Name.com, Inc. ("Name.com") permits a select number of Name.com customers to access and use the Name.com application programming interface (the "API"), subject to the terms and conditions of this API access form (the "Access Form"). If you, as you have identified yourself in the "Customer Information" section below ("You"), wish to access and use the API, You must return a completed and signed copy of this Access Form to Name.com.
- RESELLER TERMS:
You acknowledge and agree that Your access to and use of the API for the purpose of reselling domain names and/or related services made available by Name.com is subject to the terms and conditions of the Name.com Reseller Agreement (the "RSA"). You acknowledge that You have read, understand, and agree to be bound by the RSA, along with any additional terms, conditions, or policies which Name.com or The Internet Corporation for Assigned Names and Numbers ("ICANN") may establish from time to time.
- NON-RESELLER TERMS:
You acknowledge and agree that You are not permitted to access or use the API for the purpose of reselling domain names and/or related services made available by Name.com, and You hereby represent and warrant that You will not do so. You represent and warrant that You will only use the API for the purpose of managing Your domain names. You acknowledge and agree that:
- (i) this Access Form does not transfer from Name.com to You any Name.com trademarks, technology, or intellectual property rights, and all rights, titles and interests in and to such trademarks, technology, and intellectual property remain solely with Name.com;
- (ii) You shall comply with all terms and conditions set forth in the RSA that pertain to acceptable use of the API (including but not limited to the terms and conditions set forth in Section 4 and Section 7 of the RSA).
NAME.COM DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NAME.COM DOES NOT WARRANT THAT PERFORMANCE OF THE SERVICES OR USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.
- LIMITATION OF LIABILITY:
NAME.COM WILL NOT BE LIABLE IN ANY WAY TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES, OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS ACCESS FORM, YOUR ACCESS TO OR USE OF THE API, OR FOR ANY CLAIM AGAINST NAME.COM BY A THIRD PARTY, REGARDLESS OF WHETHER NAME.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES. NAME.COM'S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY SORT SHALL NOT EXCEED THE AGGREGATE AMOUNT RECEIVED BY NAME.COM FROM YOU OVER THE TERM OF THIS ACCESS FORM.
You shall indemnify, defend, and hold harmless Name.com, its directors, officers, employees, agents, parent companies, subsidiaries, and affiliates (the "Indemnified Person(s)") from and against any and all claims, liabilities, judgments, penalties, taxes, costs, and expenses (including attorneys' fees) incurred in connection with, arising out of, or relating to Your access to and use of the API. The Indemnified Person(s) will have the right, at its own expense, to participate in the defense and settlement of a claim represented by counsel that the Indemnified Person(s) has selected. You will not settle any claim without the prior written consent of the Indemnified Person(s) (which consent will not be unreasonably withheld or delayed).
Name.com reserves the right to terminate this Access Form, or suspend or terminate Your access to and/or use of the API, at any time and for any reason. Section 4, 5, 6, and 7 will survive any termination of this Access Form. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements or understandings relating thereto. The terms and conditions of this Access Form may be modified from time to time by Name.com. Such modifications become effective 30 days after Name.com notifies You of the modifications or immediately upon Your express consent to the revised terms and are effective from that date forward. The failure of Name.com to exercise or enforce any right or provision of this Access Form, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or Name.com's right to act with respect to subsequent or similar breaches. If any provision of this Access Form is found unenforceable, the balance of the Access Form will remain in full force and effect. The parties are independent contractors, and this Access Form does not create an agency, partnership, or joint venture. This Access Form will be governed and construed in accordance with the laws of the State of Washington, USA, and Buyer unconditionally submits to the exclusive jurisdiction of the courts of King County, Washington. In the event any legal action or proceeding is commenced by Name.com to interpret or enforce the terms of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof, and if Name.com prevails in any such action or proceeding, Name.com shall be entitled to recover from You all reasonable attorneys' fees, costs and expenses incurred by Name.com. This Access Form may be executed by facsimile or electronic scan.