This Reseller Agreement (the "Agreement") is made, entered into, and performed as of the date you electronically accept the Agreement (the "Effective Date"), by and between you ("Reseller"), the ICANN-accredited sponsoring registrar ("Registrar") identified in the WHOIS record retrievable here , and (i) PDR Solutions (US) LLC (for all resellers outside of India) ("PDR") or (ii) Endurance International Group (India) Private Limited (for all resellers in India) ("DWTPL"). Registrar, PDR, and DWTPL are subsidiaries of The Endurance International Group, Inc. and may hereinafter collectively be referred to as the "Company." Company and Reseller may be referred to individually as a "Party" and collectively as the "Parties." WHEREAS, Registrar processes Customer domain registrations, renewals, and transfers using Registrar's credentials ("Registration Services"); WHEREAS, Company provides Reseller Services and performs all technical, support, and administrative functions related to such Reseller Services, including the Registration Services; and WHEREAS, Reseller desires to purchase and resell Reseller Services. NOW, THEREFORE, for and in consideration of the mutual promises, benefits, and covenants contained herein and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS
a. “Advance Account” means the balance of funds maintained by the Reseller with the Company as required by the Reseller Program.
b. “Business Day” means a business day, Monday through Friday, excluding all Indian or U.S. public holidays, as applicable.
c. "Confidential Information" as used in this Agreement shall mean all data, information and materials, including but not limited to computer software, data, information, databases, protocols, reference implementations, documentation, functional and interface specifications, provided by Company to Reseller under this Agreement, whether written, transmitted, oral, through Registrar's website or otherwise, which is marked "Confidential" or which, by its nature and content, may reasonably be believed to be confidential and proprietary.
d. "Data controller" shall be defined as defined in the GDPR.
and. “Customer” refers to the Reseller’s direct or indirect customer.
f. “Fees” means the payment due to the Company pursuant to any Order.
g. “GDPR” shall refer in this Regulation to Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
h. “gTLD” means the DNS top-level domains delegated by ICANN pursuant to a registry agreement that is in full force and effect, and does not include any country code TLDs (“ccTLDs”) or internationalized domain names (“IDNs”) country code TLDs.
i. “ICANN” is the Internet Corporation for Assigned Names and Numbers.
j. “Order” means a Reseller Service purchased directly or indirectly by a Reseller, pursuant to this Agreement.
k. “Personal Data” means data relating to any identified or identifiable natural person.
l. "Processor" shall be defined as set out in the GDPR.
m. “RAA” means the Registrar Accreditation Agreement entered into by ICANN and the Registrar, or one of the Registrar’s affiliates.
n. “Registered Name” means a domain name within the domain of a gTLD or ccTLD, consisting of two or more levels (e.g., john.smith.name), for which a TLD Registry Operator (or an affiliate or subcontractor thereof involved in providing registration services) maintains data in a database operated by the Registry Operator, arranges for such maintenance, or derives revenue from such maintenance.
ñ. “Registered Name Holder” is the registered owner of a registered name as listed in the Whois record.
o. “Registrar Website” refers collectively to [www.publicdomainregistry.com] and [BRAND SITE].
p. “Registry Operator” means the person or entity responsible for providing registry services for a specific gTLD or ccTLD.
q. “Reseller Contact Details” means the Reseller’s name, address, telephone number, fax number, email address, and website(s) provided by the Reseller to the Registrar.
r. “Reseller Program” means any of the Company’s current reseller programs that provide Resellers and their Customers with direct or indirect use of the Company’s servers, software, interfaces, products and APIs and third-party products, as currently described or as modified, and any reseller programs that the Company will offer in the future.
s. “Reseller Services” means all products and services that the Company provides, delivers, or sells directly to the Reseller or that the Company makes available to the Reseller for resale to Customers as applicable pursuant to this Agreement, including, but not limited to, Registration Services.
u. "Service Providers" means individually and collectively any third party with whom the Company may, directly or indirectly, contract, employ, subcontract, or engage for the fulfillment, provision, or purchase of Reseller Services and any other services and operations of the Company, and shall have the same rights as the Company to the extent necessary to perform the services in accordance with the terms of this Agreement and as authorized by the Company.
2. RIGHTS AND OBLIGATIONS OF THE REGISTRAR
a. In accordance with the Whois Accuracy Specification Program published by ICANN, the Registrar will verify the Registered Name Holder's email address by sending an email to the Registered Name Holder requesting an affirmative response from the Registered Name Holder, which must be returned in a manner designated by the Registrar. Such verification must occur within fifteen (15) days of the registration, transfer, or modification of the Registered Name Holder's Whois contact information. If the Registered Name Holder does not verify the email address, the Registrar will suspend the Registered Name. In addition, within fifteen (15) calendar days of receiving any change to the Whois contact information related to any Registered Name sponsored by the Registrar, the Registrar will attempt to validate such change. If the Registered Name Holder does not verify the contact changes, the Registrar will suspend the Registered Name.
