .org, & cc, Neulevel,
Inc. for .biz & .us, GNR Global Name Registry for .name, and Afilias, Inc.
for .info - (the "Registry Administrator"), as in effect from time to
time (collectively referred to as "ICANN/Registry Policy").
1. Fees.
As
consideration for the SLD name registration services provided by us, you agree
to pay all initial registration fees and applicable renewal fees with respect
to each SLD name registered in US Dollars at the time of registration or
renewal. If you do not pay any initial fees or renewal fees when due or your
credit card charge is not accepted for any reason within three (3) business
days after any initial fee is due or within seven business days after any
renewal fee is due, or in the event of any chargeback of any payment at any
time, we will have the right to immediately cancel all SLD names for which payment
was not received, without further notice. In the case of renewals, we will send
an e-mail to the address of the billing contact then set forth in the WhoIS
directory with respect to the SLD name eligible for renewal, and it shall be
your responsibility to ensure that all such fees are paid prior to the
expiration of the term of registration of each SLD name you wish to renew. You
agree that we shall have no liability whatsoever with respect to any such
cancellation. We reserve the right to adjust our registration and renewal fees
prospectively upon fifteen (15) calendar days prior notice.
2. Term; Registration Period.
The
term of this Agreement, as in effect from time to time, will extend through and
continue in force at any time during which you have any SLD name registered
through us. At your discretion, we will register each SLD name for a period of
one (1) to ten (10) years for .com, .net and .org, & .cc or for a period of
two (2) to ten (10) years for .biz & .info or for a period of one (1), two
(2), or ten (10) years for .name from the initial registration date or, if
applicable, the previous registration date for such SLD name.
3. SLD Name Dispute Policy.
You
agree to be bound by our Domain Name
Dispute Policy ("Dispute Policy") which is incorporated into this
Agreement by reference, as in effect from time to time. The Dispute Policy can
be found at http://www.knightweb.com/disputepolicy.html. Any disputes
regarding the right to use your SLD name will be subject to the Dispute Policy.
We may modify the Dispute Policy in our sole discretion at any time in
accordance with the ICANN Agreement or any ICANN/Registry Policy. Your
continued use of our registration services after modification to the Dispute
Policy becomes effective constitutes your acceptance of those modifications. If
you do not agree to such a modification, you may request that your SLD name be
cancelled or transferred to another registrar. You agree that you will be
subject to the provisions specified in the Dispute Policy in effect at the time
your SLD name is challenged by a third party, including but not limited to (i)
any applicable restrictions on your ability to change registrars with respect
to an SLD name subject to a dispute or to transfer an SLD name subject to a
dispute to a new holder; and (ii) our ability to cancel any such transfers
while a dispute is pending. While any dispute or litigation is pending, we may
not allow you to make changes to such SLD record until (i) we are directed to
do so by the judicial or administrative body, or (ii) we receive notification
by you and the other party contesting your registration and use of our SLD name
registration services that the dispute has been settled. Furthermore, you agree
that if you are subject to litigation regarding your registration and use of
our SLD name registration services, we may deposit control of your SLD name
record into the registry of the judicial body by supplying a party with a
registrar certificate from us. No refunds will be provided for names deleted or
transferred pursuant to this section. You agree that at such time as we receive
a properly authenticated order from a court of competent jurisdiction, or
arbitration award, requiring the cancellation, suspension, transfer or
modification of any SLD name registration, we shall have the right in our sole
discretion to cancel, suspend (e.g. registrar lock or hold), transfer or otherwise
modify any SLD name registration(s).
4. Registration Data.
4.1.
Provision of Registration Data. As part of the registration process, you are
required to provide us with certain information and to update this information to
keep it current, complete and accurate. This information includes (i) your full
name, postal address, e-mail address, voice telephone number, and fax number if
available; (ii) the name of an authorized person for contact purposes in the
case of a registrant that is an organization, association, or corporation;
(iii) the IP addresses of the primary nameserver and any secondary
nameserver(s) for the SLD name; (iv) the corresponding names of those
nameservers; (v) the full name, postal address, e-mail address, voice telephone
number, and fax number if available of the technical contact for the SLD name;
(vi) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the administrative contact for the SLD name; (vii)
the name, postal address, e-mail address, voice telephone number, and fax
number if available of the billing contact for the SLD name; and (viii) any
remark concerning the registered SLD name that should appear in the Whois
directory. You agree and understand that the foregoing registration data will
be publicly available and accessible on the Whois directory as required by
ICANN/Registry Policy and may be sold in bulk in accordance with the ICANN
Agreement.
