Namecheap, Inc. Registration Agreement
This Registration Agreement ("Agreement") sets forth the terms and conditions of your use of domain name registration and related services ("Services"). In this Agreement "you" and "your" refer to you or any agent, employee, servant or person authorized to act on your behalf, and the registrant listed in the WHOIS contact information for the domain name. "We", "us" and "our" refer to Namecheap, Inc., as well as its subsidiaries and sister companies (“Namecheap”). This Agreement explains our obligations to you, and explains your obligations to us for various services offered by Namecheap. When you use your account or permit someone else to use it to purchase or otherwise acquire access to additional Namecheap service(s) or products or to cancel your Namecheap service(s) (even if we were not notified of such authorization), this Agreement covers such service or actions.
YOU AGREE TO THIS AGREEMENT AND THE REFERENCED AGREEMENTS: By using the service(s) provided by Namecheap under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement, the accompanying dispute policy and any pertinent rules or policies that are or may be published by Namecheap, the Uniform Dispute Resolution Policy (“UDRP”) described below, and the rules, policies, or agreements published in association with specific of the Service(s) and/or which may be enforced by Internet Corporation of Assigned Names and Numbers (“ICANN”), the registries, and governments.
If you are registering a domain name in the following registries: .AU, .BZ, .CA, .CC, .CH, .CM, .CN, .CO, .DE, .ES, .EU, .FR, .LI, .IN, .IO, .ME, .NU, .PE, .SG, .TV, .UK, .US, .WS, you are also agreeing to the additional terms and requirements promulgated by and pertaining to each such registry, as set out in the Supplemental Agreement and the specific agreements and/or covenants referenced therein and incorporated into this Agreement.
If you are enrolling in the WhoisGuard™ privacy protection services, you also agree to the WhoisGuard™ Service Agreement.
If you are ordering an SSL certificate, you also agree to the SSL Service Agreement.
If you are enrolling in the Namecheap Affiliate Program, you also agree to the Affiliate Program Service Agreement.
CHANGES TO AGREEMENT. This Agreement will change over time in response to changes in the requirements of governments and administrative bodies, legislation and changes in the nature of industry. If, as a result of such a change to this Agreement, you no longer agree with its term, you agree that your exclusive remedy is to transfer your domain name registration services to another registrar or request Namecheap to cancel your domain name registration and/or related Services. Should you elect to cancel the Agreement with Namecheap, you will not receive a refund for any fees you may have paid to Namecheap. If you continue to use the Services following a change in this Agreement and/or the Services, your continued use of the Services indicates your consent to the changes. Any such revision or change will be binding and effective within 30 calendar days of the date on which the revised Agreement or change to the terms of the Service(s) is posted to the website of Namecheap or 15 calendar days after notification of the change in terms is sent to the e-mail address provided by you in association with your domain name registration. You agree to review this Agreement periodically to make yourself aware of any such revisions.
TERM. The term of this Agreement shall continue in full force and effect as long as you have any domain name registered through Namecheap or as long as you are employing any Service(s). You agree that you will not transfer any domain name registered through Namecheap to another domain name registrar during the first sixty (60) calendar days from its initial registration date. You further agree that, due to ICANN's new Add Grace Period policy, effective April 01, 2009, Namecheap is canceling the three (3) day grace period and will no longer offer refunds for any domain deletions on new registrations. All domain registrations are final.
SERVICE(S) PROVIDED AT WILL AND TERMINATION OF SERVICE(S). We may reject your domain name registration application or elect to discontinue providing Service(s) to you for any reason within 30 days of a Service initiation or a Service renewal. Outside of this period, we may terminate or suspend the Service(s) at any time for cause, which, without limitation, includes registration of prohibited domain name(s), abuse of the Services, payment irregularities, material allegations of illegal conduct, or if your use of the Services involves us in a violation of any Internet Service Provider's ("ISP's") acceptable use policies, including the transmission of unsolicited bulk email. You agree that if we terminate or suspend the Services provided to you under this Agreement, that we may then, at our option, make either ourselves or a third party the beneficiary of Services which are substantially similar to those which were previously providing to you and that any reference in this Agreement to termination or suspension of the Services to you includes this option. If we have grounds to terminate or suspend Service(s) with respect to one domain name or in relation to other Service(s) provided through your account, we may terminate or suspend all Service(s) provided through your account, including Service(s) to other domain names maintained by you with us. No fee refund will be made when there is a suspension or termination of Service(s) for cause. At any time and for any reason, we may terminate the Services thirty (30) days after we send notice of termination via mail or email, at our option, to the WHOIS contact information provided in association with your domain name registration. Following notice of termination other than for cause, you must transfer your domain name or risk that we may delete your domain name or suspend or modify Services to it. If we terminate Services for a reason other than cause, we will attempt to refund your fees. You further acknowledge and agree that your registration of a domain name is subject to suspension, cancellation or transfer by any ICANN procedure, by any registrar or registry administrator procedures approved by an ICANN-adopted policy, to correct mistakes by us, another registrar or the registry administrator in administering the domain name or for the resolution of disputes concerning the domain name. You agree that your failure to comply completely with the terms and conditions of this agreement and any Namecheap rule or policy may be considered by Namecheap to be a material breach of this agreement and that Namecheap may provide you with notice of such breach either in writing or electronically (i.e. email). In the event you do not provide Namecheap with material evidence that you have not breached your obligations to Namecheap within ten (10) business days, Namecheap may terminate its relationship with you and take any remedial action available to Namecheap under the applicable laws. Such remedial action may be implemented without notice to you and may include, but is not limited to, canceling the registration of any of your domain names and discontinuing any services provided by Namecheap to you.