b. In accordance with the Expired Registration Recovery Policy (the “ERRP”) , Reseller shall send expiration renewal reminders to the Registered Name Holder via email and shall discontinue services to the domain upon expiration in accordance with the ERRP.
c. The Company expressly reserves the right to refuse any Order or cancel any Order within thirty (30) days of processing. In such event, the Company may refund the fees charged for the Order, after deducting any Order processing charges.
d. Notwithstanding anything to the contrary, the Company expressly reserves the right to, without prior notice or refund: (i) access, delete, suspend, deny, cancel, modify, intercept, analyze, copy, backup, redirect, record the use of, monitor, limit access to, take possession of, or transfer any Order; (ii) delete, suspend, freeze, or modify Reseller's access to the Reseller Services; (iii) publish, transmit, share data from any Order with any person or entity, or contact any entity associated with an Order, in order to recover any payment from Reseller for any services provided by the Company, including Reseller Services related to this Agreement for which Reseller has been notified and requested to remit payment; (iv) publish, transmit, share data of any Order with any person or entity, or contact any entity associated with any Order in accordance with the Company's Privacy Notice, or (v) correct any errors associated with any Order, including the processing or execution of any Order, with retroactive effect.
e. In the event that an Order has expired, is suspended, or if a Registered Name does not contain valid information to direct it to any destination, the Company may redirect any Registered Name to any Internet Protocol ("IP") address, including, but not limited to, an IP address hosting a parking page or a commercial search engine for monetization purposes ("Redirection"); provided, however, that the Reseller may opt out of such Redirection by notifying the Company in writing; provided, furthermore, that the Company may engage in any activity, including redirecting or discontinuing a web page as required by ICANN's Expired Registration Recovery Policy. Reseller acknowledges that the Company does not and cannot monitor the content of any redirected web page, including whether the content infringes any legal rights, including, but not limited to, intellectual property rights, or violates any other rights or any applicable rules, regulations, or laws. Accordingly, the Registrar expressly disclaims any liability or damages caused directly or indirectly by such redirection.
f. The Reseller Services are subject to export control and economic sanctions laws, rules, regulations, and/or Executive Orders administered or enforced by the U.S. Department of Commerce, the Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the Department of State, and other U.S. authorities (collectively, "U.S. Trade Laws"). You may not use the Reseller Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. trade laws. Additionally, by using the Reseller Services, you represent and warrant that you are not (a) an individual, organization, or entity organized or located in a country or territory that is the subject of OFAC sanctions (including Cuba, Iran, Syria, North Korea, or Crimea, the Donetsk People's Republic, or the Luhansk People's Republic regions of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. trade laws; or (d) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a license from the U.S. government. Unless express written permission is provided, the Company also does not register or prohibit the use of any of the Reseller Services in connection with any country code Top Level Domain Name ("ccTLD") for any country or territory that is the target of OFAC sanctions. Obligations under this section will survive any termination or expiration of this Agreement or your use of the Reseller Services. The Company may cancel any Reseller or Customer account that the Company determines, in its sole discretion, violates any U.S. Trade Law.
g. Registrar may use all necessary information from each and every Order to comply with the data escrow requirements set forth in paragraph 3.6 of the RAA and any other policies and procedures established by ICANN relating to data escrow deposits.
3. RIGHTS AND OBLIGATIONS OF THE RESELLER
a. Reseller must enter into a paper or electronic registration agreement ("Customer Domain Registration Agreement") with each of its Customers substantially similar to the Domain Registration Agreement . The Customer Domain Registration Agreement will contain all provisions and notices required by the RAA and any applicable ICANN Consensus Policy, including, but not limited to, the following:
i. Reseller shall submit to the Registrar accurate and reliable contact information for any Registered Name and shall correct and update such contact information within seven (7) days of receiving any notice of such change during the term of any Registered Name registration. For purposes of this section, contact information includes: full name, mailing address, email address, telephone number, and fax number, if available, of the Registered Name Holder; name of the person authorized for contact purposes if the Registered Name Holder is an organization, association, or corporation; and the data elements listed in Subsections 3.3.1.2, 3.3.1.7, and 3.3.1.8 of the RAA .
ii. The intentional provision by the Holder of a Registered Name of inaccurate or unreliable information or the failure to update the information provided to the Registrar through the Reseller within fifteen (15) days of receiving an inquiry from the Reseller or Registrar concerning the accuracy of the contact details associated with the Holder's registration of the Registered Name will constitute a material breach of the Customer Domain Registration Agreement between the Customer and the Reseller and will be grounds for suspension and/or cancellation of the registration of the Registered Name.
iii. Any Registered Name Holder who intends to grant a license to use a domain name to a third party is nonetheless the registered Registered Name Holder of record and is responsible for providing its own complete contact information and for providing and updating accurate and sufficient technical and administrative contact information to facilitate the timely resolution of any issues arising in connection with the Registered Name. A Registered Name Holder who grants a license to use a Registered Name will accept liability for any damage caused by misuse of the Registered Name unless it discloses the current contact information provided by the licensee and the identity of the licensee within seven (7) days to a party that provides the Registered Name Holder with reasonable evidence of actionable harm.
