TERMS AND CONDITIONS
This Service Agreement (“Agreement”) applies to the purchase from RazoRSharp and its affiliates (collectively, “RazoRSharp Networks”) of all services (collectively, the “Services”) RazoRSharp Networks reserves the right to modify its facilities used to provide the Services for purposes including but not limited to accommodating evolving technology and increased demand, and providing enhanced services. RazoRSharp Networks shall use reasonable efforts to notify Customer of any planned changes to RazoRSharp Networks’ facilities that may adversely affect the Services provided hereunder. This agreement does not apply to customers which resell RazoRSharp Networks services. Such resellers must sign the RazoRSharp Networks Reseller Agreement, which may be obtained from firstname.lastname@example.org.
This Agreement shall be for the agreed upon initial term of 1 months or as specified on the Service Order Form (the “Initial Term”). Customer’s contract shall be automatically renewed for services at the end of the Initial Term on a month to month basis unless either party provides thirty (30) days written notice to the other of termination of this Agreement prior to the end of the then current term.
BILLING AND PAYMENT
Fees: During the term of this Agreement, Customer shall pay the fees for the Services that are set forth online or as outlined in the Service Order Form. Such fees may include taxes, fees or assessments by governmental agencies and RazoRSharp Networks shall have the right, at any time, to pass through and invoice to Customer any new or increased taxes, fees, assessments or other charges imposed on or required to be collected by RazoRSharp Networks by any governmental agency. Customer shall also be responsible for paying all taxes, fees or assessments and other charges imposed on Customer by any governmental agency that may result from this Agreement, or any of the activities contemplated hereunder. It is understood by Customer that in no event shall RazoRSharp Networks be held liable for any additional fees incurred as a result of compliance with this or any other agreement made with RazoRSharp Networks. Fees including, but not limited to, the purchase of certificates, establishment and maintenance of accounts including any and all applicable transaction percentage fees or filings are in no way the responsibility of RazoRSharp Networks. Customer bears complete responsibility incurred by any of these transactions regardless of the fact that from time to time, at Customer’s request, RazoRSharp Networks may make suggestions, not declarations, involving the selection of a third party vendor of which Customer has every right to accept or refuse such suggestions.
Terms Of Payment: Invoices are due and payable upon receipt. All payments shall be made in full in U.S. currency.
Service Continuation After Initial Term: The fees set forth in the Service Order Form are guaranteed during the Initial Term of this Agreement. If Customer continues to receive the Services after the Initial Term without entering into a new agreement or agreement extension, the fees charged after the Initial Term shall be at the then standard RazoRSharp Networks rates for such services, without discount, determined month to month.
Customer will pay a late payment charge equal to 10% (or the highest amount permitted by law) per month or portion thereof on the outstanding balance of any invoice remaining unpaid ten (10) days after the date upon which payment is due. Suspension Or Interruption Of Service For Non-Payment: In the event Customer’s account becomes past due for more than ten (10) days, or if RazoRSharp Networks has a reasonably held belief that Customer may be unable to pay its debts as they become due (i.e., is financially insecure), RazoRSharp Networks may, in its sole discretion, suspend, interrupt or disconnect the Services upon ten (10) days written notice or oral communication to Customer. In the event of such suspension, interruption or disconnection, Customer may be required to post a deposit or such other security, as RazoRSharp Networks reasonably deems necessary in order to resume receiving the Services. In addition, if RazoRSharp Networks reasonably determines that Customer may be financially insecure, RazoRSharp Networks may require such other action of Customer as RazoRSharp Networks reasonably determines is necessary under the circumstances, including letters of credit, security deposit(s), restrictions on available credit or other action as RazoRSharp Networks may require from time to time regardless of Customer’s then-current payment status on its account or its payment history on such account. Failure to satisfy RazoRSharp Networks’ request for such action within timelines reasonably set by RazoRSharp Networks may result in immediate termination of service without further notice. Customer may not withhold or set off any payment for any reason without RazoRSharp Networks’ prior written consent. RazoRSharp Networks shall have no liability for any loss or damage resulting from its suspension or termination of Services under this Agreement.