4.2.
Inaccurate or Unreliable Data. Your willful provision of inaccurate or
unreliable information, your willful failure promptly to update information
provided to us, or any failure to respond for over 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 SLD
name concerning the accuracy of contact details associated with any
registration(s) or the registration of any SLD name(s) registered by or through
you or your account, shall constitute a breach of this Agreement. Any
information collected by us concerning an identified or identifiable natural
person ("Personal Data") will be used in connection with the
registration of your SLD name(s) and for the purposes of this Agreement and as
required or permitted by the ICANN Agreement or any ICANN/Registry Policy.
4.3.
Use of Registration Data. You acknowledge that we will make some of the
information that you provide during the registration process publicly available
as required by ICANN. Additionally, you acknowledge that ICANN or the Registry
may impose guidelines, limits and/or requirements that relate to the amount and
type of information that we may or must make available to the public or to
private entities. You may request a copy of your information in our possession
to review, modify or update such information by contacting us by e-mail at support@bulkregister.com. We agree
that we will not process any Personal Data collected from you, if any, in a way
that is incompatible with the purposes and other limitations set forth in this
Agreement. We agree that we will take reasonable precautions to protect
Personal Data collected, if any, from loss, misuse, unauthorized access or
disclosure, alteration or destruction.
4.4.
Disclosure of Use of Data. If you engage in the reselling of SLD name(s), you
covenant, represent and warrant that you have provided, or will provide, to any
third party individuals whose Personal Data you have obtained, the same
information about use of those details as are set out in this Section 4 or as
may be reasonably required by us pursuant to any ICANN/Registry Policy now or
hereafter adopted, and that the third parties individually have consented, or
will consent, to use of their personal data.
5. License of SLD Names.
If you
license use of an SLD name to a third party, you remain the holder of record,
and you acknowledge that you remain responsible for providing and updating your
own full contact information and for providing and updating accurate technical,
administrative, and billing contact and other information in accordance with
this Agreement. You are also required to collect and submit end-user supplied
Registrant and Administrative Contact data for each domain name registration
made on behalf of an end-user. It is not acceptable for a BulkRegister Reseller
to list themselves as the Registrant and Administrative Contact on domain name
registrations made on behalf of end-users. If you license use of an SLD name,
you shall accept liability for harm caused by wrongful use of the SLD name,
unless you promptly disclose the identity of the licensee to the party
providing you reasonable evidence of actionable harm.
6. Change of SLD Holder; Reselling Activities.
The provisions of this Section 6
shall apply to you unless you have entered into a separate Registration
Services Agreement, in which case the Registration Services Agreement shall
apply to you.
6.1. Change of SLD Holder Procedure. If you transfer any SLD name, you agree to abide
by the policies and procedures relating to transfer of SLD names as may be
adopted by us and as in effect from time to time, which policies and procedures
may require, among other things, the submission of hard-copy record of transfer
of ownership, the submission of information concerning the transferor and
transferee and the transfer, including but not limited to the information
described in Section 4 of this Agreement with respect to the transferee, and may
impose reasonable information collection and recordkeeping obligations on you.
Such policy and procedure may require you upon such transfer to relinquish all
control over the SLD name transferred.
6.2. Required and Prohibited Reselling Practices.
You agree to inform any person
or entity registering an SLD name with us through you or your account (each
your "Customer" and collectively, your "Customers") that
they are registering their SLD name through us, an ICANN accredited registrar.
You shall not represent, directly or by implication, that you are a registrar
or have direct or superior access to the Registry or that you are a registrar
or accredited or otherwise affiliated with ICANN, and you agree not to employ
or display the ICANN mark or logo on your web site or any materials used by you
in your business.