iv. Reseller will notify each new or renewed Registered Name Holder and obtain consent for each of the following:
1- The purposes for which the Personal Data collected from the Client are intended;
2- The intended recipients or categories of recipients of the data, including the Company and the Registry Operator and others who will receive the data from the Registry Operator;
3- What data is mandatory and what data, if any, is voluntary; and
4- How the Registered Name Holder or the interested party can access and, where appropriate, rectify the data held about them.
v. The Registered Name Holder shall represent that notice equivalent to that described in Subsection 3.7.7.4 of the RAA has been provided to any third party whose Personal Data is provided to the Company by the Registered Name Holder, and that the Registered Name Holder has obtained consent equivalent to that described in Subsection 3.7.7.5 of the RAA from such third party.
vi. Reseller agrees that it will not process Personal Data collected from the Registered Name Holder in any manner incompatible with the purposes or limitations set forth in its notice to the Registered Name Holder provided pursuant to Subsection 3.7.7.4 of the RAA .
vii. Reseller agrees that it will take reasonable precautions to protect personal data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
viii. The Registered Name Holder shall declare that, to the best of his or her knowledge and belief, neither the registration of the Registered Name nor the manner in which it is used, directly or indirectly, infringes the legal rights of any third party.
ix. For the resolution of disputes relating to or arising from the use of a Registered Name, the Registered Name Holder shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the domicile of the Registered Name Holder and (2) where the registrar is located.
x. The Registered Name Holder agrees that its registration of the Registered Name will be subject to suspension, cancellation, or transfer in accordance with any ICANN specification or policy, or in accordance with any registrar or registry procedure that is not inconsistent with any ICANN specification or policy: (1) to correct errors made by the Registrar or Registry Operator in registering the name or (2) for the resolution of disputes related to the Registered Name.
xi. Customer shall indemnify and hold harmless both Company and Registry Operator and each of their directors, officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or related to the registration of the Registered Name Holder's domain name.
xii. The reseller shall identify the registrar of record upon request.
xiii. Reseller will require its Customers to consent to ICANN's Uniform Domain Name Dispute Resolution Policy and Uniform Rapid Suspension (URS) .
xiv. Reseller shall require its Customers to agree to explicitly authorize Registrar to act as the designated agent to approve a change of registrant on behalf of both the prior registrant and the new registrant, in accordance with the requirements of the ICANN Transfer Policy .
xv. Reseller and Customer agree that Company shall be a third party beneficiary of Customer's Domain Registration Agreement.
b. Reseller agrees that Reseller Services under this Agreement may be made available to a Customer only after the Customer enters into a legally binding agreement that is no less protective of the Company than this Agreement and that contains the same obligations for the Customer contained herein as apply to Resellers. Reseller acknowledges and agrees that it will be responsible for ensuring each Customer's compliance with applicable terms and conditions, including with respect to Section 3, and will be responsible for any liability resulting from the Customer's failure to comply with such terms and conditions.
c. The reseller must identify the sponsoring registrar prior to the Customer's consultation.
d. Reseller shall comply with any Specification or Policy adopted by ICANN that establishes a program for the accreditation of privacy and proxy registration service providers (a “Proxy Accreditation Program”). Among other features, the Proxy Accreditation Program may require that: (i) privacy and proxy registration services may only be provided by persons or entities accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) Registrar prohibits Resellers from knowingly accepting registrations from any privacy and proxy registration service provider that is not accredited by ICANN pursuant to the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, Reseller shall comply with the Specification on Privacy and Proxy Registrations .
e. Reseller shall clearly display on any website it operates for domain registration or renewal a link to the ICANN Registrant Benefits and Responsibilities (currently available at http://www.icann.org/en/resources/registrars/registrant-rights/benefits ) and shall not take any action inconsistent with the applicable provisions of the RAA or applicable law.
f. The reseller must clearly display on any website it operates for domain registration or renewal a link to the appropriate ICANN web page detailing the registrant's educational information (currently available at http://www.icann.org/en/resources/registrars/registrant-rights/educational ).
g. Reseller will not display the ICANN or ICANN-accredited registrar logo, nor will it hold itself out as ICANN-accredited, unless it has written permission from ICANN to do so.
h. Reseller shall be responsible for providing customer service, billing support, and technical support to Customers.
i. Reseller acknowledges that in the event of any dispute and/or discrepancy relating to any data element of any transaction, the data element in the Registrar's records shall prevail.
j. Reseller acknowledges that all information about any Customer that Reseller transmits to Company is delivered in a manner reasonably accessible to Company.
k. Reseller will not make any changes to any information or settings on an Order without the explicit authorization of the Customer of that Order.