DOMAIN NAME REGISTRATION. We are an accredited registrar with the Internet Corporation for Assigned Names and Numbers ("ICANN") for Top Level Domain Names ("TLDs") (such as .com, .net, .org, etc.). ICANN oversees registrations and other aspects of the TLDs. Domain name registrations are not effective until the registry administrator puts them into effect. Domain name registrations are only for limited terms, terms which end on the expiration date. For domain names which are created as a new registration out of the available namespace, the term begins on the date the domain name registration is acknowledged by the applicable registry; for domain names registrations which were not returned to the available namespace, the term begins on the date the previous registrant's domain name registration was acknowledged by the applicable registry. You agree that we are not liable or responsible in any way for any errors, omissions or any other actions by the registry administrator arising out of or related to a request to register, renew, modify the settings for, or transfer of a domain name registration (our limitation of liability is explained further, below). You further agree that domain name registration is a service, that domain name registrations do not exist independently from services provided pursuant to this or a similar registration agreement with a registrar, and that domain name registration services do not create a property interest.
AFTER MARKET DOMAIN NAMES. We offer for sale domain names that are registered to third parties (also known as aftermarket domain names) in a variety of top level domain names ("TLDs") ("After Market Domain Name(s)"). All After Market Domain Name registrations are offered on a first come, first served basis. If you are the first to complete an After Market Domain Name registration application for a particular domain name, including payment of the purchase price we designate, we will initiate a transfer of the relevant After Market Domain Name to your Account. If the After Market Domain Name is at another domain registrar at the time of your purchase, we will transfer your purchased After Market Domain Name to us at no cost to you and will add one year to the existing registration period. Any subsequent renewals of the After Market Domain Name will be charged at the then-current renewal fee. Once you submit your order for an After Market Domain Name, you have entered into a valid, binding and enforceable contract to pay the designated purchase price for the After Market Domain Name. Because we are selling After Market Domain Names initially registered to third parties, we have no control and make no representations regarding the accuracy or legality of domain names advertised, the accuracy or legality of any domain name listing, or the right and the ability of the third party seller to transfer the After Market Domain Name or complete the transaction. We do not control whether or not third party sellers will complete a transaction. We reserve the right to reject or cancel your After Market Domain Name registration for any reason including, but not limited to, any pricing errors. In the event your After Market Domain Name registration is rejected or cancelled by us, for any reason, we will refund in full the amount of the purchase price for the After Market Domain Name as your sole remedy.
Once the After Market Domain Name is transferred into your Account, such After Market Domain Name may not be transferred away from us to another registrar during the first 60 days following the transfer, during which time the After Market Domain Name may be placed on transfer lock. All of your obligations under this Agreement which apply to the registration or renewal of domain name(s) created by you apply to any After Market Domain Name(s) acquired by you, including but not limited to prohibition against any Illegal Uses.
AGREEMENT NOT TO USE “SERVICES” FOR IMPROPER PURPOSE. You agree not to use the Services provided by Namecheap, or to allow or enable others, to use the services provided by Namecheap for the purposes of: 1) the transmission of unsolicited email (Spam); or 2) repetitive, high volume inquires into any of the services provided by Namecheap (i.e. domain name availability, etc.). Further, if you are hosting your domain's domain name servers ("DNS") on Namecheap’s servers, or are using our systems to forward a domain, URL, or otherwise to a system or site hosted elsewhere, or if you have your domain name registered with Namecheap, you are responsible for ensuring that there is no excessive overloading of Namecheap’s DNS systems. You may not use Namecheap’s servers and your domain as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, or other abusive attack. Server hacking or other perpetration of security breaches is prohibited. You agree that Namecheap reserves the right to deactivate your domain name from its DNS system if Namecheap deems it is the recipient of activities caused by your site that threaten the stability of its network.
You agree that Namecheap, in its sole discretion and without liability to you, may refuse to accept the registration of any domain name. Namecheap also may in its sole discretion and without liability to you delete the registration of any domain name during the first five (5) days after registration has taken place.
YOUR OBLIGATIONS TO ENSURE ENTITLEMENT TO USE DOMAIN NAME. Without limitation, the following are not included in the Services: We cannot and do not check to see whether the domain name(s) you select, or the use you make of the domain name(s), or other of the Service(s), infringes legal rights of others. It is your responsibility to know whether or not the domain name(s) you select or use infringes legal rights of others. We might be ordered by a court to cancel, modify, or transfer your domain name; it is your responsibility to list accurate contact information in association with your account and to communicate with litigants, potential litigants, and governmental authorities. It is not our responsibility to forward court orders or other communications to you. We will comply with court orders unless you contact us to contest the order.
THREATENED LEGAL ACTION(S). If we are sued or threatened with a lawsuit, an administrative proceeding or any other legal or administrative proceeding in connection with Service(s) provided to you, we may turn to you to indemnify us and to hold us harmless from the claims and expenses (including attorney's fees and court costs). Under such circumstances, you agree that you will, upon demand, obtain a performance bond with a reputable bonding company or, if you are unable to obtain a performance bond, that you will deposit money with us to pay for our reasonably anticipated expenses in relation to the matter for the coming year. Such deposit will be drawn down as expenses are incurred, with all account notices sent to the WHOIS contact information provided in association with your domain names and/or account. We shall not be obliged to extend you any credit in relation to such expenses and we may terminate the Services for a failure to make or renew such a deposit. We will return any unused deposit upon the later of three (3) months from deposit or the conclusion of the matter.
DISPUTE RESOLUTION POLICY. You agree to the Uniform Domain Name Dispute Resolution Policy ("UDRP"), a copy of which is available at http://www.icann.org/udrp/udrp-rules-24oct99.htm and http://www.icann.org/dndr/udrp/policy.htm. You agree that the UDRP may be changed by ICANN (or ICANN's successor) at any time and that such a change will be binding upon you. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the UDRP in effect at the time your domain name registration is disputed by the third party. You also agree that, in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions of the UDRP. You also understand that it is important for you to regularly monitor email sent to the email address associated with your account and domain names because, among other reasons, if a dispute arises regarding Services provided to you, you may lose your rights to receive the Services if you do not respond expeditiously to an email sent in conjunction therewith.
