CUSTOMER LICENSE AGREEMENT
This is a legal agreement ("Agreement") between You, Your Company, Your Employer and/or Your Client (collectively "You", "Your", "Yours" or "Customer") and Safenames Ltd., and its wholly owned subsidiary SNNS Ltd. ("SNNS"). Network Solutions, LLC ("Network Solutions") is an express third party beneficiary of this Agreement. This Agreement applies in addition to the terms and conditions contained in the Network Solutions Service Agreement ("Service Agreement") to the registration of .EU domain names for the use and benefit of Network Solutions Customers ("Registration Service").
This Agreement outlines the terms and conditions for the license agreement ("License Agreement") between SNNS and Network Solutions Customer for the use, benefit and enjoyment of the .EU domain name that a Network Solutions Customer registers through the Registration Service (“Registered Domain”). SNNS and Network Solutions LLC, a third party beneficiary to this agreement, reserve the right to change any of the terms of this Agreement at any time, and through your continued use of the Registration Service You agree to be bound by such changes.
A. Paid License
SNNS grants You a non-exclusive and non-transferable license for: (i) the sole use of the Registered Domain provided that such use at all times fully conforms with this Agreement and the Service Agreement and (ii) all use, benefits and enjoyment of the Registered Domain Name provided that such use complies with the terms of this Agreement and the Service Agreement. All rights not granted to You are expressly reserved by SNNS in its sole discretion.
B. Rights and Obligations Under License
You agree that at all times SNNS will be the Registrant of each Registered Domain through the Registration Service that You purchase. You agree and acknowledge that all information listed for the .EU WHOIS regarding the Registered Domain will be that of the actual Registrant, SNNS, with the exception of the contact e-mail address. You agree that You will supply the contact e-mail address to be listed in the .EU WHOIS for the Registered Domain. At all times You shall keep this e-mail address current and actively monitor the e-mail address for e-mail communications from Network Solutions, SNNS, the .EU registry, or other third parties. Failure to keep the e-mail address current and to adequately monitor e-mail communications could be grounds for immediate termination of this Agreement and suspension or revocation of Your Registration Service.
C. Personal Information.
You agree You will provide accurate and current information as to, Your name, email address, postal address, and phone and fax numbers for each Registered Domain for which SNNS becomes the Registrant. You agree to: (i) notify Network Solutions within five (5) business days regarding any changes to your personal information; (ii) respond within five (5) business days to any inquiries made by SNNS or Network Solutions to determine the validity of personal information provided by You or other types of similar inquiries; (iii) respond to e-mail messages posted to Your e-mail account regarding correspondence SNNS or Network Solutions has received that is either addressed to or involves Your Registered Domain. It is Your responsibility to keep Your personal information current and accurate at all times with Network Solutions and SNNS.
A. Termination of License Agreement
This License Agreement is effective until it is terminated. This License Agreement will terminate automatically, without notice from SNNS or Network Solutions, if you fail to comply with any provision of this License Agreement or for Your failure to pay for the Registration Services. SNNS or Network Solutions may jointly or individually suspend or terminate this License Agreement, without notice, if SNNS or Network Solutions believes that Customer has violated this Agreement or the Service Agreement or in order for SNNS or Network Solutions to comply with a government regulation, law, statute or court order.
B. Termination for Unlawful Activity
SNNS or Network Solutions may terminate this Agreement at any time for any activity related to the Registered Domain that may violate any federal, state, local, European Community, European Community Member State regulation or law or any court order. SNNS or Network Solutions have the right to revoke the license under this Agreement at any time for any reason.
A. SNNS Warranty
SNNS represents and warrants that it has the right to enter into this Agreement and to grant the rights hereunder.
B. Warranty Disclaimer
EXCEPT AS PROVIDED ABOVE, THE REGISTRATION SERVICE AND REGISTERED DOMAIN(S), AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
C. Network Solutions Customer Warranties
You represent, warrant and covenant that:
4. LIMITATION OF REMEDIES
A. Replacement or Refund:
SNNS's entire liability and Your exclusive remedy, with respect to any claims arising out of this Agreement shall be at SNNS's discretion, either (i) the deletion of the Registered Domain or (ii) the refund of the fees paid for one year's Registration Services. You agree that Network Solution shall have no liability to You for Your use of a Registered Domain(s) through the Registration Service.
B. No Money Damages:
Under no circumstances whatsoever will SNNS or Network Solutions be liable to You for any money damages including, without limitation, any lost profits, lost revenue, lost savings, or other incidental or consequential damages arising out of: (i) the use or inability to use the Registered Domain(s); (ii) the revocation, suspension or termination of Your Registration Service or Registered Domain; (iii) your use or inability to use the Registration Service; or (iv) for any claim by any other party, even if SNNS or Network Solutions has been advised of the possibility of such damages. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived.
You agree to indemnify and hold SNNS and Network Solutions, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with SNNS and Network Solutions, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against SNNS or Network Solutions arising out of your use of the Registration Service or Registered Domain(s) or in connection with any breach of any of the terms of this Agreement or the Service Agreement.
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.
B. Taxes and other:
You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Registered Domain(s), pursuant to this Agreement.