l. Reseller acknowledges that Reseller Services may be obtained through Service Providers and, as such, changes in structure or contracts may occur, resulting in services being adversely affected. Reseller acknowledges and agrees that the Company shall have no liability associated with such an event.
m. Reseller agrees to provide Company with complete and accurate Reseller Contact Information and to update any Reseller Contact Information within seven (7) calendar days of any change.
n. During the term of this Agreement and for two (2) years thereafter, Reseller shall maintain the following records relating to its dealings with us, Customers, Prospective Customers and/or their authorized agents or representatives, in electronic, paper or microfilm format:
i. All current and past Orders with Reseller, including dates and amounts of all payments, discounts, credits and refunds;
ii. The Customer's acceptance of the Reseller's Customer Domain Registration Agreement, including the date, time, and Registered Name;
iii. All information related to the request for transfer of a Registered Name to or from the Registrar, in accordance with the ICANN Transfer Policy ; and
iv. All written communications regarding Reseller Services.
o. The reseller must provide us with these records within seven (7) calendar days after our request.
p. Reseller represents and warrants to Company that it will notify each new or renewed Registered Name Holder indicating: (i) the purposes for which the Personal Data collected from Customer is intended; (ii) the intended recipients or categories of data recipients (including Company, Registry Operator, and others who will receive the data from Registry Operator); (iii) which data is mandatory and which, if any, is voluntary; and (iv) how the Registered Name Holder or data subject may access and, where appropriate, correct the data held about them. Reseller must obtain the Registered Name Holder's consent for such data processing.
q. Reseller shall comply with the Data Retention Specification established by ICANN. In the event that Registrar is required to request disclosure of any information covered by the Data Retention Specification in order to conduct required self-audits or as necessary to comply with an ICANN request, Reseller must disclose the information identified in the Data Retention Specification within seven (7) calendar days of Reseller's request. Any privacy policy established by Reseller shall disclose the potential use of this information in this manner.
r. Reseller shall comply with the validation requirements contained in Section 1(a)-(d) of the Whois Accuracy Program Specification . Whois Accuracy Program Specification. Reseller shall have ninety (90) days from the date of Reseller's notification to comply with the requirements of Section 1(e) of the Whois Accuracy Program Specification.
s. Reseller shall comply with ICANN's Expired Registration Recovery Policy .
t. When requested by the Company, the Reseller shall comply with all requests for production of information to confirm compliance within the date specified in the request. Failure to comply with such a request will constitute a material breach of this Agreement and may result in termination and/or temporary suspension of services in accordance with Section 6 below.
u. Reseller agrees that by using the Reseller Services, Reseller also agrees to the Company's Terms and Conditions located here. Reseller shall comply with all other terms and conditions established from time to time by Company, Registrar's Service Providers, ICANN (including any requirements for which Registrar is required to comply with ICANN), and/or Registry Operators.
4. DISTRIBUTOR'S GDPR OBLIGATIONS
a. Notwithstanding anything to the contrary contained herein, if the GDPR applies to you and/or your Clients, you also agree to the following additional terms:
i. For the purposes of the GDPR, you acknowledge and agree, with respect to your Customers' Personal Data, that: (i) you and the Registrar are controllers of such Personal Data with respect to the Registration Services; and (ii) you are the Controller and the Company is a Processor (as that term is defined in the GDPR) of such Personal Data with respect to all other Reseller Services that are not Registration Services. You also acknowledge and agree that you are responsible for complying with all of a Controller's obligations under the GDPR.
ii. You represent and warrant that when using the Reseller Services, you will clearly describe in writing to your Customers how you plan to use the collected Personal Data and will ensure that you have a legitimate legal basis to transfer such Personal Data to us and that you have the necessary permission to allow us to receive and process Personal Data and to send communications about the processing of Customers' Personal Data to Customers on your behalf.
iii. Controller to Processor. You agree to the terms of the Data Processing Agreement set forth here , where you are the Controller and the Company is the Processor with respect to all Reseller Services that are not Registration Services subject to the GDPR.
iv. Controller to Controller. You also agree to the terms of the Data Processing Addendum set forth here , where both you and the Registrar are controllers with respect to the Registration Services subject to the GDPR.
5. RESELLER'S REPRESENTATIONS AND WARRANTIES
a. Reseller represents and warrants that: (i) it is a duly incorporated sole proprietorship, partnership, or corporation, validly existing and in good standing under the laws of the state/country of its domicile; (ii) it has all necessary legal power and authority to execute, deliver, and perform its obligations under this Agreement; (iii) the execution, performance, and delivery of this Agreement by its officers, employees, and agents has been duly authorized by Reseller; (iv) Reseller is not required to obtain or grant any additional approval, authorization, or consent from any governmental or regulatory authority in order to enter into and perform its obligations under this Agreement; (v) Reseller is not in violation of any U.S. trade laws; (vi) Reseller is not in violation of the intellectual, proprietary, or other rights of any third party; and (vii) there is no claim, action, or proceeding pending or, to the best of Reseller's knowledge, threatened against Reseller.
b. Reseller represents and warrants that it does not and will not infringe any intellectual property rights or other rights of any person or entity, nor publish any defamatory or unlawful content while using the Reseller Services under this Agreement. Reseller further acknowledges that the Company cannot and does not control whether any service or Reseller's use of the services under this Agreement infringes the legal rights of others.