- FEES AND PAYMENTS. As consideration for the Service(s), renewal of the Service(s), and, if you select it, automatic renewal of the Service(s), you agree to pay, prior to the effectiveness of the desired Service(s), the applicable Service(s) fees. All fees are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled or transferred prior to the end of your then current registration term, unless this Agreement specifically provides for a refund. You may pay for Services by providing a valid credit or debit card, an electronic check (from your personal or business checking account, as appropriate), PayPal, Bitcoin, Dwolla, or any other payment method then accepted by Namecheap (each, a “Payment Method”); provided, however, that we may at our option require that you pay fees through a particular payment means (such as by credit card or by wire transfer) or that you change from one payment provider to another. Namecheap expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online on the Namecheap website and effective immediately without need for further notice to you. If you have purchased the Service(s) for a period of months or years, changes or modifications in prices and fees shall be effective when the Service(s) in question come up for renewal as further described below. For our current fee structure, you may access the schedule of fees available on the Namecheap website: New Registration Fees Renewal Fees Post-Expiration Renewal Fees Redemption Fees In the event of a refund, Namecheap will issue you a refund receipt to confirm its submission of your refund to the Payment Method charged at the time of the original purchase. You acknowledge and agree that the associated payment provider and/or individual issuing bank establish and regulate the time frames for posting your refund. Refund posting time frames may range from five (5) business days to a full billing cycle. If Namecheap is for any reason unable to charge your chosen Payment Method for the full amount owed for the Services provided, or if Namecheap is charged a penalty for any fee previously charged to your Payment Method, you agree that Namecheap may pursue all available lawful remedies in order to obtain payment. You agree that the remedies Namecheap may pursue in order to effect payment shall include, but not be limited to, suspension of Services, cancellation of domain names registered through our Services, and/or suspension of access to any and all accounts you have with us and/or your Primary Service Provider; and that all rights to and interest in and use of any domain name registration(s) services, website hosting, and/or email services, including all data hosted on our systems shall be assumed by us in satisfaction of any indebtedness by you to us. We will reinstate your rights to and control over these Services solely at our discretion, and subject to our receipt of the unpaid fee(s) and our reinstatement fee, currently set at $200 (US Dollars). Charges for the Service(s) will be billed to your chosen Payment Method as charges for “NAMECHEAP.COM.” Namecheap also reserves the right to charge you reasonable “administrative fees” or “processing fees” for (i) tasks Namecheap may perform outside the normal scope of its Services, (ii) additional time and/or costs Namecheap may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Namecheap in its sole and absolute discretion). Typical scenarios include, but are not limited to, customer service issues that require additional personal time or attention, fees incurred by third-party payment providers such as PayPal, Dwolla or Alipay, fees incurred as the result of chargebacks or other payment disputes brought by you, your bank, or a Payment Method processor, and disputes that require accounting or legal services. These administrative fees or processing fees will be billed to the Payment Method you have on file with Namecheap.
11. AUTOMATIC RENEWAL OFFER TERMS. IN ORDER TO HELP ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, WE OFFER AN AUTOMATIC RENEWAL OPTION FOR MOST OF OUR SERVICES. WHEN YOU SELECT THE AUTOMATIC RENEWAL OPTION, WE WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE(S) FOR A RENEWAL PERIOD EQUAL IN TIME TO THE ORIGINAL SERVICE PERIOD. FOR EXAMPLE, IF YOUR ORIGINAL SERVICE PERIOD WAS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL BE FOR ONE YEAR. YOU MUST SELECT THE AUTOMATIC RENEWAL OPTION AT THE TIME OF YOUR ORGINAL PURCHASE, OR SUBSEQUENTLY MODIFY YOUR ACCOUNT SETTINGS TO ACTIVATE THE AUTOMATIC RENEWAL OPTION FOR THE SERVICE(S). ONCE YOU HAVE SELECTED THE AUTOMATIC RENEWAL OPTION, NAMECHEAP WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE ON THE AUTO-RENEWAL DATE IDENTIFIED IN THE “UPCOMING AUTO-RENEWAL NOTIFICATION” EMAIL YOU WILL RECEIVE, AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH NAMECHEAP AT THE THEN-CURRENT RATES STATED IN THE “UPCOMING AUTO-RENEWAL NOTIFICATION” FOR THE SERVICES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. DETAILS ON HOW TO VIEW AND MODIFY THE AUTOMATIC RENEWAL SETTINGS FOR THE SERVICES ASSOCIATED WITH YOUR ACCOUNT MAY BE FOUND WITHIN THE NAMECHEAP KNOWLEDGEBASE AT: TURNING THE AUTO-RENEWAL FEATURE ON/OFF. YOU MAY ENABLE OR DISABLE THE AUTOMATIC RENEWAL OPTION AT ANY TIME. HOWEVER, SHOULD YOU ELECT TO DISABLE THE AUTOMATIC RENEWAL OPTION AND FAIL TO MANUALLY RENEW YOUR SERVICES BEFORE THEY EXPIRE, YOU MAY EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, AND NAMECHEAP SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY SUCH INTERRUPTION OR LOSS OF SERVICES. NAMECHEAP MAY ALSO PARTICIPATE IN “RECURRING BILLING PROGRAMS” OR “ACCOUNT UPDATER SERVICES” SUPPORTED BY YOUR CREDIT CARD PROVIDER (AND ULTIMATELY DEPENDENT ON YOUR BANK’S PARTICIPATION). IF YOU HAVE SELECTED THE AUTOMATIC RENEWAL OPTION AND WE ARE UNABLE TO SUCCESSFULLY CHARGE YOUR EXISTING PAYMENT METHOD, YOUR CREDIT CARD PROVIDER (OR YOUR BANK) MAY NOTIFY US OF UPDATES TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, OR THEY MAY AUTOMATICALLY CHARGE YOUR NEW CREDIT CARD ON OUR BEHALF WITHOUT NOTIFICATION TO US. IN ACCORDANCE WITH RECURRING BILLING PROGRAM REQUIREMENTS, IN THE EVENT THAT WE ARE NOTIFIED OF AN UPDATE TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, NAMECHEAP WILL AUTOMATICALLY UPDATE YOUR PAYMENT PROFILE ON YOUR BEHALF. NAMECHEAP MAKES NO GUARANTEES THAT WE WILL REQUEST OR RECEIVE UPDATED CREDIT CARD INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO MODIFY AND MAINTAIN YOUR ACCOUNT SETTINGS, INCLUDING BUT NOT LIMITED TO (A) SETTING YOUR RENEWAL OPTIONS AND (B) ENSURING YOUR ASSOCIATED PAYMENT METHOD(S) ARE CURRENT AND VALID. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO DO SO, MAY RESULT IN THE INTERRUPTION OR LOSS OF SERVICES, AND NAMECHEAP SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION THEREWITH.