No action of SNNS or Network Solutions, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of SNNS or Network Solutions is authorized to make an oral waiver. In the event that SNNS waives a specific part of the Agreement, it does not mean that SNNS waives any other part.
D. Correspondence Forwarding:
You agree that SNNS name, postal address and phone number will be listed in the .EU WHOIS directory for the Registered Domain. You agree that SNNS and Network Solutions will review and forward, upon your request, communications addressed to Your Registered Domain that are received via certified, registered or traceable courier mail (such as UPS, Federal Express, or DHL). SNNS or Network Solutions shall return to its sender all mail that is marked "First Class Mail." You acknowledge and agree that SNNS or Network Solutions will not forward to You first class postal mail (other than legal notices), "junk" mail, bulk mail, or other unsolicited communications (whether delivered through fax, postal mail or telephone), and You further authorize SNNS or Network Solutions to either discard all such communications or return all such communications to sender unopened. You hereby waive any and all claims arising from Your failure to receive communications directed to Your Registered Domain but not forwarded to You by SNNS or Network Solutions. In instances when SNNS or Network Solutions receives certified or traceable courier mail or legal notices addressed to Your Registered Domain, SNNS or Network Solutions will post an email message to Your e-mail account that is listed as the contact for the Registered Domain notifying you of receipt of mail. The e-mail message will identify the sender of the correspondence that has been received by SNNS or Network Solutions, the date such correspondence was received, and a brief description of its contents. You will have five (5) days to request to have the correspondence forwarded via e-mail in a PDF form, overnight courier or facsimile to you. You will be informed of the charge for any shipping options and the credit card You provide will be billed only after You have affirmatively selected a shipping option. You must select a shipping option and the credit card transaction must be successful prior to us forwarding the correspondence to You. You agree that if you do not respond within five (5) days of receipt of the e-mail from SNNS or Network Solutions that the mail may be destroyed by SNNS. You hereby waive any and all claims arising from your failure to respond within five (5) days of receipt of the e-mail from SNNS or Network Solutions or instructing SNNS or Network Solutions not to forward the mail that has been received.
In consideration for (i) handling and forwarding certified, registered and traceable courier mail and certain first class correspondence, and (ii) responding to and dealing with complaining third parties, You agree to pay Network Solutions at the time such services are provided in order to cover Network Solutions labor and costs associated with these services. Network Solutions may change its forwarding fees at any time. Unless otherwise stated, all fees are posted (and payable by You) in U.S. Dollars. You are responsible for paying all fees and taxes associated with using Network Solutions' forwarding services. Payment shall be made by You providing a valid credit card for charge by Network Solutions, and is non-refundable. If for any reason Network Solutions is unable to charge Your credit card with the full amount of the forwarding service provided, or if Network Solutions is charged back for any fee it previously charged to the credit card You provided, You agree that Network Solutions may, without notice to You, pursue all available remedies in order to obtain payment, including but not limited to, sale of the Registered Domain to a third party, and immediate cancellation of Your account and all services Network Solutions provides to You. Network Solutions reserves the right to charge a reasonable service fee to cover the costs of administrative tasks outside the scope of its regular forwarding services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. You agree that Network Solutions will bill these charges to the credit card You have on file with Network Solutions. Administrative fees, once charged, will be non-refundable. It is Your responsibility to keep Your credit card information current and accurate, including the expiration date. Failure to keep such information updated could result in termination of Your Registration Services.
E. Registered Domain and Registration Service Disclaimer
YOU AGREE AND UNDERSTAND THAT YOUR REGISTRATION SERVICE AND REGISTERED DOMAIN MAY BE REVOKED, SUSPENDED, CANCELLED OR TERMINATED AT ANY TIME BY NETWORK SOLUTIONS OR THE .EU REGISTRY. YOU AGREE THAT YOU ACCEPT AND UNDERSTAND ALL RISKS ASSOCIATED WITH THE REGISTRATION SERVICE AND REGISTERED DOMAIN THAT YOU PURCHASE AND THE RISKS THAT THE REGISTERED DOMAIN MAY BE REVOKED, SUSPENDED, CANCELLED OR TERMINATED AT ANY TIME. YOU EXPRESSLY AGREE THAT NETWORK SOLUTIONS OR SNNS SHALL HAVE NO LIABILITY OF ANY KIND TO YOU OR ANY THIRD PARTIES IF YOUR REGISTRATION SERVICE OR REGISTERED DOMAIN IS REVOKED, SUSPENDED, CANCELLED OR TERMINATED.
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Virginia , United States . Any claims shall be brought solely in the Federal District Court of the Eastern District of Virginia and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Virginia , United States . You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery. If for any reason a court or tribunal in the European Community or one of its Member States does not elect to apply the law of Virginia to this Agreement, You agree that the Agreement shall be governed by and construed in accordance with the laws of the United Kingdom and You expressly consent to the jurisdiction of the courts of the United Kingdom.
8. LEGAL FEES
You agree to reimburse SNNS or Network Solutions for its legal fees, costs and disbursements for any litigation that arises out of this Agreement.
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent from SNNS and Network Solutions. SNNS and Network Solutions, as a third party beneficiary, may assign or transfer this Agreement freely.
10. ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SNNS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SNNS RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN SNNS' OR NEWTORK SOLUTIONS' WEBSITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.
This is Service Agreement Version Number 1