6. DURATION AND TERMINATION
a. Term . The term of this Agreement begins on the Effective Date and continues until terminated in accordance with the terms hereof (the “Term”).
b. Termination .
i. Termination rights.
A- Unless otherwise provided in this Agreement, the Company may terminate this Agreement at any time by giving the Reseller thirty (30) days' written notice. Any domain registration made by the Reseller with the Registrar during the Term of this Agreement will remain with the Registrar unless the Registered Name Holder initiates a registrar change as described in Section 6(c) below.
B- The Company may terminate this Agreement at any time, with or without notice, in its sole discretion: (i) to protect the integrity and stability of the Reseller Services; (ii) to comply with applicable laws, rules, or governmental requirements, or any applicable dispute resolution process; or (iii) to avoid any liability, civil or criminal, on the part of the Registrar and/or its Service Providers, or their affiliates, subsidiaries, officers, directors, and employees.
ii. Termination for Cause. The Company may immediately terminate the Agreement upon written notice to the Reseller in the event of any actual or potential breach or violation of this Agreement, the Customer Domain Registration Agreement, or any other agreement contemplated in this Agreement by the Reseller or its Customers, including, but not limited to, any representations and warranties set forth below.
iii. Termination for Inactivity . In the event that Reseller does not conduct any transactions for a period of one hundred and eighty (180) consecutive days and no other currently active Reseller Services are purchased by Customers, the Company may immediately terminate this Agreement by written notice to Reseller.
c. Effect of Termination.
i. Upon termination of this Agreement, Registrar will complete any pending domain registrations or domain name renewals processed by Reseller prior to the termination date.
ii. Immediately upon termination of this Agreement, Reseller shall transfer to Company all information that Company deems necessary regarding Registered Name Holders.
iii. Any and all domain name registrations made through Registrar during the term of this Agreement shall remain with Registrar as registrar unless the Registered Name Holder initiates a registrar transfer in accordance with the ICANN Transfer Policy and any other applicable transfer policies established by ICANN and/or Registrar Operator.
iv. The Registrar reserves the right, in its sole discretion, to refuse to renew domains and related services upon termination of this Agreement.
7. RATES, PAYMENTS AND TAXES
a. Advance Account. Resellers must maintain an Advance Account. Payment to the Advance Account may be made by credit card. Payment is expected to appear as available credit in the Advance Account within approximately forty-eight (48) hours.
b. Fees . Under the applicable terms of the Reseller Program, Fees will be deducted from the Advance Account or charged directly to the Customer when the Order is processed. The Company reserves the right to hold or cancel any Order for which there are insufficient funds in the Advance Account to cover the fees associated with the Order. The Registrar may also deduct appropriate bank charges, processing charges, or other service fees it may impose on the Reseller directly from the Advance Account. The Company reserves the right to hold or cancel any Order if the Reseller does not maintain a valid credit card on file, if required by the Company.
c. Chargebacks . In the event that the Reseller issues a chargeback for any payment to the Company, the Company may immediately debit the Advance Account, if applicable, or charge the Reseller the amount of the chargeback, as well as any fees imposed on the Company by its payment processor for such chargeback. Any negative balance in the Advance Account will be immediately due and payable in secured funds. The Company reserves the right to temporarily or permanently suspend the Reseller's access to the Reseller Services or terminate this Agreement if the Reseller issues a chargeback.
d. Refunds .
i. Reseller may be eligible for a refund of an Order under the following circumstances (each a "Refund Event"):
A- Registration of a Registered Name that is deleted within the grace period established by the applicable Registry Operator and for which the Registrar is eligible to receive a refund from the Registry Operator. In most circumstances, the Registry Operator requires that such deletion be requested within five (5) days of the registration date;
B- Non-explicit renewals of a Registered Name for which the Registrar is eligible to receive a refund from the Registry Operator. In most circumstances, the Registry Operator requires that such a refund be requested within thirty (30) days of the date of the non-explicit renewal; or
C- Whois Privacy Services that are canceled in association with Registered Names eligible for refunds pursuant to Section 7(d)(i)(A) or (B). Such refund must be requested within thirty (30) days of the date of purchase or renewal of Whois Privacy.
ii. The Company reserves the right to issue refunds in its sole discretion at any time in connection with any Refund Event. Refunds will be credited to the Reseller's credit card on file or to the Reseller's Advance Account. Refunds will not accrue and will not be paid under any circumstances if (A) the Reseller does not submit a refund request to the Registrar within the timeframe required by Registry Operator in Sections 7(d)(i)(A) and (B), (B) the Reseller does not include current contact details of the Reseller with its request for such refund, (C) the Reseller's credit card information is not on file with the Registrar at the time the refund is first due or the Reseller does not currently have an Advance Account with the Registrar, or (D) the Registrar is unable to obtain a full refund from the Registry Operator for the applicable Refund Event.
e. Prices . The Company will display the current price for each Reseller Service within the Reseller's account. The Company reserves the right to change its prices at any time, and such change will be binding and effective immediately upon notification to the Reseller by email or upon posting to the Reseller's account.
f. Expiration of Registered Names.