12. EXPIRATION AND RENEWAL OF SERVICE(S) AND NOTIFICATIONS OF EXPIRATION. You acknowledge that it is your responsibility to keep your own records and to maintain your own reminders regarding when your domain name registration or other Services are set to expire. However, ICANN requires, pursuant to its Expired Registration Recovery Policy (“ERRP”) that Namecheap follow certain procedures to notify you in advance that renewal fees are due. Pursuant to the ERRP, Namecheap will notify the registered name holder of the expiring domain name twice before the expiration date, once approximately one month before the subject domain’s expiration date and again approximately one week before the subject domain’s expiration date. Namecheap’s renewal reminder will consist of an email message sent to the registered domain holder’s email address as it is listed in the expiring domain’s WHOIS record. Further, Namecheap reserves the option, but not the obligation, to send additional renewal reminder notices to any other email addresses associated with the expiring domain, including, but not limited to, the email address of the expiring domain’s account holder or the billing contact of the expiring domain’s WHOIS record. Namecheap also reserves the option, but not the obligation, to send additional renewal reminders at times other than the times required by the ERRP. Namecheap offers you the choice of selecting either the “Automatic Renewal” option, or maintaining the default “Manual Renewal” option setting, for the Service(s) associated with your account: (a) Automatic Renewal. If you select the Automatic Renewal option, Namecheap will automatically renew, for a period equivalent to the length of your original domain name registration, any domain name (and/or WhoisGuard service plan) that is up for renewal and will take payment from the Payment Method you have on file with Namecheap, at Namecheap’s then current rates. Thus, if you have chosen to register your domain name for one (1) year, Namecheap will automatically renew it for one (1) year. If you have chosen to register your domain name for two (2) years, Namecheap will automatically renew it for two (2) years, and so on. Manual Renewal is the default setting. Therefore, you must select Automatic Renewal at the time of your enrollment, or subsequently modify your account settings, to enroll in the Automatic Renewal plan. (b) Manual Renewal. Manual Renewal is the default setting. Therefore, if you do not affirmatively select that the domain name be automatically renewed through Automatic Renewal, you have the responsibility of logging into your account and manually implementing the renewal for the domain or other Services by the expiration date (should you in fact want the domain name to be renewed). If you fail to manually implement the renewal before the expiration date, the domain name will be cancelled and you will no longer have use of that name. Payment by the selected Payment Method must be made in full prior to the expiration date stated in the pre-expiration notifications sent to you by us. If you select Automatic Renewal of the Service(s), we will attempt to renew the Service(s) on the Automatic Renewal date stated in our “Upcoming Auto-Renewal Notification” to you, provided you have sufficient available funds/credit associated with your selected Payment Method to complete the transaction and your account information is up to date. You acknowledge and agree that, while we are not required to, we may contact you with a request to update your account information in the event that an attempted transaction is not processed successfully. You acknowledge that it is your responsibility to keep your billing information up to date. You acknowledge and understand that, as part of its management of user registrations, Namecheap sends out periodic notices to registrants apprising them of payment deadlines, pending expiration deadlines and other important information affecting your account and, specifically, registration of domain names. Specifically, any notifications regarding domain registrations, including but not limited to notifications consisting of pre-expiration and post-expiration notifications concerning your registered domains will be sent to you pursuant to ICANN’s policies, including, but not limited to, the ERRP. Where appropriate, Namecheap will send such notices to the e-mail address of the subject domain’s registered domain holder, the e-mail address you provided as your contact information in connection with your account associated with the subject domain, and/or any other email address that Namecheap determines, in its sole discretion, to be sufficiently related to the subject domain to warrant notice. You therefore acknowledge and agree that it is your responsibility to provide and maintain accurate account information and domain name WHOIS information, as more fully addressed in Paragraph 13 below, so that Namecheap may provide you with important notices regarding your account.
