|
|
|
|
- SCOPE OF SERVICES
- FEES AND PAYMENTS
- PREFERRED PROVIDER; USER INFORMATION
- MASTER SERVICES AGREEMENT
- CUSTOMER'S FEE SCHEDULE
- SCOPE OF SERVICES
- Creation and Maintenance of the Custom Site
Register.com shall host and maintain a domain name registration site comprised of templates that may be customized by Customer using the RCOM Express software (the "Licensed Software"; such site the "Custom Site"). The Custom Site will enable Register.com's domain registration and registrar services to be made available to Customer's end users (the "Customer End Users" who, once they avail themselves of Register.com's services on the Custom Site, shall be "Referred Users"). Customer hereby grants to Register.com and Register.com accepts a limited, non-exclusive, revocable, non-transferable right during the Term (as defined in the Master Services Agreement) to use, display, transmit, distribute and reproduce the Customer graphical logo and trademark(s) (collectively, the "Customer Marks") on the Custom Site for the purpose of promoting the Custom Site. Customer shall have the ability to place such Customer Marks on the Custom Site.
- Integration
Customer shall supply a domain name (the "Domain Name") which will become the URL of the Custom Site. Customer shall link the Customer's Web Site to the Custom Site through text link(s), button(s) and banner(s) (collectively, the "Service Access Options"). The parties shall cooperate, each at its own expense, in selecting the appropriate Service Access Options for Customer's Web Site(s), and the placement thereof, to enable Customer to make the Custom Site and the Services (as hereinafter defined) available to the Customer End Users. Customer shall make the Service Access Options available and operative on Customer's Web Site(s) within ten (10) business days following notification from Register.com of the availability of the Custom Site.
- Services Provided by Register.com
Register.com shall make domain name registration services, hosted DNS services, URL Forwarding Services, Website Builder Services, Email Services, Digital Certificate Services, RCOM Shield Services, Hosted Exchange Services and Search Engine Optimization Services, and other services, as further described below (collectively, the "Services"), available to Customer for resale to Customer End Users through the Custom Site. Prior to receiving any of the Services, Customer End Users must agree to be bound by the terms and conditions of Register.com's standard End User Agreement, as such End User Agreement may be updated
- URL Forwarding Services
URL Forwarding provides Referred Users with the capability to forward visitors to a domain name residing on Register.com's DNS servers to a Web site designated by Referred Users (a "forward to address"). Customer may manage URL Forwarding using the Licensed Software, account management tool or Custom Site.
- Website Builder Services
Website Builder provides Referred Users with the ability to create and post Web sites ("User Web Sites").
- Electronic Mail Services
Register.com's electronic mail service provides Referred Users with the capability to send and receive electronic mail. Customer may manage the electronic mail services from the Licensed Software, account management tool or the Custom Site.
- Digital Certificates Services
Registrar may offer certain digital security services, including, without limitation, QuickSSLTM, QuickSSL PremiumTM, TrueBusinessID®, and TrueBusinessID® Wildcard (collectively, "Certificate Services"). Customer agrees that if Customer chooses to resell Register.com's digital certificate services, Customer will bound by the terms and conditions of Register.com's Digital Certificates Reseller Agreement, located at http://www.rcomexpress.com/help/rx_certsagreement.asp, as modified by Register.com from time to time, and which is incorporated herein and made part of this Agreement by reference.
- RCOM Shield Services
Registrar may offer a domain masking service, called RCOM Shield. RCOM Shield allows Referred Users to protect the confidentiality of their personal contact information by registering their domain names in the name of a third party company, Whois, Privacy Protection, Inc., whose contact information will be displayed in the public "Whois" record instead of theirs. Customer agrees that if Customer chooses to resell Register.com's domain masking service, Customer will be bound by the terms and conditions of the RCOM Shield Services Agreement, to be posted on the website located at www.rcomexpress.com, as modified by Register.com from time to time, and which is incorporated herein and made part of this Agreement by reference.