Customer shall at all times adhere to the RazoRSharp Networks Acceptable Use Policy located at https://razorsharpnetworks.com/ as amended from time to time by RazoRSharp Networks effective upon posting of the revised policy at the URL. Notwithstanding anything to the contrary contained herein, RazoRSharp Networks may immediately take corrective action, including disconnection or discontinuance of any and all Services, or terminate this Agreement in the event of notice of possible violation by Customer of the RazoRSharp Networks Acceptable Use Policy. In the event RazoRSharp Networks takes corrective action due to a violation of the RazoRSharp Networks Acceptable Use Policy, RazoRSharp Networks shall not refund to Customer any fees paid in advance of such corrective action.
The service shall not be used for any illegal or illegitimate purpose. RazoRSharp Networks shall treat all messages as confidential, except it shall cooperate with all law enforcement agencies in disclosing whatever information they shall require about the Subscriber, in the performance of their legal duties. Internet fraud is a federal crime and a felony punishable by heavy fines and jail time. Fraudulent behavior will be prosecuted aggressively and with a passion to the fullest extent of the law. The ID and address of your computer and your ISP provider have been determined and recorded as a safeguard against fraudulent behavior and may be used by RazoRSharp Networks or other legal entities to prosecute guilty parties. We do not take any effort to defraud lightly and will prosecute whenever and wherever possible to the fullest extent of the law.
RazoRSharp Networks reserves the right to update or modify these terms and conditions at any time without prior notice. Your use of this web site following any such change constitutes your continued agreement to follow and be bound by the terms and conditions as changed.
The parties hereby represent and warrant that they shall at all times fully comply with all applicable statutes, rules and regulations with respect to their respective businesses including, without limitation, the CAN-SPAM Act of 2003, laws governing deceptive trade practices and/or online marketing and/or advertising. Contractor/Marketer agrees to maintain a regularly updated suppression list containing current unsubscribe requests in conformance with the CAN-SPAM Act of 2003.
Customer may terminate this Agreement by giving RazoRSharp Networks at least thirty (30) days prior written notice. However, Customer remains obligated to pay all amounts remaining in the Initial Term, and if RazoRSharp Networks has purchased equipment on behalf of Customer, at Customer’s request or pursuant to Customer’s order, including but not limited to circuit and router, Customer shall assume responsibility for payments for such equipment, until paid in full. In order to terminate early, Customer’s primary contact person on the account should notify RazoRSharp Networks of such request to do so. In the case of credit card orders, all termination requests should be signed by Customer’s primary contact person on the account who must provide the last four digits of the credit card on file with RazoRSharp Networks. However, RazoRSharp Networks shall not be liable for unauthorized termination of an account.
Any termination of this agreement by RazoRSharp Networks or Customer shall not deprive either party of its rights or relieve either party of its obligations, in each case, as accrued prior to the date of termination, including, without limitation, Customer’s obligation to pay for Services rendered prior to the date of termination. RazoRSharp Networks reserves the right to terminate this Agreement without cause prior to the end of the term upon thirty (30) days written notice to Customer, in which event RazoRSharp Networks will refund any fees for Services which Customer has paid in advance.
RazoRSharp Networks is acting only as a reseller and/or provider of any hardware, software, circuit and equipment (collectively, the “Equipment”) offered under this Agreement that was manufactured by a third party. Any malfunction or manufacturer’s defects of Equipment either sold or provided by RazoRSharp Networks to Customer or purchased directly by Customer used in connection with the Service(s) will not be deemed a breach of RazoRSharp Networks’ obligations under this Agreement. Any rights or remedies Customer may have regarding the performance or compliance of Equipment are limited to those rights extended to Customer by the manufacturer of such Equipment. Customer is entitled to use any Equipment supplied by RazoRSharp Networks only in connection with Customer permitted use of the Service(s). Customer shall not resell, transfer, export or re-export any Equipment, or any technical data derived therefrom, in violation of any applicable United States or foreign law.
RazoRSharp Networks shall not be responsible for any changes in Service(s) that cause Customer Equipment to become obsolete, require modification or alteration, or otherwise affect the performance of the Service(s). However, if practicable (without an obligation to expend funds or incur additional costs), RazoRSharp Networks will assist Customer in resolving any such Equipment problems over which RazoRSharp Networks may have control.