A- Reseller acknowledges that it is the Reseller's responsibility to maintain records and reminders regarding the expiration of any Reseller Services purchased by or for a Customer. For Reseller's convenience, and not as a binding commitment, we may notify Reseller of the expiration of such Reseller Services by sending an email to the email address listed in the Reseller's Contact Details.
B- Reseller acknowledges that upon expiration of a Registered Name, Reseller has no rights to such Registered Name or any information associated with it, and that control of such Registered Name will remain with Registrar. Upon expiration of a Registered Name, Registrar may, in its sole discretion, delete a Registered Name or transfer ownership of the Registered Name to any third party. Reseller acknowledges that Registrar shall not be liable to Reseller or any third party for any action taken under this clause.
Taxes. Reseller shall be responsible for any and all applicable taxes in connection with this Agreement and Reseller Services.
8. INDEMNIFICATION
a. Registrar Indemnification. Reseller shall indemnify, hold harmless, and defend Company and its subsidiary and parent entities, predecessors, successors, affiliates, and assigns, the Registry Operators, and all of their respective current and former officers, directors, members, shareholders, agents, and employees (collectively, the “Indemnified Parties”) from and against any and all third-party actions, causes of action, suits, proceedings, claims, or demands, and all resulting judgments, settlements, penalties, damages, losses, liabilities, costs, and expenses, including, without limitation, reasonable attorneys’ fees and costs (each, a “Claim”), arising from: (i) your breach of this Agreement or any of the Company’s policies applicable to the Reseller Services, (ii) the operation, registration, or use of a domain registered by you, or (iii) any negligent act or omission by you.
b. Indemnification of ICANN and Registry Operators. You agree to indemnify, defend, and hold harmless ICANN, Registry Operators, and their respective subcontractors, shareholders, directors, officers, employees, affiliates, and agents from and against any and all Claims arising out of or related to your domain registration and any disputes therein. Some Registry Operators may not allow this indemnification provision to be enforced as set forth herein; in such cases, this provision is in effect to the fullest extent permitted by law as applicable to such Registry Operator.
9. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
a. Disclaimer of Warranty. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT REGISTRATION OR USE OF A REGISTERED NAME OR THE RESELLER SERVICES UNDER THIS AGREEMENT WILL PREVENT (i) CHALLENGES TO THE REGISTERED NAME OR (ii) SUSPENSION, CANCELLATION, OR TRANSFER OF ANY REGISTERED NAME PURSUANT TO THIS AGREEMENT.
b. Limitation of Liability. YOU AGREE THAT NEITHER THE COMPANY NOR ANY OF THE INDEMNIFIED PARTIES SHALL BE LIABLE FOR ANY OF THE FOLLOWING: (i) SUSPENSION OR LOSS OF THE REGISTERED NAME ACQUIRED PURSUANT TO THIS AGREEMENT FOR ANY REASON; (ii) USE OF THE REGISTERED NAME BY YOU OR OTHERS, WHETHER OR NOT AUTHORIZED BY YOU TO HAVE SUCH USE; (iii) BUSINESS INTERRUPTION; (iv) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS, OR INTERRUPTIONS OF ACCESS TO THIS SITE OR THE WEBSITES YOU ACCESS TO OBTAIN THE RESELLER SERVICES; (v) NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION OF DATA; (vi) EVENTS BEYOND THE CONTROL OF THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES; (vii) THE PROCESSING OF ANY REGISTERED NAME; (viii) ANY FAILURE OF ENCRYPTION OR OTHER SERVICES PROVIDED; (ix) APPLICATION OF SECTION 14; OR (x) ANY LOSS OR DAMAGE THAT MAY RESULT FROM TERMINATION OF THIS AGREEMENT. THE COMPANY AND THE INDEMNIFIED PARTIES SHALL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES EXCEED THE ACTUAL TOTAL AMOUNT PAID FOR THE RESELLER SERVICES.
10. INTELLECTUAL PROPERTY
a. Intellectual Property. Subject to the provisions of this Agreement, each Party shall remain the independent owner of its respective intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes, and all other forms of intellectual property worldwide, whether registered or unregistered. Any use and improvement of the intellectual property shall inure to the benefit of, and remain the property of, the Party owning such intellectual property. Without limiting the generality of the foregoing, the Company does not grant Reseller any right to commercially use or any license under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual or proprietary right.
