Legal Agreements

This Acceptable Use Policy (“AUP”) governs your use of the Services and is incorporated by reference into our Terms of Service. Unless otherwise stated, defined terms in this AUP have the meanings provided to them in the Terms of Service. We may modify this AUP at any time without notice.

You shall use the Services only for lawful purposes. Transmission, storage, or display of any information, data, or material in violation of applicable laws or regulations, including without limitation the laws of the Commonwealth of Massachusetts, is prohibited. We reserve the right to terminate the Services for any Customer that exposes the Company to legal liability or threatens its ability to provide services to other customers. You agree to indemnify and hold the Company harmless from any claims resulting from your use of the Services.

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Prohibited Uses

You may not use the Services to publish content or engage in activity that is harmful to others or illegal under applicable law. Any content that, in our judgment, violates our Terms of Service, including this AUP, in any manner may be removed from our servers (or otherwise disabled), with or without notice. Examples of prohibited content and activities can be found in this section.

Zero Tolerance Spam Policy

Wemaintain a zero tolerance policy for use of our network or services to send unsolicited bulk or commercial e-mail, or the sending, assisting, or commissioning the transmission of commercial e-mail that does not comply with the U.S. CAN-SPAM Act of 2003 (“SPAM”). Please review this section to avoid action under our AUP.

Defamation and Objectionable Content

We respect that the Internet provides a forum for free and open discussion and dissemination of information. Accordingly, we generally do not screen, monitor or control customer content. However, if we are made aware of content that violates the law or this AUP, we will consider the matter and take appropriate action as determined in our sole discretion balancing the merits of the complaint with the right to freedom of expression.

Enforcement

We may terminate your Services with or without notice upon any violation of this AUP. This section describes how we may enforce this AUP.

Reporting AUP Violations

If you feel you have discovered a violation of our AUP, please review this section to learn about our reporting procedures.

1. Prohibited Uses:

1. No Illegal or Harmful Use – You may not use the Services to publish content or engage in activity that is harmful to others or illegal under applicable law , including without limitation in connection with any of the following illegal, harmful or fraudulent activities:
   1. Disclosing private sensitive personal information about others;
   2. Distributing malware or other malicious code;
   3. Engaging in the unlawful distribution of controlled substances and drug contraband;
   4. Engaging in the unlawful distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription;
   5. Gambling;
   6. Hosting child pornography or content that is potentially harmful to minors (Any website found to be hosting child pornography or linking to child pornography will be suspended immediately without notice and reported to law enforcement or the National Center for Missing and Exploited Children (NMEC);
   7. Hosting FOREX, E-Gold Exchange, Second Life/Linden Exchange, Ponzi, MLM/Pyramid Scheme, High-Yield Interest Programs (HYIP) or related sites;
   8. Hosting or linking to a website intended to deceive the public including, but not limited to sites listed at aa419.org & escrow-fraud.com ;
   9. Hosting or linking to an anonymous proxy server;
   10. Infringing upon the Intellectual Property Rights of Others. This includes, but is not limited to, the unauthorized copying or distribution of movies, music, books, photographs, software/warez, or any other copyrighted work. If you believe that your intellectual property rights are being infringed upon, please notify us by completing the Report Abuse form, or emailing us at abuse@resellerclub.com
   11. Money laundering;
   12. Phishing or engaging in identity theft; and
   13. Selling weapons or ammunition.
2. No Unauthorized System Access or Network Abuse – You may not use the Services to gain access into any network or system without permission. Prohibited activities include:
   1. Accessing another network without permission, to probe or scan for vulnerabilities or breach security or authentication measures;
   2. Attacking other networks (i.e. Denial of Service (DoS) attacks);
   3. Intercepting or monitoring data without permission;
   4. Running a file sharing site;
   5. Running any software that interfaces with an IRC (Internet Relay Chat) network;
   6. Using any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, index, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of our website or servers for any unauthorized purpose;

3. Don’t Hamper System Performance – Consuming excessive amount of server resources is prohibited. This leads to server performance issues and may cause a disruption to our systems or other customers. Use of any scripts or processes that may adversely impact our systems is prohibited.
4. No Adult Content – You may not use the Services to distribute pornography or other adult-related content or offer any escort services.
5. No Storage of Backups – Backing up personal data to a hosting account is prohibited. Our Services are designed to host your website, not serve as a data repository . We reserve the right to remove backups from your hosting account.