- Hosted Exchange Services
Register.com may offer a Hosted Exchange service that provides Referred Users with a Microsoft Hosted Exchange. Customer shall ensure that Referred Users execute the Hosted Exchange Terms of Use provide by Register.com as a condition to providing such Referred User with the Hosted Exchange service. Customer will bound by the terms and conditions of Register.com's Hosted Exchange Reseller Agreement, located at http://rconnection.com/terms/rx_hostedexchangereseller.asp, as modified by Register.com from time to time, and which is incorporated herein and made part of this Agreement by reference.
- Search Engine Optimization (SEO) Services
Register.com may offer certain SEO services that provide Referred Users with a service that optimizes a website for the purpose of improving the search engine positioning of that website. Customer agrees that if Customer chooses to resell Register.com’s SEO services, Customer will be bound by the SEO Reseller Terms of Use, located at http://rconnection.com/redirect/seoservicesresaleagreement.pdf, as may be modified by Register.com from time to time, and which is incorporated herein and made part of this Agreement by reference.
- Referred User Support
Customer shall be responsible for any actions it takes on behalf of users, including through its use of Domain Manager, any renewal or deletion of a Service (or a request to Register.com to renew or delete a Service), and for all initial customer support of Referred Users with respect to the Services. Customer must provide support to Referred Users through email and telephone on a 24x7 basis, 365 days per year. In addition, all support must be provided within twelve hours of a Referred User's request and an escalation path must be established for problems that cannot be solved through standard procedures and/or channels. 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 and Referred User Support
Register.com shall provide reasonable support to Customer during the Term, from 8am to 5pm ET within the United States Monday through Friday, excluding holidays ("Normal Business Hours"), to handle inquiries from Customer regarding the Custom Site and the Services. In addition, Register.com will provide customer support via email to Referred Users during Normal Business Hours; however, Customer shall not make any representations regarding the support to be provided by Register.com to Referred Users without Register.com's prior written consent.
- Customer Responsibilities.
- Services Agreement
As part of the Service order process, Customer End User must execute Register.com's Services Agreement by checking the "I accept" box; Register.com shall not provide Services to any Customer End User who has not executed the Services Agreement. Customer agrees to enforce the applicable provisions of Register.com's Services Agreement, located at http://www.rcomexpress.com/help/rx_agreement.asp. In the event that Customer itself orders any Service on behalf of its Customer End Users, Customer agrees that it shall cause such Customer End Users to be bound by Register.com's Services Agreement or shall itself execute such Services Agreement as agent for its Customer End Users as disclosed principals. Customer shall be fully responsible and liable for any actions it takes on behalf of or as agent for Customer End Users, including without limitation through Customer's use of Domain Manager (as defined herein). In the event that Customer orders any service on its own behalf, it shall execute and be bound by Register.com’s Services Agreement.
- Domain Manager
Customer shall have access to the RCOM Express Domain Manager ("Domain Manager") via the Custom Site and shall provide access only to those employees of Customer that are authorized by Customer ("Authorized Users"). Only Authorized Users shall have access to Domain Manager. Without limiting the foregoing, Customer shall be responsible for all access to Domain Manager by Customer's employees, agents, representatives, or any other parties, other than Register.com, who are given access by Customer to Domain Manager and Customer shall be responsible for any actions taken by any of the foregoing. Through Domain Manager, Customer will have the ability to manage settings, including but not limited to renewal and email settings and shall have the ability to view domains under management and run reports. Customer shall be solely responsible for any actions it takes on behalf of Referred Users, including through its use of Domain Manager.