6.3. Recordkeeping Requirements.
You agree to obtain evidence of each Customer's assent
to the then current Registration Agreement electronically (e.g. by
"click") or by hardcopy signature, and to retain for a period of
three (3) years evidence of such assent. You may require Customers using your
services to agree to additional terms and conditions, provided that such terms
and conditions do not conflict in any manner with the provisions of the Registration
Agreement or any ICANN Policy.
6.4. Customer Support; Registration Data and Updating Requirements.
You agree to
provide adequate customer service, billing and technical support for your
Customers, and to make modifications and updates to registration data relating
to your Customers' SLD names so that our database contains accurate, current
and reliable registration data with respect to your Customers' SLD names. You
understand and acknowledge that your failure to make any modifications to any
information with respect to your Customer's SLD name(s) in accordance with the
written instructions of such Customer(s) within ten (10) business days after
delivery of such written instructions, or the making of any modifications to
any Customer's registration data which have not been authorized by such
Customer in writing or by e-mail, shall constitute a breach of this Agreement.
You agree to retain copies of all communications and other correspondence
between you and Customer relating to the registration of SLD names with us and
to provide us with the same upon request. Your willful provision of inaccurate
or unreliable information concerning your Customer's SLD name(s), or your
willful failure to promptly update or correct your Customer's registration
data, or your failure to respond to our or any of your Customer's inquiries or
requests concerning the accuracy or content of any registration data for over
ten (10) business days shall constitute a breach of this Agreement.
7. Policies
Regarding Use of Our Services.
7.1.
Suspension, Cancellation or Transfer of SLD Name. You agree that your ability
to use our registration services is subject to termination or suspension, and
your ability to register or modify any particular SLD name is subject to
suspension, cancellation, or transfer (i) at any time pursuant to any
ICANN/Registry Policy now in effect or hereafter adopted, (ii) to correct
mistakes by us, another accredited registrar or the Registry in registering SLD
name(s), including but not limited to the correction of erroneous or
inadvertent deletions of SLD names, or in connection with the resolution of
disputes in accordance with the Dispute Policy, or (iii) in the event of any
breach of any representation, warranty, agreement or other provision of this Agreement,
upon e-mail notice of such breach and the expiration of a fifteen (15) calendar
day cure period.
7.2.
Limitations on Use of Services. You agree not to use our services or website or
permit any person or entity through you to use our services or website for (i)
the transmission of unsolicited, commercial e-mail (spam); or (ii) high volume,
automated, electronic processes that apply to the Registry for large numbers of
SLD names, except as reasonably necessary to register SLD names or modify
existing registrations; or (iii) high volume, automated, electronic, repetitive
queries except as reasonably necessary to register SLD names or modify existing
registrations.
8. Use
of Agents. You agree that, if your agent (e.g., an Internet Service
Provider, employee, etc.) purchased our service(s) on your behalf, you are
nonetheless bound as a principal by all terms and conditions herein, including
the Dispute Policy. Your continued use of our services shall ratify any
unauthorized actions of your agent. By acting on your behalf, your agent
certifies that he, she or it is authorized to apply for our services on your
behalf, that he, she or it is authorized to bind you to the terms and
conditions of this Agreement and that he, she or it has apprised you of the terms
and conditions of this Agreement. In addition, you are responsible for any
errors made by your agent. We will not refund fees paid by you or your agent on
your behalf for any reason, including, but not limited to, in the event that
your agent fails to comply with the terms and conditions of this Agreement,
your agent incorrectly provides information in the application process or if
your agent changes or otherwise modifies your SLD name record incorrectly.
9. SLD
Name Transfers Between Sponsoring Registrars. You agree that you may change
sponsoring registrars for any existing SLD name only in accordance with
ICANN/Registry Policy and further agree that you may not change sponsoring
registrars with respect to any SLD name for a period of sixty (60) calendar
days after registration of such SLD name with us. In connection with any
transfer by you of SLD name(s) from one registrar (the "Losing
Registrar") to us:
9.1.
You represent and warrant that (i) you are either the SLD Holder, the
administrative contact or the technical contact with respect to the SLD name(s)
being transferred; and (ii) if transferring an SLD name on behalf of a
Customer, you have been granted the authority by such Customer to effect each
such transfer.