11. OWNERSHIP AND USE OF DATA
a. Reseller agrees and acknowledges that Company owns all worldwide right, title, and interest in and to Registrar’s domain name database (“Domain Database”), and all information and derivative works generated from such domain name database, including, without limitation, information relating to registered names, registered name holders, and the Reseller Services provided to Reseller. Reseller further agrees and acknowledges that Registrar may use the following information in connection with providing Reseller Services and as necessary for domain registrations for which Registrar is the registrar of record: (i) the original creation date of the record; (ii) the expiration date of the record; (iii) the name, mailing address, email address, telephone number, and, where available, fax number of the technical contact, authorized contact, zone contact, and billing contact for the domain name registration; (iv) any remarks about the registered domain that appear or are required to appear in the Whois or similar database; and (v) any other information that Registrar generates or obtains in connection with providing domain registration services, other than the domain being registered, the IP addresses of the primary and any secondary nameservers for the domain, and the corresponding names of those nameservers. Registrar has no ownership interest in your specific personal registration information outside of its rights in its Domain Database. Registrar agrees to take reasonable precautions to protect your specific personal registration information from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
b. The Company and the Service Providers and their designees/agents have the right to back up, copy, publish, disclose, use, sell, modify, and process this data in any form and manner necessary to fulfill any agreement executed by the Registrar to provide Reseller Services in accordance with the terms of this Agreement.
12. MODIFICATIONS TO THE SERVICES AND THE RESELLER AGREEMENT
a. The Company reserves the right to modify or discontinue, temporarily or permanently, the Reseller Services with or without prior notice at any time. The Company shall not be liable to the Reseller or any third party for any modification, suspension, or discontinuance of the Reseller Services.
b. Except as otherwise provided in this Agreement, Reseller agrees that, during the term of this Agreement, Company may revise the terms and conditions of this Agreement. Company will notify Reseller of any material changes to the Agreement, and if Reseller objects, Reseller agrees that its sole remedy is to terminate this Agreement upon ten (10) days' written notice to Company in accordance with Section 16(e) below. In the event that revisions are made to the RAA or any applicable registry or other governmental or non-governmental authority contract, Company may post an amendment that substitutes the revised agreement in lieu of this Agreement, or that otherwise amends, modifies, or replaces this Agreement without prior notice to Reseller if required to do so by ICANN, the applicable Registry Operator, or other governmental or non-governmental authority. Reseller agrees to periodically review the registrar's website, including the current version of this Agreement, to be aware of any such revisions. The Company is not obligated to, nor should it rely on, any representation of (i) any third-party agent, representative, or employee that the Reseller may use to solicit Reseller Services; or (ii) any information posted on the Registrar's website that is of a general informational nature. Furthermore, no employee, contractor, agent, or representative of the Company is authorized to alter or modify the terms and conditions of this Agreement. Only the Company may modify this Agreement through its authorized modification procedures.
13. CONFIDENTIALITY
a. Use of Confidential Information. Reseller's use and disclosure of the Confidential Information disclosed hereunder are subject to the terms and conditions of this Section. With respect to Confidential Information, Reseller agrees that: (i) Reseller will treat as strictly confidential and use all reasonable efforts to preserve the secrecy and confidentiality of all Confidential Information received from the Company, including the implementation of physical security measures and reasonable operating procedures designed to protect the same, which in any event shall be no less stringent than the measures Reseller takes to protect its own confidential information; and (ii) Reseller will not disclose any Confidential Information to others, provided, however, that if Reseller is a corporation, partnership, or similar entity, disclosure shall be permitted to Reseller's officers and employees who have a demonstrable need to know such Confidential Information. Information, provided that Reseller informs such personnel about the confidential nature of the Confidential Information and about the procedures necessary to maintain its confidentiality. The obligations set forth in this section will continue; provided, however, that this section will not impose any obligation on Reseller with respect to information that: (x) is disclosed after the Company's prior written approval; (y) is independently developed by Reseller without the use of Confidential Information; or (z) is made generally available by the Company without restrictions on disclosure.
b. Upon termination of this Agreement: (i) all Confidential Information in Reseller's possession shall be immediately returned to Company or, at Company's sole option, Reseller shall certify the destruction of such Confidential Information; (ii) Reseller shall provide full voluntary disclosure to Company of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and (iii) the obligations of this section shall survive such termination and remain in full force and effect for a period of five (5) years.
c. Reseller agrees that Company shall be entitled to seek all available legal and equitable remedies for Reseller's breach of this Section 13.