- Registrations and Renewals
As between Register.com and Customer, Customer shall be solely responsible for any registration, renewal or deletion of a Service for a Referred User. For the registration and renewal of domain name registrations, Customer may select only one of the following settings by selecting such setting in Domain Manager:
- Customer shall be responsible for any registration or renewal notices and processes, including collecting fees from the Referred User and making payments to Register.com (Register.com will not be performing the billing functions) ("Option 1"); or
- Customer shall be responsible for any registration notices and processes, but Register.com shall send Referred Users a renewal reminder at least fifteen (15) days in advance of the renewal date of the Service ("Renewal Notice") that would direct such users to Customer's billing interface or Customer's customer support for renewal in which case Customer will collect the fees and make payments to Register.com (Register.com will not be performing the billing functions) ("Option 2"); or
- Register.com will facilitate the registration and renewal processes, including billing the Referred User's credit card and emailing a Renewal Notice to the Referred Users, subject to payment of the fees set forth in Section 2.A of this Agreement (the "Commission Option").
If Customer selects Option 2 or the Commission Option above, Customer acknowledges and agrees that Register.com has no responsibility if the email address provided by the Referred User is inaccurate, or if the Referred User fails to receive a renewal notice. If Customer selects Option 1 or 2 above, Customer acknowledges that Customer is responsible for all billing functions associated with renewals and payments to Register.com in accordance with Section 2.D below. Customer further agrees that if Customer (i) fails to replenish its Deposit Amount (as defined herein) so that the balance is zero for a period of seventy-two (72) hours, (ii) becomes insolvent, or (iii) fails to provide adequate End User Support so that the End User relies on Register.com for support, Register.com shall have the option either to change Customer's setting to the Commission Option, or to terminate this Agreement, and shall not have the obligation to pay any Commissions to Customer (as defined in Section 2.A of this Agreement) for doing so.
- Promotion
Customer agrees to include above the fold on such pages of Customer's Web Site, as mutually agreed by the parties, a link or direct link to the Custom Site. In addition, if the parties mutually agree, they shall undertake a joint marketing campaign to promote the Services.
- FEES AND PAYMENTS
- Commissions and Handling/Processing Fees
If Customer elects to have Register.com process referred User payments under the Commission Option, Register.com will pay Customer a commission for the registration and/or renewal of each Service for the amount collected by Register.com, less the service fee, as set forth on Customer's Fee Schedule, and the Handling/Processing Fee (defined below) (the "Commission"). Customer may determine the retail price to charge on for the Services at its sole discretion, but in no event shall such retail price be less than the rates set forth in Section 6 and the Handling/Processing Fees. Customer may collect the Commission payments via Domain Manager; provided that, such Commissions payable are at least $25.00 and are for transactions aged ninety (90) days or more. The fee for handling and processing transactions services is 95 cents ($0.95) plus 3% of the total charge for Services ordered by a Referred User during a single purchase session (the "Transaction"; such fee, the "Handling/Processing Fee"). Register.com may change its Handling/Processing Fees and/or credit policies at any time in its sole discretion. Customer is responsible for paying all Handling/Processing Fees, applicable taxes and all amounts and costs related to charge-backs, including the amount of the charge-back itself. Customer's responsibility for all charge-back-related fees and amounts will continue even in instances where the charge-back has been initiated after Customer has received the Commission for Transactions related to the chargeback. In such case the amounts owed by Customer in relation to such chargebacks shall be deducted from any future Commissions.
- User Billing and Collection
Except as set forth in Section 2.A, Customer shall be solely responsible for processing all billing for Referred Users and for all collection relating thereto. Customer shall accept sole liability for any fraud, chargebacks or nonpayment by Referred Users.
- Annual Fee
The annual subscription fee for RCOM Express is one hundred and twenty-five dollars ($125.00) (the "Annual Fee") and shall include the fee for the Domain Name. Customer shall pay the Annual Fee by wire, check, or credit card. The Annual Fee is non-refundable. The Annual Fee will be charged on or about the Effective Date and annually on the anniversary thereof throughout the Term.