9.2. To
initiate a transfer of sponsoring registrars from a Losing Registrar to us, you
shall notify us of the SLD name(s) you wish to transfer to us and we will, upon
receipt of such transfer request, forward to you a Confirmation of Transfer.
You agree to confirm the accuracy of the Confirmation of Transfer and assent to
the Confirmation of Transfer before being permitted to continue.
9.3. We
will effect the proposed transfer of sponsoring registrars from the Losing
Registrar only after the following conditions have been met:
(i) We
have received evidence of your assent to the Confirmation of Transfer and all
transfer fees associated with the transfer(s) have been paid in full; and
(ii) If
the transfer involves an SLD name held by an SLD Holder other than you and we
have notified such SLD Holder via the Administrative Contact of the proposed
transfer and provided such Administrative Contact with a period of time to
confirm or object to such transfer, not to exceed 10 business days, such
waiting period shall have expired or the express consent of such Administrative
Contact shall have been obtained.
9.4.
You agree and understand that we will effect the registration using the
registration data on file with the Losing Registrar immediately prior to
transfer, and understand that we may, at our discretion, limit your ability to
make post-transfer changes to registration data for a reasonable period of time
following transfer, not to exceed 15 business days.
9.5.
When we make a request to the Losing Registrar (via the Registry) to transfer
an SLD name registration to us from the Losing Registrar, you agree to pay us
the applicable fee(s) as then in effect with respect to such transfer and agree
to comply with the Verisign Change in Registrar Policy.
The
Following Paragraphs(10 through 13) Apply to .Biz Domain Registrations
10. 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.
11. BIZ
CERTIFICATION. As a .biz domain name registrant, you hereby certify to
the best of your knowledge that:
(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.com/countdown/registrationRestrictions.html
(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.
12.
DOMAIN NAME DISPUTE POLICY. If you reserved or registered a
.biz domain name through us, 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
Uniform Domain Name Dispute Resolution Policy, available at http://www.icann.org/udrp/udrp.htm.
(ii)
The Start-up Trademark Opposition Policy ("STOP"), available at http://www.neulevel.com/countdown/stop.html;
and
(iii)
The Restrictions Dispute Resolution Criteria and Rules, available at http://www.neulevel.com/countdown/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 Operator or Registrar) over the registration or use of a
.biz domain name registered by Registrant that is subject to the Intellectual
Property Claim Service. The Intellectual Property Claim Service a service
introduced by Registry Operator 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
UDRP sets forth the terms and conditions in connection with a dispute between a
Registrant and any party other than the Registry Operator or Registrar over the
registration and use of an Internet domain name registered by Registrant.
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 Operator. Registry Operator 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.
13. RESERVATION
OF RIGHTS. KnightWeb Technologies and the .biz Registry Operator,
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 KnightWeb Technologies and/or NeuLevel, Inc., as well
as their affiliates, subsidiaries, officers, directors and employees. KnightWeb
Technologies and NeuLevel, Inc. also reserve the right to freeze a domain name
during resolution of a dispute.
The
Following Paragraphs(14 through 17) Apply to .INFO Domain Registrations
14.
Registrant consents to the use, copying, distribution, publication,
modification, and other processing of Registered Domain Name Holder's Personal
Data by Afilias, the .INFO Registry Operator, and its designees and agents in a
manner consistent with the purposes specified pursuant in its contract.
15.
Registrant agrees to submit to proceedings under ICANN's Uniform Domain Name
Dispute Policy (UDRP) and comply with the requirements set forth by Afilias for
domain names registered during the Sunrise Period, including the mandatory
Sunrise Dispute Resolution Policy. These policies are subject to modification.
16.
Registrant acknowledges that Afilias, the registry operator for .INFO, 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 Registered Name during these periods, and (b) the
results of any dispute over a Sunrise Registration.
17.
Registrar and Afilias, the registry operator for .INFO, 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 Registrar and/or Afilias as
well as their affiliates, subsidiaries, officers, directors and employees.
Registrar and Afilias also reserve the right to freeze a domain name during
resolution of a dispute
18. LIMITATION
OF LIABILITY; DISCLAIMER OF WARRANTIES.