14. ARBITRATION; GOVERNING LAW
a. Arbitration .
i. Unless you are located in India, you hereby also agree to the Company's Arbitration Agreement, which is incorporated into this Agreement by reference and can be found here .
ii. Alternatively, if you are located in India, the following provision applies to you:
A- All disputes, controversies and differences arising out of or relating to this Agreement, including a dispute relating to the validity or existence of this Agreement ("Dispute") shall be referred to and settled by arbitration in Mumbai, India, under the provisions of the Arbitration Agreement and Conciliation Act, 1996; provided that, to the extent a party may suffer immediate and irreparable harm for which monetary damages would not be an adequate remedy as a result of the breach or threatened breach by the other party of any obligation hereunder, such party may seek equitable relief, including injunctive relief, from a court of competent jurisdiction, which shall not be bound by this Section. The arbitral tribunal shall consist of one (1) arbitrator jointly appointed by the parties within fifteen (15) days from the date of the first written recommendation of an arbitrator by one party to the other. If the parties fail to agree on the appointment of such an arbitrator, then the arbitrator will be appointed in accordance with the provisions of the Arbitration and Conciliation Act 1996. The language of the arbitration shall be English. As part of the terms of the appointment of the arbitrators, the arbitrators shall be required to submit a final and binding award or awards within six (6) months of the appointment of the sole arbitrator (jointly appointed by the parties). The parties shall use their best efforts to assist the arbitrator(s) in achieving this goal, and the parties agree that this six (6) month period shall only be extended in exceptional circumstances, to be determined by the arbitrator(s) in their sole discretion. The arbitral award rendered by the arbitrator shall be final and binding on the parties and shall be enforceable in accordance with its terms. The arbitrator shall state the reasons for his or her findings in writing. The parties agree to be bound by it and to act accordingly. All costs of the arbitration shall be borne equally by the parties.
b. Governing Law Unless you are located in India, any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement, or the breach of this Agreement, including any claim based on an alleged tort, shall be governed by the substantive laws of the Commonwealth of Massachusetts. If you are located in India, any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement, or the breach of this Agreement, including any claim based on an alleged tort, shall be governed by the substantive laws of the Republic of India. Notwithstanding the foregoing, the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
15. MISCELLANEOUS
a. Personal Information. The Company incorporates its Privacy Policy by reference. Please read our Privacy Notice by clicking here . In addition, you hereby represent that you have provided the Company's Privacy Notice to any individual whose personal data you disclose to the Company and that you have obtained their consent to the foregoing.
b. Force Majeure . Neither Party shall be deemed to be in breach of this Agreement to the extent that its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riot, act of government, or any other cause beyond the reasonable control of such Party; provided that the Party whose performance is affected by such event shall notify the other Party in writing within ten (10) Business Days of such event or occurrence.
c. Assignment . Reseller may not assign or transfer this Agreement, or any of Reseller's rights or obligations hereunder, without Registrar's prior written consent. In addition, Reseller must comply with any applicable ICANN transfer process between the Company. Any attempted assignment in violation of the foregoing provision will be null and void. Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents to perform its duties and exercise its rights hereunder, without your consent. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. You agree that Company may transfer your domain name from one accredited registrar to another accredited registrar without requiring your consent, to the extent not prohibited by ICANN or applicable registry rules or applicable law.
d. Advertising . Reseller shall not create, publish, distribute, or permit any written, oral, or electronic material that references the Company or its Service Providers or utilizes any trademarks or service marks of the Company or its Service Providers without prior written consent. Reseller grants Company the right to recommend and/or refer Reseller's name and details to Customers, and to use Reseller's name in promotional and marketing materials relating to their use of the Reseller's Services.
e. Notice . Notice to the Reseller will be sufficient if provided in writing and transmitted by email to the current email address included in the Reseller Contact Details. Notice to the Company will be sufficient only if provided in writing and transmitted by email to the Company's email address below, delivered personally or by a nationally recognized courier service, or sent by prepaid registered mail to the address:
f. Survival . In the event of termination of this Agreement for any reason, Sections 8 (Indemnification), 9 (Disclaimer of Warranty; Limitation of Liability), 10 (Intellectual Property), 13 (Confidentiality), and 14 (Arbitration; Governing Law), plus any sections that by their nature should survive termination, will survive.
g. Language . All notices, designations, and specifications made under this Agreement shall be in the English language only.
h. Dates and Times . All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Company's registered office.
i. Construction . Any reference in this Agreement to gender shall include all genders, and words importing only the singular number shall include the plural and vice versa.
j. Disclaimer. There are no representations, warranties, conditions, or other agreements, express or implied, statutory or otherwise, between the Parties relating to the subject matter of this Agreement, except as specifically set forth herein.
k. No Third-Party Beneficiaries. This Agreement does not, and shall not be construed to, provide any third party (i.e., non-parties to this Agreement), including any Customer or prospective customer of Reseller, with any remedies, claims, causes of action, or privileges against the Company or its Service Providers.
l. Independent Contractors. Reseller and Company are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Reseller shall have no authority to make or accept offers or representations on behalf of Company. Reseller shall not make any statements, whether on its website or otherwise, that reasonably contradict anything in this Agreement.
m. Entire Agreement; Severance. This Agreement, including the specific policies referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, representations, statements, negotiations, understandings, proposals, or undertakings, whether oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effectuate the intent of the Parties and the validity, legality, and enforceability of the Agreement. The remaining provisions of this Agreement shall not in any way be affected or impaired thereby.