2. Zero Tolerance Spam Policy

1. You may not use the Services to send spam or bulk unsolicited messages. We maintain a zero tolerance policy for use of its network or services in any manner associated with the transmission, distribution or delivery of any bulk e-mail, including unsolicited bulk or unsolicited commercial e-mail, or the sending, assisting, or commissioning the transmission of commercial e-mail that does not comply with the U.S. CAN-SPAM Act of 2003 (“SPAM”).

2. “Safe lists,” purchased lists, and selling of lists will be treated as SPAM. We may terminate the account of any User who sends out SPAM with or without notice.

3. Websites advertised via SPAM (i.e. Spamvertised) may not be hosted on our servers. This provision includes, but is not limited to, SPAM sent via fax, phone, postal mail, email, instant messaging, or usenet/newsgroups. No organization or entity listed in the ROKSO may use our Services. Any User account which results in our IP space being blacklisted will be immediately suspended and/or terminated.

4. Please familiarize yourself with the CAN-SPAM Act. Information about the CAN-SPAM Act may be found by accessing the following link: https://www.ftc.gov/business-guidance/resources/can-spam-act-compliance-guide-business

3. Defamation and Objectionable Content

1. 1. We value the freedom of expression and encourages Users to be respectful with the content they post. As a webhost, we are not a publisher of User content and generally not in a position to investigate the veracity of individual defamation claims or to determine whether certain material, which we may find objectionable, should be censored. Accordingly, we generally require a court order from a court of competent jurisdiction, as determined by the Company in its sole discretion, to take down alleged defamatory or objectionable content. However, we reserve the right to disable or remove any content to prevent harm to others or to the Company, as determined in our sole discretion.

4. Enforcement

1. Resellers.
   1. If there is a violation of this AUP by a User of a Reseller, we will suspend the account in question and notify the Reseller so that the Reseller can address the matter with the User. The occurrence of additional violations on a User account may result in the immediate suspensions or termination of your Reseller account.

2. Direct customers.
   1. Your Services may be terminated with or without notice upon any violation of this AUP.
3. If applicable, violations will be reported to the appropriate law enforcement agency.
4. A failure to respond to an email from our compliance team within forty-eight (48) hours, or as otherwise specified in the email, may result in the suspension or termination of your Services.
5. We reserve the right to enforce, or not enforce, this AUP in our sole discretion.

5. Reporting violations of this AUP. If you feel you have discovered a violation of our AUP, please complete the Report Abuse form, or email us at abuse@resellerclub.com.

6. Grievance Officer. You may choose to contact the Grievance Officer by emailing grievance-officer@resellerclub.com or by mail to the following:

Attn: Grievance Officer,
Unit 401, 4th floor, IT Bldg 3, Nesco IT Park,
Nesco Complex, Goregaon (E), Mumbai - 400063,
Maharashtra, India.
Grievance officer phone number: 022-67209095

This file was last modified on 22nd December 2022

ResellerClub takes intellectual property rights very seriously and it is our policy to respond to clear notices of alleged copyright infringement. This Copyright Policy describes the information that should be present in these notices and is incorporated by reference into our Terms of Service . It is designed to make submitting notices of alleged infringement to us as straight forward as possible while reducing the number of notices that we receive that are fraudulent or difficult to verify. Unless otherwise stated, defined terms in this Copyright Policy have the meanings provided in the Terms of Service .

COMPLAINT PROCEDURE:

To file a notice of alleged infringement with us, a complainant must provide a written notice that includes the complainant’s full contact information and sets forth the items specified below.

1. Name, address, phone number, email address (if available) and physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf;
2. Identification of the copyrighted work(s);
3. Identification of the infringing material you are asking us to remove or disable, and the Internet location of the infringing material;
4. Any additional information required to be included in a copyright infringement complaint under applicable law (as we may request from you as necessary)
5. A statement that you have a good faith belief that use of the disputed material is not authorized by the copyright owner, its agent or the law;
6. A statement that the information in the complaint is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; AND
7. Your signature.

