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This RCOM Shield License Agreement (as it may be amended by us from time to time, "Agreement") between you ("you", "your" or "Customer"), and Register.com, Inc. ("Register.com") amends, and is incorporated by reference into, the terms and conditions of the Reseller Agreement. Unless otherwise specified herein, all capitalized terms shall have the same meaning as in the Reseller Agreement. In the event of a conflict between the terms of this Agreement and the Reseller Agreement, the terms of this Agreement shall govern. All capitalized terms used herein and not otherwise defined in this Paragraph or elsewhere in this Agreement are defined in Section 1, Definitions. Register.com's subcontractor with respect to these Services ("Subcontractor"), is an intended third party beneficiary of this Agreement and thus shall be entitled to enforce any obligations against you as if a party to this Agreement.
- DEFINITIONS
- 1.1. "Customer's Web Site(s)" mean the Web sites on which Customer will offer RCOM Shield for sale.
- 1.2. "Licensed Software" means software and APIs provided by Register.com for the RCOM Shield Order Process.
- 1.3. "RCOM Shield End Users" mean persons who purchase RCOM Shield from Customer per this Agreement.
- 1.4. "RCOM Shield" or the "Service" means the set of services and functionality which provide for the non-publication and masking of whois data provided by a domain name registrant as described in the terms and conditions of the RCOM Shield End User Agreement.
- 1.5. "RCOM Shield End User Agreement" means the terms and conditions of the RCOM Shield service located at: http://www.rcomexpress.com/terms/rx_shieldenduser.asp
- 1.6. "RCOM Shield Order Process" means the process of provisioning RCOM Shield service, either via the APIs supplied by Register.com, the website located at www.rcomexpress.com, or, if Customer receives services pursuant to the RX Agreement, via a Custom Site, to enable the sale of RCOM Shield to RCOM Shield End Users.
- 1.7. "Referred Users" means prospective users of the RCOM Shield Service referred by Customer per this Agreement.
- 1.8. "Reseller Agreement" means the agreement entered into between Customer and Register.com to resell domain name registration services and related services to Customer's end users.
- SCOPE OF SERVICES
- 2.1. Services Provided by Register.com. Register.com shall distribute RCOM Shield, for the fees set forth in Schedule A, to Customer for distribution or sale to RCOM Shield End Users.
- 2.2. Sublicense. Register.com grants to Customer a non-exclusive, non-transferable, non-sublicensable license to market and sell RCOM Shield to direct end users of Customer's services according to the terms of this Agreement. In marketing and reselling the RCOM Shield service, Customer (a) will not make any representations to RCOM Shield End Users concerning RCOM Shield that are inconsistent with this Agreement or the terms or conditions of the RCOM Shield End User Agreement; and (b) will comply with all applicable laws and regulations.
- 2.3. Limitations on Use. Customer will not (a) make RCOM Shield available to any third party who is not an RCOM Shield End User or prospective RCOM Shield End User, (b) use or duplicate the RCOM Shield Services except as permitted by this Agreement; or (c) cause or permit the reverse engineering, disassembly, or decompilation of RCOM Shield.
- 2.4. Application Programming Interface ("API") Integration and Subscriber Agreement. Customer shall be able to sell, renew, and manage the RCOM Shield service through the RCOM Shield Order Process. Prior to receiving RCOM Shield Services, RCOM Shield End Users must agree to be bound by the RCOM Shield End User Agreement. Register.com shall not provide RCOM Shield services to any RCOM Shield End User who has not agreed to the RCOM Shield End User Agreement.
- 2.5. Referred User Support. Customer shall be responsible for all initial customer support of RCOM Shield End Users with respect to the RCOM Shield service, unless otherwise specified in Customer's Reseller Agreement. Customer shall provide support to RCOM Shield End Users during the Term through email and telephone during normal business hours, to handle inquiries from RCOM Shield End Users regarding the RCOM Shield Services. In addition, all support must be provided within twenty-four hours of a Referred User's request. Customer shall attempt to resolve all Referred User problems before contacting Register.com with requests for assistance and only senior managers of Customer may contact Register.com with requests for assistance. Register.com shall have the right to terminate this Agreement if Customer fails to provide adequate Referred User support, as determined by Register.com in its reasonable discretion.