DISCLAIMER OF WARRANTY
Customer acknowledges and agrees that RazoRSharp Networks exercises no control over, and accepts no responsibility for, the content of the information passing through RazoRSharp Networks’ host computers, network hubs and points of presence (the “RazoRSharp Networks Network”) or the Internet. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER RazoRSharp Networks, ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS NOR THE LIKE MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT FOR THE SERVICES OR ANY EQUIPMENT RazoRSharp Networks PROVIDES. NEITHER RazoRSharp Networks, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. RazoRSharp Networks IS NOT LIABLE FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S CUSTOMERELE VIA THE SERVICE(S) PROVIDED BY RazoRSharp Networks.
Customer will indemnify, save harmless, and defend RazoRSharp Networks and all directors, officers, employees, and agents of RazoRSharp Networks (collectively “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys’ fees) arising out of or relating to the use of the Services by Customer, including any violation of the RazoRSharp Networks Acceptable Use Policy. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.
LIMITATION OF LIABILITY
IN NO EVENT SHALL RazoRSharp Networks BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, SUFFERED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF RazoRSharp Networks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will RazoRSharp Networks’ liability for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) exceed the actual dollar amount paid by Customer for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, or the limitation of liability with respect to death or personal injury due to negligence, so that the above limitations or exclusions may not apply to Customer. In such jurisdictions, RazoRSharp Networks’ liability (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the greatest extent permitted by applicable law.
RazoRSharp Networks shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, breakdown or damage to machinery, equipment or software, malfunctioning of software, corruption of data, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services. In the event of such a Force Majeure, the party shall give the other party prompt written notice within ten (10) days of the Force Majeure. If any such event continues for a continuous period of thirty (30) days, Customer may terminate this Agreement.
Customer represents and warrants that Customer’s use of the Services shall not infringe the intellectual property or other proprietary rights of RazoRSharp Networks or any third party. Customer further acknowledges that all right, title and interest in any and all technology, including the software that is part of or provided with the Services and any trademarks or service marks of RazoRSharp Networks (collectively, “RazoRSharp Networks Intellectual Property”) is vested in RazoRSharp Networks and/or in RazoRSharp Networks’ licensors. Unless otherwise specifically provided in this Agreement, Customer shall have no right, title, claims or interest in or to the RazoRSharp Networks Intellectual Property. Customer may not copy, modify or translate the RazoRSharp Networks Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the RazoRSharp Networks Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. Unless otherwise specifically provided in this Agreement, Customer is not authorized to distribute or to authorize others to distribute the RazoRSharp Networks Intellectual Property in any manner without the prior written consent of RazoRSharp Networks; provided, however, that nothing in this sentence would preclude Customer from using the RazoRSharp Networks Intellectual Property as incorporated in the Services. This paragraph shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which Customer may now have or hereafter acquires in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to Customer.
Each party acknowledges that, in the course of the performance of this Agreement, it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of the other party (“Confidential Information”). Except as provided in RazoRSharp Networks’ Acceptable Use Policy (AUP), each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the Confidential Information of the other party then in its possession. Nothing in this Agreement shall prohibit or limit either party’s use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party’s possession, as evidenced by receiving party’s records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f) is required to be disclosed by law, court order or request by any government or regulatory authority, provided that, to the extent possible, the disclosing party under this clause (f) shall give reasonable notice to the non-disclosing party prior to disclosure in order to allow such party to object to the disclosure.
Customer is solely responsible for all its content residing on RazoRSharp Networks servers, and except as otherwise agreed with RazoRSharp Networks, for the backup and restoration of such content. If any content, partial or full, is created by RazoRSharp Networks or any of its subsidiaries, Customer agrees that it may not have the content hosted at an alternate location or otherwise used without the express written consent of RazoRSharp Networks until the expiration of the service contract and any subsequent renewals of said contract. Any attempt to make use of any content created by RazoRSharp Networks or any of its subsidiaries without honoring the full life of the service contract, will be considered an act of digital theft and Customer will be in strict violation of this service agreement, subject to penalties including but not limited to full payment of the sum of the service contract and the retention of all Customer Data and Customer Content as property of RazoRSharp Networks.