13. ACCURATE ACCOUNT CONTACT INFORMATION AND DOMAIN NAME WHOIS INFORMATION. As further consideration for the Service(s), you agree to provide certain current, complete and accurate information about you, both with respect to your account information and with respect to the WHOIS information for your domain name(s). You agree to maintain and update this information as needed to keep it current, complete and accurate. With respect to you, the administrative, technical, and billing contacts for your domain name registration(s) and other Service(s), you must submit the following: name, postal address, e-mail address, voice telephone number, and, if available, fax number. You agree that the type of information you are required to provide may change and you understand that, if you do not provide the newly required information, your registration or and/or other Service(s) may be suspended or terminated or may not be renewed. In the event the lack of accurate/current contact information results in the loss, cancellation or transfer of the domain name(s) associated with your account, you agree that you shall not hold Namecheap liable for any such loss or any damages associated with the loss. Not providing requested information may prevent you from obtaining all Service(s). You may provide information regarding the name-servers assigned to your domain name(s) and, if we are providing name-server services to you, the DNS settings for the domain name. You agree to notify Namecheap within five (5) business days when any of the information you provided as part of the application and/or registration process changes. It is your responsibility to keep this information in a current and accurate status. Failure by you, for whatever reason, to provide Namecheap with accurate and reliable information on an initial and continual basis, shall be considered to be a material breach of this Agreement. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by Namecheap to determine the validity of information provided by you, shall also be considered to be a material breach of this agreement. You agree to retain a copy for your record of the receipt for purchase of your domain name or Services. You acknowledge and agree that domain name registration requires that this contact information, in whole or in part, be shared with the registry operator. As required by ICANN, this information must also be made publicly available by means of Whois, and that the registry operator may also be required to make this information publicly available by Whois. Both Namecheap and the registry operator may be required to archive this information with a third party escrow service. You hereby consent and give permission for all such requirements and disclosures. Further, you represent and warrant that, if you are providing information about a third party, you have notified the third party of the disclosure and the purpose for the disclosure and you have obtained the third party's consent to such disclosure.
14. OBLIGATIONS AND REPRESENTATIONS RELATING TO THE ACCOUNT AND WHOIS CONTACT INFORMATION. In the event that, in registering a domain name or obtaining other Service(s), you provide information about or on behalf of a third party, you represent that you have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) that you have obtained the third party's express consent to the disclosure and use of that party's information as set forth in this Agreement. Further, when registering a domain name on behalf of a third party, you agree to inform any customer of yours, who may be acquiring a domain name through you using Namecheap's registration services, that they are in fact registering their domain name through Namecheap and that Namecheap or its provider is an accredited registrar with ICANN. You agree not to represent that you are an ICANN accredited registrar or that you are in any way providing superior access to the ICANN Domain Name Registry. You also agree not to use the ICANN trademark logo in any of your promotional materials including your web site. By registering a domain name or applying for other Service(s) you also represent that the statements in your application are true and you also represent that the domain name is not being registered or the Services being procured for any unlawful purpose. You acknowledge that providing inaccurate information or failing to update information promptly will constitute a material breach of this Agreement and will be sufficient basis for suspension or termination of Services to you. As indicated elsewhere in this Agreement, you understand that it is important for you to regularly monitor email sent to the email address associated with your account and WHOIS contact information because, among other reasons, if a dispute arises regarding a domain name(s) or other Service(s), you may lose your rights to the domain name(s) or your right to receive the Service(s) if you do not respond appropriately to an email sent in conjunction therewith.
15. ACCOUNT SECURITY. Please safeguard your account login identifier and password from any unauthorized use. You agree that any person in possession of your account login identifier and password will have the ability and your authorization to modify your account and domain name information. We will take reasonable precautions to protect the information we obtain from you from loss, misuse, unauthorized access or disclosure, alteration or destruction of that information and that such reasonable precautions include procedures for releasing account access information to parties who claim to have lost account access information. You agree that, if we take reasonable precautions in relation thereto, that IN NO EVENT SHALL WE BE LIABLE IF SUCH REASONABLE PRECAUTIONS DO NOT PREVENT THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD AND THAT, EVEN IF WE FAIL TO TAKE REASONABLE PRECAUTIONS, THAT OUR LIABILITY UNDER ANY CIRCUMSTANCES SHALL BE LIMITED BY THE LIMITATION OF LIABILITY PROVISION FOUND BELOW IN THIS AGREEMENT. If you contact us alleging that a third party has unauthorized access to your account or domain names, you agree that we may charge you administrative fees of $50 (US dollars) per hour for our time spent in relation to the matter, regardless of whether or not we return control over the account and/or domain names to you.
16. TRANSFERS OF DOMAIN NAMES. You agree that transfer of your domain name(s) services shall be governed by ICANN's transfer policy, available at http://www.icann.org/transfers/
, as this policy may be modified from time to time. You agree that we may place a "Registrar Lock" on your domain name services and that this will prevent your domain name services from being transferred without your authorization, though we are not required to do so. By allowing your domain name services to remain locked, you provide express objection to any and all transfer requests until the lock is removed. To transfer your domain name(s) you should first login to your account to lock or unlock your domain name(s) and/or to obtain the EPP "AuthCode" which is required to transfer domain services in an EPP registry (such as .org). Only the registrant and the administrative contacts listed in the WHOIS information may approve or deny a transfer request. Without limitation, domain name services may not be transferred within 60 calendar days of initial registration, within 60 calendar days of a transfer, if there is a dispute regarding the identity of the domain name registrant, if you are bankrupt, or if you fail to pay fees when due. Transfer requests typically take five business days to be processed. A transfer will not be processed if, during this time, the domain name registration services expire in which event you may need to reinstate the transfer request. You may be required to resubmit a transfer request if there is a communication failure. AS A CONSEQUENCE, YOU ACKNOWLEDGE THAT YOU ASSUME ALL RISK FOR FAILURE OF A TRANSFER IF THE TRANSFER PROCESS IS INITIATED CLOSE TO THE END OF A REGISTRATION TERM.
, and elsewhere on the ICANN website at http://www.icann.org/index.html
. You agree that we may make publicly available, or directly available to third parties, some, or all, of the information you provide, for purposes of inspection (such as through our WHOIS service) or for targeted marketing and other purposes as required or permitted by applicable laws. One of the ways that we may make some or all of the information you provide available to the public or third parties is by way of bulk WHOIS data access provided to third parties who enter into a bulk WHOIS data access agreement with us. We reserve the right to discontinue providing bulk WHOIS data access to third parties. You agree that, to the extent permitted by ICANN policies and regulations, Namecheap may make use of the publicly available information you provided during the registration process. If you engage in the reselling of domain names you agree to provide any individuals whose personal information you've obtained, information about the possible uses of their personal information pursuant to ICANN policy. You also agree to obtain consent, and evidence of consent, from those individuals for such use of the personal information they provide.