Customer Support. Subject to Section 2.5, and unless otherwise specified in your Reseller Agreement, Register.com shall provide reasonable support to Customer and RCOM Shield End Users during the Term during normal business hours (8am to 5pm ET within the United States Monday through Friday) to handle inquiries from Customer regarding the RCOM Shield Services.
- 2.6. Organization. The Service shall display the name of Whois Privacy Protect, Inc. and the contact information provided by Register.com, as set forth in this Section 2.6, in place of the Domain Name holder's contact information in the "Whois" directory.
- 2.6.1. Mailing Address. Register.com shall provide Customer with a mailing address to be used for the RCOM Shield service. Such mailing address shall be displayed in place of the Domain Name holder's mailing address in the "Whois" service. Register.com shall process such mail in accordance with the terms and conditions of the RCOM End User Agreement.
- 2.6.2. Phone. Register.com shall provide Customer with a phone number where voice messages will be stored for processing by the Service in accordance with the terms and conditions of the RCOM End User Agreement. Such phone number shall be displayed in place of the Domain Name holder's phone number in the "Whois" service.
- 2.6.3. Fax. Register.com shall provide Customer with a fax number where inbound facsimiles will be processed by the Service in accordance with the terms and conditions of the RCOM End User Agreement. Such fax number shall be displayed in place of the Domain Name holder's fax number in the "Whois" service.
- 2.6.4. Email address. Register.com shall create an email address for each Domain Name Holder's domain, in the form of [uniquegeneratedstring]@whoisprivacyprotect.com where [uniquegeneratedstring] is generated from time to time by the Service. Such email address shall be displayed in the "Whois" service in place of the Domain Name holder's email address in the "Whois" service. Thereafter, when messages are sent to such email address, Register.com shall forward such email messages to the email address provided by the Domain Name holder.
- 2.6.5. Response to inbound request. Register.com shall respond to inbound requests generated by the use of the RCOM Shield service as outlined in the terms of the RCOM Shield End User Agreement.
- FEES AND PAYMENTS
- 3.1. Monthly Fees. Customer shall pay Register.com the fees set forth in Schedule A. All other payments shall be made in accordance with the Reseller Agreement.
- TERM AND TERMINATION
- 4.1. Term. The term of this Agreement shall be coextensive with the Term provided in the Reseller Agreement.
- 4.2. Termination. If at any time the Services are deemed to conflict with ICANN Policy, or if at any time any third party brings a suit alleging that the Services are illegal under the law of a controlling jurisdiction, then this Agreement may be terminated by Register.com in its sole discretion.
- ADDITIONAL REPRESENTATIONS AND WARRANTIES
Except as expressly authorized by this Agreement, Customer shall not make any representations or warranties regarding the RCOM Shield service.
- INDEMNITY
- 6.1. Indemnification. Register.com shall not indemnify Customer against claims that it is illegal to provide the Service, unless Register.com chooses to defend against any such claims.
- 6.2. If the Service is held or believed by Register.com to be illegal or to infringe on the intellectual property rights of any party, Register.com shall have the option, at its expense, to (a) modify the Service to be legal and non-infringing, provided that such modifications are reasonably feasible for Register.com to implement; or (b) obtain for Customer a license to continue using the Service at Register.com's expense. If it is not commercially reasonable to perform either of the above options, then Register.com may refund all amounts paid by Customer hereunder and terminate this Agreement, subject to the overall limitation on Register.com's liability found in the Reseller Agreement, which shall constitute Register.com's sole and exclusive remedy under this Section 6.2.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED.
SCHEDULE A
Services and Pricing
$8.00 per unit per year
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