- Payments to Register.com
If Customer selects Option 1 or 2, Customer shall pre-pay for all renewal Services by depositing no less than $250.00 US with Register.com (the "Deposit Amount"). Customer acknowledges and agrees that the fees for the renewal Services, as set forth on Customer's Fee Schedule, will be debited from the Deposit Amount on a regular basis. Customer may provide the Deposit Amount by credit card using Domain Manager or by sending a check or wire payment to Register.com. Check payments should be mailed to: Register.com, Inc.; General Post Office; P.O. Box 27335; New York, NY 10087-7335. Customer acknowledges any check or wire payment will require a manual processing period of up to ten (10) days before such funds will be available in the Deposit Amount. Customer acknowledges that orders for Services will not be processed if the fees for the Services exceed the amount of the Deposit Amount. Customer acknowledges it is Customer's obligation to monitor the Deposit Amount and replenish the Deposit Amount accordingly. Within ninety (90) days from the termination of this Agreement, any funds in the Deposit Amount in excess of the amounts owed will be returned to Customer.
- Audit Rights
Customer agrees to make and to maintain until the expiration of three (3) years after the year to which such records pertain, sufficient books, records and accounts relating to all payments to be made pursuant to this Agreement. Register.com will have the right, exercisable not more than twice every twelve (12) months, to appoint an independent certified public accountant, at its own expense, to inspect upon reasonable notice and during normal business hours, Customer's relevant records to verify the accuracy of payments made under the terms of this Agreement. If any such examination discloses a shortfall of more than five percent (5%) in the payments due hereunder, Customer shall reimburse Register.com for the full amount of such shortfall and shall pay the reasonable costs of such audit.
- PREFERRED PROVIDER; USER INFORMATION
- Status
Beginning on the date the Custom Site is made available to the public (the "Launch Date") and for the remainder of the Term, Customer shall not advertise or promote any other domain name registration service more prominently than Register.com's Services on Customer's web site. In addition, Customer agrees to notify Register.com within seven (7) days of applying to become an ICANN-accredited registrar and Register.com reserves the right to terminate this Agreement at any time following the receipt of such notification.
- Transfer
Customer shall use reasonable commercial efforts to recommend to the Customer End Users to transfer any domain names not registered with Register.com to Register.com as the registrar, with Customer as the primary domain name services provider. Transfer of domain name procedures shall be available from the Custom Site. Each domain name transferred to Register.com shall be subject to the same Commission payment to Customer as names originally registered by Register.com on the Custom Site.
- User Information
Register.com and Customer shall each have all rights in the Referred User information needed to provide the Services (collectively, the "Referred User Information") collected by Register.com and Customer during and after the Term (as defined in the Reseller Agreement), subject to WHOIS disclosure and any other obligations or restrictions imposed by ICANN or other Third Party Obligations, including the obligation to license WHOIS information to third parties pursuant to ICANN requirements.
- MASTER SERVICES AGREEMENT
By signing this Agreement, Customer acknowledges it has read, understood, and agrees to be bound by all of the terms of Register.com's Master Services Agreement ("Master Agreement") accessible at http://www.rconnection.com/redirect/masterservicesagreement.pdf, as it may be amended from time to time by Register.com. The Master Agreement is hereby incorporated and made a part of this Agreement by reference for all purposes.
- RESELLER SOLUTIONS
Customer may, at any time, elect to offer the Services using the Third Party Protocol ("TPP") or TPP Direct Reseller Solutions. In the event that Customer elects to offer the Services using either such platform, Customer agrees to be bound by the applicable Reseller Services Agreement: in the case of TPP, the agreement located at http://www.rcomexpress.com/TPPAPIAgreement.asp; and in the case of TPP Direct, the agreement located at http://www.rcomexpress.com/TPPDirectAgreement.asp, as such agreements may be amended from time to time.
- CUSTOMER'S FEE SCHEDULE
Updated 03-27-2008
Previous versions of this document
|
|
|
|