RazoRSharp Networks acknowledges that Customer is the sole author and owner of Customer Content, and its attendant Intellectual Property Rights. Customer expressly acknowledges that RazoRSharp Networks and/or its licensors is the sole author, owner, and/or licensee of any and all CGI, HTML Code, graphics, data, interactive elements, source code and object code, software, software and development tools, standardized subroutines, algorithms, command structures, processes, design and coding, interface design and programming techniques, third party applications, Web servers, database servers and programming languages, and their attendant Intellectual Property Rights, that are used by RazoRSharp Networks in the creation of the Web Site, or that are created or acquired by RazoRSharp Networks prior to the commencement of the Web Site Development and incorporated into the Web Site, or incorporated into any work embodying or derived from any portion of the Web Site, (collectively “RazoRSharp Networks Tool Set”). License to Customer Content. Customer hereby grants to RazoRSharp Networks a non-exclusive, non-transferable, royalty free license to use the Customer Content under the terms and conditions of this Agreement. RazoRSharp Networks may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement. License to RazoRSharp Networks Tool Set. For such time as RazoRSharp Networks is hosting the Web Site, RazoRSharp Networks grants to Customer a non-transferable, royalty-free, non-exclusive license to publicly perform or display the RazoRSharp Networks Tool Set as incorporated in the Web Site.
Except as to those documents whose copyright is owned by a third party, the copyright of this Site and its Materials are protected by copyright laws and belong to RazoRSharp Networks. You are hereby authorized to use the Materials of this Site consistent with its intended purpose and your use does not convey any title or ownership rights in the Site. Note that any product, process, or technology described in the Materials may be the subject of other intellectual property rights reserved by RazoRSharp Networks or its affiliates which are not licensed hereunder. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the Materials contained on this Site. This Site is proprietary to RazoRSharp Networks and title to the Site, including without limitation, all applicable rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights shall remain solely in RazoRSharp Networks.
RazoRSharp Networks, in its sole discretion, irrevocably reserves the right to display what it deems acceptable promotional content on Customer’s web site if the site is/was/will be designed by RazoRSharp Networks (including it subsidiaries) or if the site makes use of proprietary systems, otherwise referred to as “engines” developed either partially or exclusively by RazoRSharp Networks. Customer will in no way make any attempts to alter or otherwise mutilate such content on their web site and will be held in direct violation of these terms and conditions if they do so and subject to such penalties outlined herein.
MAINTENANCE AND CONSULTATION
Additional Pages and Additional Design Time are available at RazoRSharp Networks’ then current rates.
Customer is subject to applicable data protection, intellectual property, and consumer protection laws, and is responsible for the security of any customer credit card numbers and related customer information Customer may access as a result of conducting electronic commerce transactions through the Software. Customer will keep all such information confidential and will use the same degree of care and security as Customer uses with Customer’s confidential information.
All equipment is the sole property of RazoRSharp Networks or one of its partners/vendors unless otherwise specified. Customer shall in no way infer anyone but RazoRSharp Networks or its partners/vendors is in possession of any equipment that is operated and maintained by RazoRSharp Networks or its partners/vendors unless specifically noted to the contrary.
ACCESS AND USE OF INFORMATION
Access to this Site is limited to viewing the linked web pages solely for legitimate business purposes to access the information provided by RazoRSharp Networks at this Site. Any access or attempt to access other areas of the RazoRSharp Networks computer system or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this Site other than in connection with the procurement of products and services provided by RazoRSharp Networks. Any intentional damage or intentional interruption of RazoRSharp Networks’s computer system as well as computer resources and/or system service, carrying on of personal business or illegal activities will be cause for termination of this Agreement. You agree to hold RazoRSharp Networks harmless for damages and losses incurred as a result of misuse of this Site by you. Users are prohibited from violating or attempting to violate the security of the website, including, without limitation, (i) accessing data not intended for such user or logging into a server or account which the user is 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. Access and Use of Information. Access to this Site is limited to viewing the linked web pages solely for legitimate business purposes to access the information provided by RazoRSharp Networks at this Site. Any access or attempt to access other areas of the RazoRSharp Networks computer system or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this Site other than in connection with the procurement of products and services provided by RazoRSharp Networks. Any intentional damage or intentional interruption of RazoRSharp Networks’s computer system as well as computer resources and/or system service, carrying on of personal business or illegal activities will be cause for termination of this Agreement. You agree to hold RazoRSharp Networks harmless for damages and losses incurred as a result of misuse of this Site by you. Users are prohibited from violating or attempting to violate the security of the website, including, without limitation, (i) accessing data not intended for such user or logging into a server or account which the user is 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.