18.1.
LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY
OTHER PERSON FOR ANY LOSS THAT MAY OCCUR DUE TO (a) ANY ACT OR OMISSION OF YOU
OR YOUR AGENT (WHETHER AUTHORIZED OR UNATHORIZED) (a) ANY LOSS OF REGISTRATION
OF ANY SLD NAME, (b) THE USE OF YOUR SLD NAME OR PASSWORD, (c) ACCESS DELAYS OR
ACCESS INTERRUPTIONS TO OUR REGISTRATION SYSTEM; (d) THE NON-DELIVERY OR
MISDELIVERY OF DATA BETWEEN YOU AND US; (e) EVENTS BEYOND OUR CONTROL; (f) THE
PROCESSING OF ANY SLD NAME REGISTRATION; (g) THE PROCESSING OF ANY MODIFICATION
TO THE RECORD ASSOCIATED WITH YOUR SLD NAME, (h) THE FAILURE OF YOU OR YOUR
AGENT TO PAY ANY FEES HEREUNDER; OR (i) THE APPLICATION OF THE DISPUTE POLICY.
FURTHER, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE
FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL OUR MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO US FOR
REGISTRATION OF THE SLD NAME IN CONTROVERSY DURING THE PRIOR ONE (1) YEAR
PERIOD. TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IS LIMITED TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
18.2
DISCLAIMER OF WARRANTIES. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN OUR SOFTWARE OR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE
OPERATION OF OUR SOFTWARE OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR
THAT DEFECTS IN THE SOFTWARE OR WEBSITE WILL BE CORRECTED. WE DO NOT WARRANT
NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF OUR SOFTWARE
OR WEBSITE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY,
RELIABILITY OR OTHERWISE.
19. Indemnity.
You
agree to defend, indemnify and hold us harmless and any applicable SLD name
registry, and the shareholders, directors, officers, employees, affiliates and
agents of us and them, from and against any loss, damages or costs, including
reasonable attorneys' fees, resulting from any claim, action, proceeding, suit
or demand arising out of or related to (i) any SLD name registered by you or
the transfer or use thereof, (ii) any dispute concerning an SLD name, (iii)
your breach (or the breach by any of your officers, agents, employees or other
representatives) of any agreement contained in this Agreement, or (iv) any
cancellation, suspension (e.g. registrar lock or hold) or transfer of any SLD
name in accordance with this Agreement. This indemnification is in addition to
any indemnification required under the Dispute Policy.
20. Representations
and Warranties.
You
represent and warrant that all information provided by you in connection with
your registration is complete and accurate. You represent and warrant each time
you register an SLD name that, to the best of your knowledge and belief,
neither the registration of the SLD name nor the manner in which it is directly
or indirectly used infringes the legal rights of a third party. In applying for
an SLD name, you represent and warrant that the registration is not made in bad
faith and that the name does not conflict with another SLD name. We make no
representation or warranties of any kind in connection with this Agreement.
Specifically but without limitation, we do not represent or warrant that
registration of your SLD name will immunize you from challenges to your SLD
name. We are not bound by nor should you rely on any representation or warranty
made by any agent, representative or employee of any third party that you may
use to apply for our services.
21. Breach
and Revocation; Notice of Cancellation, Etc.
Except
as otherwise specified in this Agreement, any breach by you of this Agreement
or the Dispute Policy must be remedied by you within five (5) business days
following e-mail notice by us to you. Such notice shall be deemed delivered
when sent to the e-mail address then on record for your administrative contact
in the Whois directory. If you fail to cure the breach within such cure period,
we may terminate this Agreement, cancel your registration of the SLD name(s),
transfer such SLD names to another person or entity and/or seek any remedy
available at law or in equity including but not limited to obtaining an
injunction or specific performance. Our remedies shall not be deemed exclusive
and effecting any one or more of the foregoing remedies shall not be deemed an
election of remedies. Except as otherwise specified in this Agreement, notice
of revocations, suspensions, transfers, or cancellations of your SLD name(s) by
us pursuant to this section will be provided to you within five (5) business
days following the taking of such action.
22. Cancellation
During Preliminary 30 Day Period; Right of Refusal to Register.