18. OWNERSHIP OF INFORMATION AND DATA. You agree and acknowledge that we own all database, compilation, collective and similar rights, title and interests worldwide in our domain name database, and all information and derivative works generated from the domain name database. You further agree and acknowledge that we own the following information for those registrations for which we are the registrar: (a) the original creation date of the registration, (b) the expiration date of the registration, (c) the name, postal address, e-mail address, voice telephone number, and where available fax number of all contacts for the domain name registration, (d) any remarks concerning the registered domain name that appear or should appear in the WHOIS or similar database, and (e) any other information we generate or obtain in connection with the provision of domain name registration services, other than the domain name being registered, the IP addresses of the primary nameserver and any secondary nameservers for the domain name, and the corresponding names of those nameservers. We do not have any ownership interest in your specific personal registration information outside of our rights in our domain name database.
19. AGENTS. You agree that, if you are registering a domain name for or on behalf of someone else, you represent that you have the authority to nonetheless bind that person as a principal to all terms and conditions provided herein. You agree that if you license the use of the domain name registered to you to a third party, you nonetheless remain the domain name holder of record, and remain responsible for all obligations under this Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both your own full and accurate contact information, and accurate technical, administrative, billing and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name and domain name registration.
20. TRADEMARK OR COPYRIGHT CLAIMS. Namecheap is a service provider and respects the copyrights, trademarks and other intellectual property rights of others. To the extent Namecheap receives a proper notice of infringement of copyright, trademark or other intellectual property, Namecheap reserves the right to access, preserve and disclose to third parties any of Your information or data (including personally identifiable information and private communications) related to a written complaint of infringement if Namecheap believes in its sole discretion that such access, preservation, or disclosure is necessary or useful to respond to or otherwise address such complaint.
Namecheap expressly reserves the right to terminate in appropriate circumstances an account or the access rights of a subscriber for repeated copyright infringement. Namecheap also reserve the right to terminate an account or subscriber for even one instance of infringement.
Proper notice of infringement shall include the following information in writing to Namecheap’s designated agent:
• the electronic or physical signature of the rights holder or the person authorized to act on behalf of that person;
• identification of the work that has been infringed;
• an identification of the material that is claimed to be infringing, and information reasonably sufficient to permit Namecheap to locate the material (for example, by providing a URL to the material); or, if applicable, identification of the reference or link to material or activity claimed to be infringing, and information reasonably sufficient to permit Namecheap to locate that reference or link;
• Your name, address, telephone number, and email address;
• a statement by You that You have a good faith belief that the disputed use is not authorized by the rights holder, its agent, or the law; and
• a statement that the information in Your notification is accurate and a statement, made under penalty of perjury, that You are the rights holder or are authorized to act on the behalf of the rights holder.
Namecheap's designated agent to receive notification of claimed infringement can be reached at Attn: Legal Department, Namecheap.com, 11400 W. Olympic Blvd., Suite 200, Los Angeles, CA 90064, USA, Facsimile: (310) 312-9513.
21. USE OF FREE SERVICES. In consideration for providing additional optional Services for which we do not charge an additional fee, including, but not limited to, URL forwarding, email forwarding, free parking page, free website hosting, free email services, or other services which we may introduce from time to time but for which there is not a separate fee ("Free Services"), you agree that, if you use such Free Services, we may display advertising in conjunction therewith through the use of pop-up or pop-under browser windows, banner advertisements, audio or video streams, appendices to emails, or other similar advertising means, and that we may aggregate related usage data by means of cookies and other similar means. You agree that from time to time we may provide you with free or low-cost domain name(s) services ("Promotional Name(s)"). If we do so, the services for the Promotional Name(s) will be placed in the same account as your other domain name(s) and you will be listed as the registrant, though we may point the Promotional Name to IP address(es)of our choosing. If you want to assume control over the services provided to the Promotional Name, including the right to transfer or push the Promotional Name service to other registrars or other accounts or the ability to control the DNS settings for the Promotional Name, you must pay the promotional registration fee or renewal fee, if any, and agree to the terms of this Agreement with respect to such Promotional Name(s). If you do not want the Promotional Name services, you may request that you be removed as the registrant of such Promotional Names and we will be listed as the domain name registrant. Alternatively, you may contact us or your Primary Service Provider to request that we delete the Promotional Name from the namespace. For any domain name services, including these Promotional Names, for which you are listed as registrant but for which you do not pay the registration or renewal fee, you agree that we may assign name-servers to the domain name and point the domain name to IP address(es) designated by us until the registration or renewal fee is paid.
22. AFTER EXPIRATION OF THE TERM OF A DOMAIN NAME REGISTRATION: Immediately after the expiration of the term of domain name registration services and before deletion of the domain name in the applicable registry's database, you acknowledge that we may direct the domain name to name-servers and IP address(es) designated by us, including, without limitation, to no IP address or to IP address(es) which host a parking page or a commercial search engine that may display advertisements, and you acknowledge that we may either leave your WHOIS information intact or that we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name.
Reactivation Period Process. For a period of approximately 27 days after expiration of the term of domain name registration services, you acknowledge that we may provide a procedure by which expired domain name registration services may be renewed. You acknowledge and agree that we may, but are not obligated to, offer this process, called the "reactivation period." You acknowledge that you assume all risks and all consequences if you wait until close to or after the expiration of the original term of domain name registration services to attempt to renew the domain name registration services. You acknowledge that we, for any reason and in our sole discretion, may choose not to offer a reactivation period and that we shall not be liable therefore. You acknowledge that reactivation period renewal processes, if any, may involve additional fees which we and your Primary Service Provider may determine. You acknowledge and agree that we may make expired domain name services(s) available to third parties, that we may auction off the rights to expired domain name services (the auction beginning close to the end or after the end of the reactivation period), and/or that expired domain name registration services may be re-registered to any party at any time.