By accessing the Site, Customer expressly agrees that it will not provide Customer’s access information (including password) to its employee, agent, or third party in order for that employee, agent, or third party to research RazoRSharp Networks’s website for the purpose of reverse-engineering the features, functions, and appearance of the Site. By accessing the Site, Customer expressly agrees that it will not derive or attempt to derive the source code, source files, or structure of all or any portion of the web site by reverse engineering, disassembly, decompilation, or any other means. Any person who accesses this Site expressly agrees that he or she will not reverse engineer the features, functions, and appearance of the Site.
DOMAIN NAME REGISTRATION
A. Registrar Services. RazoRSharp Networks has entered into an agreement with an accredited domain name registrars, Network Solutions and Dotster, to provide Customer with domain name registration services, for any requests by Customer to RazoRSharp Networks to register an Internet domain name. As consideration for the domain name registration services provided by Network Solutions and Dotster to Customer, on behalf of RazoRSharp Networks, Customer agrees to pay RazoRSharp Networks, prior to the effectiveness of the desired domain name registration, the then-current amounts set forth in the RazoRSharp Networks price schedule for the initial registration of the domain name and, should Customer choose to renew the registration, subsequent renewals of the registration. To view the current rates for using RazoRSharp Networks’ domain name services, please visit our website at https://razorsharpnetworks.com or e-mail us at email@example.com. All fees are non-refundable, in whole or in part, even if Customer’s domain name registration is suspended, cancelled or transferred prior to the end of Customer’s then current registration term. RazoRSharp Networks reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer’s requested domain name will not be registered unless and until we receive actual payment of the registration fee, and have confirmed Customer’s registration in an email from RazoRSharp Networks to the email address indicated in Customer’s registration application.
B. Cancellation; Reinstatement. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by RazoRSharp Networks) in connection with the payments of the registration fee for Customer’s domain name registration, Customer agrees and acknowledges that the domain name registration shall be transferred to RazoRSharp Networks as the paying entity for that registration to the registry and that we reserve all rights regarding such domain name including, without limitation, the right to make the domain name available to other parties for purchase. RazoRSharp Networks will reinstate Customer’s domain name registration solely at RazoRSharp Networks’ discretion, and subject to our receipt of the initial registration or renewal fee and our then-current reinstatement fee.
C. Renewal. Customer will be notified when renewal fees are due. Should these fees go unpaid within the time specified in a second notice or reminder regarding renewal, Customer’s registration will be cancelled. Payment must be made by credit card or such other method as RazoRSharp Networks may indicate in the registration application or renewal form. RazoRSharp Networks will renew Customer’s name for Customer provided Customer’s credit card or other billing information is available and up to date, unless Customer instructs RazoRSharp Networks otherwise within the time specified. If Customer’s billing information is not accurate and Customer wishes to renew Customer’s domain name registration, we will contact Customer to update this information and charge Customer accordingly.