Pursuant
to ICANN/NSI Registry Policy, we reserve the right to refuse to register any SLD
name(s), or to cancel, transfer or suspend any SLD name(s) registered with us
within the first thirty (30) calendar days following receipt of your payment
for such registration(s). In the event we do not register an SLD name or we
cancel or transfer an SLD name within such thirty (30) calendar day period, we
agree to refund any applicable fee(s) with respect to such SLD name which you
have paid to us. You agree that we shall not be liable to you for loss or
damages that may result from our refusal to register any SLD name(s) or the
cancellation or transfer of any SLD name(s).
23. Governing
Law; Jurisdiction; Waiver of Trial by Jury.
THIS
AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF MARYLAND, WITHOUT REGARD TO SUCH STATE'S POLICIES RELATING TO
CONFLICT OF LAWS. ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT OR TO
YOUR OR YOUR AGENT'S USE OF OUR SERVICES SHALL BE BROUGHT EXCLUSIVELY IN THE
COURTS OF MARYLTHE DISTRICT OF MARYLAND (NORTHERN DIVISION) LOCATED IN
BALTIMORE, MARYLAND. FOR THE ADJUDICATION OF DISPUTES CONCERNING OR ARISING
FROM THIS AGREEMENT OR THE USE OF ANY SLD NAME(S), YOU AGREE TO SUBMIT, WITHOUT
PREJUDICE TO OTHER POTENTIALLY APPLICABLE JURISDICTIONS, TO THE JURISDICTION OF
THE COURTS (I) OF YOUR DOMICILE, AND (II) OF MARYLAND, USA, OR THE U.S.
DISTRICT COURT FOR THE DISTRICT OF MARYLAND (NORTHERN DIVISION) LOCATED IN
BALTIMORE, MARYLAND. YOU WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH
PROCEEDING.
24. Notices.
Except
as otherwise specifically stated herein, you agree that all notices from us to
you shall be delivered by posting such notices on our website and shall be
deemed delivered and effective fifteen (15) calendar days after such posting.
Notices from you to us shall be by e-mail to our appropriate e-mail address as
specified on our website, and shall be deemed delivered when received by
e-mail, or notices shall be in writing by first class mail to KnightWeb
Technologies, Inc., 10 East Baltimore Street Suite 1500, Baltimore, MD 21202,
and shall be deemed delivered five days after deposit in the U.S. mail. The
foregoing notwithstanding, you understand and agree that any e-mails received
by us from any e-mail address provided to us or set forth as a contact address
(whether billing, technical or administrative) with respect to your SLD name
shall be deemed to have been sent by you or your duly authorized agent having
the actual and apparent authority to act to bind you. We intend to rely on any
such correspondence.
25. General.
This
Agreement, our fee schedule and the Dispute Policy, together with all
amendments or modifications to any of them, constitute the complete and
exclusive agreement between you and us, and supersede and govern all prior or
concurrent proposals, agreements, or other communications. Nothing contained in
this Agreement shall be construed as creating any agency, partnership, or other
form of joint enterprise between you and us. Our failure to require your
performance of any provision hereof shall not affect the right to require such
performance thereafter; nor shall the waiver by us of a breach of any provision
hereof be taken or held to be a waiver of the provision itself. In the event
that any provision of this Agreement is deemed unenforceable or invalid, such unenforceability
or invalidity shall not affect the remainder of this Agreement, but such
provision shall be automatically amended and replaced with a provision that is
valid and enforceable and which achieves, to the extent possible, our original
objectives and intent as reflected in the original provision. No provision of
this Agreement, including our fee schedule and the Dispute Policy, may be
amended or modified by you except by means of a written document signed by us.
We may modify this Agreement at any time by posting such modification(s) on our
website. Such modifications will become effective 15 calendar days after
posting. Your continued use of our registration services after such
modification(s) become(s) effective constitutes your acceptance of those
modifications. If you do not agree to such a modification, you may request that
your SLD name(s) be cancelled or transferred to another registrar. This
Agreement shall not confer any benefits upon any person or entity other than
you and KnightWeb Technologies, and shall not be construed to create any
obligation by KnightWeb Technologies to any non-party.
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