After the reactivation period, you agree that we may either (i) discontinue the domain name registration services at any time thereafter, (ii) that we may pay the registry's registration fee or otherwise provide for the registration services to be continued, or, (iii) if we auctioned the domain name services to a third party, that we may transfer the domain name registration services to such third party.
In the case of (i), above, you acknowledge that certain registry administrators may provide procedures by which discontinued domain name registration services may nonetheless be renewed. You acknowledge and agree that we may, but are not obligated to, participate in this process, typically called the "Redemption Grace Period" ("RGP"). You acknowledge that we, for any reason and in our sole discretion, may choose not to participate in the RGP process with respect to any or all of your domain name registration services and that we shall not be liable therefore. If available, RGP typically ends between 30 and 42 days after the end of the reactivation period of the domain name services, as the reactivation period applied to you. The typical RGP fee is $200 plus any registration fees. You agree that we are not obliged to contact you to alert you that the domain name registration services are being discontinued.
In the case of (ii), above, you acknowledge that we may then set the name-servers and the DNS settings for the domain name services, that we set the DNS to point to no IP address or to IP address(es) which host parking page(s) or a commercial search engine that may display paid advertisements, and you acknowledge that we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name. You acknowledge that we do not have to pay you any of the proceeds, if any, we may earn as a result. You agree that we are not obliged to contact you to alert you that the domain name registration services are being continued. In this case, the domain name will be designated as being in the extended redemption grace period ("ERGP"), and you will be allowed to assume, during the first 120 days of the then extant registration term, complete management of the domain name services, including the right to control the DNS settings, provided that you pay a fee of $200 (US dollars) plus any registration fees. After the end of the 120-day period, if you do not exercise your rights under this provision, you agree that you have abandoned the domain name services, and relinquish all rights and use of the domain name services.
In the case of (iii), above, the third party who won the auction for the domain name services will control the domain name services, including control over the WHOIS information and the DNS settings. You may recover the domain name registration services for a period of up to 40 days after the end of the reactivation period, as such reactivation period applied to you. You agree that we are not obliged to contact you to alert you that the domain name registration services are or were auctioned. You acknowledge that we do not have to pay you any of the proceeds, if any, we may earn as a result of such an auction. To exercise your rights to recover auctioned domain name services, you must contact us and provide us with a certified letter addressed to "Expiration Recovery" and including documents setting forth your identity and address, which identity and address must be the same as that of the registrant as it was listed in the WHOIS information for the domain name services prior to expiration, a copy of a commonly accepted (in the United States) picture ID (such as a drivers license or passport) which supports your identity and address claim, a front and back photocopy of your credit card and you must a statement authorizing payment of the reinstatement fee to such credit card, which is $200 plus any registration fees. In doing so, you must provide us with sufficient time to allow us to receive and evaluate your documents and to contact the auction winner prior to the end of 30 days after the end of the reactivation period of the domain name services.
23. LIMITATION OF LIABILITY. YOU AGREE THAT NEITHER NAMECHEAP NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (1) SUSPENSION OR LOSS OF THE SERVICE(S), INCLUDING, WITHOUT LIMITATION, DOMAIN NAME REGISTRATION SERVICES, (2) INTERRUPTION OF OUR SERVICES OR INTERRUPTION OF YOUR BUSINESS, (3) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEB SITE(S) OR SERVICE(S) OR DELAYS OR ACCESS INTERRUPTIONS YOU EXPERIENCE IN RELATION TO A DOMAIN NAME REGISTERED WITH US; (4) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL (5) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (6) THE PROCESSING OF AN APPLICATION FOR A DOMAIN NAME REGISTRATION; (7) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD; (8) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN; (9) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM OUR WEBSITE(S) OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO OUR WEBSITE(S), (10) APPLICATION OF THE DISPUTE POLICY; AND/OR (11) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OUR WEBSITE(S) OR THE SERVICES FOUND AT OUR WEBSITE(S), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT NAMECHEAP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE NAMECHEAP WEBSITE(S) OR THE SERVICES FOUND AT THE NAMECHEAP WEBSITE(S) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
YOU EXPRESSLY AGREE TO THIS LIMITATION OF LIABILITY PROVISION AS A CONDITION TO RECEIVE THE SERVICES, AND ACKNOWLEDGE THAT THIS PROVISION CONSTITUES A BUSINESS UNDERSTANDING BETWEEN THE PARTIES THAT SHALL APPLY TO ALL LEGAL THEORIES OF RECOVERY, INCLUDING BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT OR STATUTORY LIABILITY, OR ANY OTHER CAUSE OF ACTION, PROVIDED THAT THESE LIMITATIONS ON LIABILITY WILL NOT APPLY TO ANY LOSSES OR DAMAGES THAT BE MAY BE FOUND BY A TRIER OF FACT TO HAVE BEEN CAUSED BY ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON OUR PART.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL NAMECHEAP’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF ANY PRIVATE CAUSE OF ACTION BY YOU. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF OUR WEBSITE(S) OR THE SERVICES FOUND AT OUR WEBSITE(S).
24. INDEMNITY AND DEFENSE. With respect to ICANN, the registry operators, and Namecheap, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including attorney's fees and court costs, for third party claims relating to or arising under this Agreement, the Service(s) provided hereunder, or your use of the Service(s), including, without limitation, infringement by you, or by anyone else using the Service(s) we provide to you, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policies relating to the Service(s) provided. When we may be involved in a suit involving a third party and which is related to our Service(s) to you under this Agreement, we may seek written assurances from you in which you promise to defend, indemnify and hold us harmless from the costs and liabilities described in this paragraph. Such written assurances may include, in our sole discretion, the posting of a performance bond(s) or other guarantees reasonably calculated to guarantee payment. Your failure to provide such assurances may be considered by us to be a breach of this Agreement by you and may, in our sole discretion, result in loss of your right to control the disposition of domain name services for which you are the registrant and in relation to which we are the registrar of record. Moreover, should we be forced to defend ourselves in any action or legal proceeding in connection with any Service(s) provided to you, you shall have sole responsibility to defend us against any such claim by the legal counsel of our choosing. This indemnification is in addition to any indemnification required under the UDRP. The terms of this paragraph will survive any termination or cancellation of this Agreement.