D. Transfer. Customer will be responsible for all costs and fees associated with the registration of Customer’s domain name including, but not limited to, all costs and fees for moving or transferring such domain name. Under no circumstances shall RazoRSharp Networks be responsible for this cost. E. Use of Personal Information; Updated Information. Network Solutions and Dotster and/or RazoRSharp Networks will collect certain personal information (including, without limitation, contact information such as name, address, email address and telephone number) (“Personal Information”) from Customer during the registration process. Customer agrees and acknowledges that Network Solutions and Dotster will share Personal Information that Customer provide (or that is gathered about Customer during the registration process, including, for example, Customer’s primary domain name server and the like), or that Network Solutions and Dotster or RazoRSharp Networks otherwise maintains, with one another, with the Internet Corporation for Assigned Names and Numbers (“ICANN”), with registry administrator(s), and with other third parties as ICANN and applicable laws and/or policy may require or permit. Customer further agrees and acknowledges that Network Solutions and Dotster and/or RazoRSharp Networks shall be permitted (and in some cases may be required) to make publicly available, or directly available to third party vendors, some, or all, of the Personal Information or domain name registration information Customer provides, for purposes of inspection (such as through our WHOIS service) or for targeted marketing and other purposes as required or permitted by ICANN and applicable laws. Customer may access Customer’s Personal Information and/or domain name registration information in Network Solutions’ and Dotster’s or RazoRSharp Networks’ possession to review, modify or update such information, through a RazoRSharp Networks information maintenance interface (“RazoRSharp Networks Interface”) that is accessible on the RazoRSharp Networks Website. We will not process data about any identified or identifiable natural person that we obtain from Customer in a way incompatible with the purposes and other limitations which we describe in this Agreement. Network Solutions and Dotster will take reasonable precautions to protect the information it obtains from Customer from loss, misuse, unauthorized access or disclosure, alteration or destruction. Customer hereby irrevocably waives any and all claims and causes of action Customer may have arising from such disclosure or use of Customer’s Personal Information and/or domain name registration information by Network Solutions and Dotster or RazoRSharp Networks.
F. ICANN Guidelines. Additionally, Customer acknowledges that ICANN may establish guidelines, limits and/or requirements that relate to the amount and type of information that Network Solutions and Dotster or RazoRSharp Networks may or must make available to the public or to private entities, and the manner in which such information is made available. Customer hereby consents to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by Customer in connection with the registration of a domain name (including any updates to such information), whether during or after the term of Customer’s registration of the domain name.
G. Third Party Data. In the event that, in registering the domain name, Customer is providing information about a third party, Customer hereby represents that Customer has (1) provided notice to that third party of the disclosure and use of the party’s information as set forth in this Agreement, and (2) that Customer has obtained that third party’s express consent to the disclosure and use of that party’s information as set forth in this Agreement.
H. Accuracy of Data. Customer acknowledges that willfully providing inaccurate information or willfully failing to update information promptly will constitute a material breach of this Agreement and will be sufficient basis for cancellation of Customer’s domain name registration. (In addition, under certain federal laws, such provision of inaccurate or false information is one factor in determining whether Customer may have violated the trademark rights of another party in registering a domain name confusingly similar to such party’s trademark.) Customer further agrees that Customer’s failure to respond for over fifteen (15) calendar days to inquiries by Network Solutions and Dotster and/or RazoRSharp Networks concerning the accuracy of contact details associated with Customer’s registration shall constitute a material breach of this Agreement and will be sufficient basis for cancellation of Customer’s domain name registration.
I. If Customer Has Registered a Domain Name Through RazoRSharp Networks Before January 10, 2000. If Customer has registered a .com, .net, or .org domain name through RazoRSharp Networks prior to January 10, 2000, and Customer asked us to register the domain name for Customer, such domain names are subject to the agreement Customer entered into with Network Solutions, (“NSI”), who was then RazoRSharp Networks’ exclusive provider of domain name registration services. By applying for the domain name and through the use or continued use of the domain name, the applicant agrees to be bound by the terms of NSI’s domain name policy (the “NSI Policy”) which is available at:
J. Country Code Domain Names: .TO and .CC Domains. If Customer has in the past or wishes now to register a domain name for the Cocos Islands (.CC) or Tonga (.TO), Customer’s registration and use of these respective domains is governed by Customer’s agreement with the national registry in each country. By applying for the domain name and through the use or continued use of the domain name, Customer agrees to be bound by the terms of the relevant national DNS registration authority for the countries of Cocos Islands (.CC) and Tonga (.TO), respectively. Registration does not guarantee the ability to use, or that a third party will not object to the use of, a domain name. Additional information about .CC and .TO domains may be found at http://www.nic.cc/policies.html and http://www.tonic.to/faq.htm. For .CC or .TO domains, Customer will be charged an additional $100 by RazoRSharp Networks for the first two years’ national registration fees, at $50 per year. The national DNS registration authorities for the countries of Cocos Islands (.CC) and Tonga (.TO) require payment of these fees at the time of registration. RazoRSharp Networks is authorized by the national registration authorities of Cocos Islands and Tonga to collect these fees on their behalf.
K. Third-Party Proprietary Rights: RazoRSharp Networks makes no representations concerning and does not guarantee that Customer’s domain name does not infringe upon any trademarks, trade names, service marks or other proprietary rights owned by a third party. Customer agrees to be bound by the terms of the Domain Name Registration Agreement, Domain Name Dispute Policy which is posted at http://www.icann.org/udrp, and related agreements that Customer will be asked to review and indicate Customer’s acceptance of during the domain name registration process.
L. Welcome Page. Customer consents to RazoRSharp Networks’ activation (“parking”) of the registered domain name on a “Welcome Page” containing a notice, “Welcome to my Future Website” or something to that extent. Such “Welcome Page” indicates that RazoRSharp Networks registered the domain name, and links to RazoRSharp Networks Websites. This “Welcome Page” may be replaced by the Customer when the Customer contracts for Web hosting and posts Customer’s own content.
CHANGES IN TERMS OF AGREEMENT RazoRSharp Networks reserves the right to make changes to the terms and conditions of this Agreement upon thirty (30) days notice to the Customer, advising of the change and the effective date thereof, but with changes in service fees being effective only at the end of any period for which the Customer has prepaid. Utilization of the service by the Customer following the effective date of such change shall constitute acceptance by the Customer of such change(s).
GOVERNING LAW The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California.
ENFORCEMENT OF AGREEMENT In the event it is necessary for RazoRSharp Networks to enforce its rights under this agreement, Customer agrees to pay all fees incurred by RazoRSharp Networks (including, but not limited to, attorney’s fees and collection agency fees)
AMENDMENT OR WAIVER
Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of Customer and an officer of RazoRSharp Networks. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.
ASSIGNMENT AND SEVERABILITY
This Agreement shall be binding upon and inure to the benefit of Customer, RazoRSharp Networks and our respective successors, and assigns. Customer may not assign this Agreement without the prior written consent of RazoRSharp Networks, which consent will not be unreasonably withheld or delayed. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.
All notices to Customer hereunder shall be given at the Billing Address provided on the signature page hereto. All notices to RazoRSharp Networks hereunder shall be given to:
1370 Trancas Street
Napa, CA 94558
Any notice hereunder shall be in writing and shall be given by registered, certified or Express mail, or reliable overnight courier addressed to the addresses in this Agreement, or by facsimile. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid.
This Agreement, and any other document or agreements specifically identified in this Agreement, supercedes all previous representations, understandings or agreements. This Agreement, and any other document or agreements specifically identified in this Agreement constitutes in whole the entire agreement between RazoRSharp Networks and Customer. Any services or products, expressed or implied, that are not specifically included and outlined in this Agreement or the accompanying Service Order Form do not fall under the breadth of this Agreement and are in no way the responsibility of RazoRSharp Networks. Any additions, subtractions, or modifications to this Agreement, in part or in full, must be agreed upon by both RazoRSharp Networks and Customer with accompanying signatures to this effect on the appropriate document referenced by the Agreement. By initialing each page, Customer agrees that it has reviewed and approved all material contained within the corresponding page.
The rights and obligations of the parties in this Agreement that would by their nature or context be intended to survive the expiration or termination of this Agreement shall so survive.
ACCEPTANCE OF SERVICES
ACCEPTANCE OF THIS AGREEMENT BY RazoRSharp Networks MAY BE SUBJECT, IN RazoRSharp Networks’ ABSOLUTE DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK AND CONTINUED CREDIT WORTHINESS OF CUSTOMER. ACTIVATION OF SERVICE SHALL INDICATE RazoRSharp Networks’ ACCEPTANCE OF THIS AGREEMENT. USE OF THE RazoRSharp Networks NETWORK CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT. CUSTOMER FURTHER REPRESENTS AND WARRANTS THAT CUSTOMER IS AT LEAST 18 YEARS OF AGE.