25. INDEMNIFICATION OF REGISTRY OPERATORS. You further agree to indemnify, defend and hold harmless all applicable registry administrator(s) (including Verisign Inc., Neulevel, Inc., Public Interest Registry, Afilias Limited, and other registry operators listed at http://www.icann.org/registries/listing.html
) and all such parties' directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including any direct, indirect, incidental, special or consequential damages and reasonable legal fees and expenses) arising out of, or related to, the domain name registration services you are obtaining from us.
26. REPRESENTATIONS AND WARRANTIES. YOU REPRESENT THAT, TO THE BEST OF YOUR KNOWLEDGE AND BELIEF, NEITHER THE REGISTRATION OF A DOMAIN NAME NOR THE MANNER IN WHICH IT IS DIRECTLY OR INDIRECTLY USED NOR THE USE OF OTHER OF THE SERVICE(S) INFRINGES THE LEGAL RIGHTS OF A THIRD PARTY. YOU FURTHER REPRESENT AND WARRANT THAT ALL INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR PROCUREMENT OF THE SERVICE(S) IS ACCURATE. ALL SERVICE(S) ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS. EXCEPT FOR OUR STATEMENT REGARDING OUR ACCREDITATION AS ICANN-APPROVED DOMAIN NAME REGISTRAR, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE(S), INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION TO THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE YOU EITHER FROM CHALLENGES TO YOUR DOMAIN NAME REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME REGISTERED TO YOU. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR E-MAIL FORWARDING OR OTHER EMAIL SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OUR E-MAIL SERVICE(S) OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR E-MAIL SERVICE(S). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
27. ADDITIONAL RESERVATION OF RIGHTS. Namecheap expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any account or any Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Namecheap in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Namecheap in offering or delivering any Services (including any domain name registration); (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry; (iii) to assist with our fraud and abuse detection and prevention efforts; (iv) to comply with applicable local, state, national and international laws, rules and regulations; (v) to comply with requests of law enforcement, including subpoena requests; (vi) to comply with any dispute resolution process; (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of Namecheap, its officers, directors, employees and agents, as well as Namecheap’s affiliates.
28. GOVERNING LAW, BINDING ARBITRATION AND CLASS ACTION WAIVER. Except as otherwise set forth in the UDRP or any similar ccTLD policy with respect to any dispute over a domain name registration this Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of California, without regard to principles of conflict of laws, as if the Agreement was a contract wholly entered into and wholly performed within the State of California. Agreement to Arbitrate You agree that any and all disputes or claims that have arisen or may arise between you and Namecheap shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. Any claim (except for a claim challenging the validity or enforceability of this arbitration agreement, including the Class Action Waiver) shall be resolved by binding arbitration, meaning that NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. ALSO DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN ARBITRATION. CLASS ACTION WAIVER ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER NAMECHEAP USERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Only a court, and not an arbitrator, shall determine the validity and effect of the Class Action Waiver. Governing Law and Rules The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s website at http://www.adr.org. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Namecheap may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Namecheap subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or Namecheap, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Namecheap users, but is bound by rulings in prior arbitrations involving the same Namecheap user to the extent required by applicable law. A single arbitrator will be appointed. The arbitrator’s decision will be final and binding except for any review allowed by the FAA. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. You Have the Right to Reject Arbitration You may reject the Arbitration of Disputes section of this Agreement, but only if we receive from you a written notice of rejection within 30 days of your original enrollment. You must send the notice of rejection to: Legal Department, Namecheap.com, 11400 Olympic Blvd., Suite 200, Los Angeles, CA 90064, USA, Facsimile: (310) 312-9513. Your rejection notice must include your name, address, phone number, and personal signature. No one else may sign the rejection notice for you. Your rejection notice also must not be sent with any other correspondence. Rejection of arbitration will not affect your other rights or responsibilities under this Agreement. If you reject arbitration, neither you nor we will be subject to the arbitration provisions herein. In the event you reject arbitration, you agree that any action brought by you to enforce this Agreement or any matter brought by you and which is against or involves us and which relates to your use of the Services shall be brought exclusively in the United States District Court for the Central District of California, or if there is no jurisdiction in such court, then in a state court in Los Angeles County, State of California. You also specifically consent to the personal and subject matter jurisdiction of any state or Federal court in Los Angeles County, State of California in relation to any dispute between you and us under this Agreement. You agree that service of process on you by us in relation to any dispute arising under this Agreement may be served upon you by first class mail to the address listed by you in your account and/or domain name WHOIS information or by electronically transmitting a true copy of the papers to the email address listed by you in your account and/or domain name WHOIS information. YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT.
29. NOTICES: You agree that any notices required to be given under this Agreement by us to you will be deemed to have been given if delivered in accordance with the account and/or domain name WHOIS information you have provided.
30. LEGAL AGE. You attest that you are of legal age to enter into this Agreement.
31. FINAL AGREEMENT. This Agreement, the referenced agreements, the ICANN Policy and the UDRP, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications, subject to the terms set out in Section 2 above. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
32. NO AGENCY RELATIONSHIP. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
33. WAIVER. The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time 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.
34. ENFORCEABILITY. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
35. ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the Services (or portion thereof) without Namecheap’s prior express written consent.
36. FORCE MAJEURE. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Namecheap, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Namecheap may immediately terminate this Agreement.
37. HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.