Please submit your complaint in one of the following ways:

Email the signed notification to : abuse@resellerclub.com

Mail the signed notification to: resellerclub, ATTN: DMCA Compliance, Unit 401, 4th floor, IT Bldg 3, Nesco IT Park, Nesco Complex, Goregaon (E), Mumbai - 400063, Maharashtra.

Please note that you maybe liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing your copyright. Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.

resellerclub may respond to take-down notices by removing or disabling access to the allegedly infringing material and/or by terminating services. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact you and/or administrator of the affected site or content.

resellerclub may document notices of alleged infringement it receives and/or on which we action is taken. As with all legal notices, a copy of the notice may be made available to the public and sent to one or more third parties who may make it available to the public.

COUNTER NOTICE PROCEDURE FOR CUSTOMERS:

Upon receipt of notice from resellerclub that a claim of infringement has been made and/or that the material has been removed or that access to it has been disabled, you may provide a counter notice pursuant to applicable law.

To be effective, a counter-notice must include ALL of the following information:

• A physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• Your name, address, and telephone number, and a statement that the customer consents to the jurisdiction of Federal District Court for the judicial district in which you are located, or if your address is outside of the United States, the jurisdiction of the U.S. District Court for the District of Massachusetts, and that you will accept service of process from the complainant or the complainant’s agent.

Upon receiving a proper counter-notice pursuant to applicable law, resellerclub will take reasonable steps to restore the material in 10-14 business days unless the copyright owner commences court proceedings to prevent the restoration of the material and resellerclub is informed of such proceedings.

This file was last modified on 13th December 2023.

1. Privacy Notice. Please see ResellerClub's Privacy Notice for further information on what information ResellerClub collects, how it is used and when it may be disclosed. Subject to ResellerClub's Privacy Notice, this Data Request Policy describes the types of data requests that ResellerClub may receive and how ResellerClub may respond to such requests.
2. Types of Requests. ResellerClub may receive the following types of requests concerning its Subscribers:
   1. Data Requests. A data request is a request for information or documents relating to Subscriber accounts in connection with official criminal investigations or other legal proceedings. Except in limited emergency situations (see below), ResellerClub requires data requests to be made through formal U.S. legal process and procedures, and such requests will be handled in accordance with applicable law. Examples of acceptable data requests include:
      1. Subpoenas
      2. Court Orders
      3. Search Warrants
      4. Legal process received from outside the United States may require a Mutual Legal Assistance Treaty (MLAT) with the United States
      5. Other forms of legal process such as Civil Investigative Demands
   2. Preservation Requests. A preservation request asks ResellerClub to preserve Subscriber account records in connection with official criminal investigations or other official legal proceedings. Preservation requests must include the following information:
      1. Identification of the account(s) at issue (as further described in Section 6 below);
      2. Identification of the investigating agency and/or specific pending official proceedings (requests must be signed on law enforcement letterhead);
      3. Assurances that the requesting agency or individual is taking steps to obtain appropriate legal process for access to the data that ResellerClub is being asked to preserve; and
      4. A valid return email address and phone number.
3. Emergency Requests. An emergency request is only appropriate in cases involving imminent serious bodily harm or death. We respond to emergency requests when we believe in good faith that such harm may occur if we do not respond without delay.
4. Disclosure of Non-Public Domain Registrant Information. As the sponsoring registrar or reseller of certain domain names governed by the Internet Corporation for Assigned Names and Numbers (“ICANN”), ResellerClub must permit third parties with a legitimate interest to access masked (non-public) registrant information subject to the data subject’s rights under the General Data Protection Regulation (“GDPR”) or other similar privacy laws as applicable.
5. Notice to ResellerClub Subscribers. ResellerClub's policy is to notify its Subscribers of requests for their data unless ResellerClub is prohibited from doing so by applicable law or court order.
6. Information to Include in a Request. The following information must be included in a request for Subscriber data:
   1. First and last name of the Subscriber and email address associated with the account; and
   2. Domain name, username and/or IP address associated with the account.
7. NOTE. A Request that only includes an IP address may be overly broad and insufficient for ResellerClub to locate a Subscriber account. Please include additional identifiers such domain name or username whenever possible. ResellerClub may not be able to respond to a request without this information.

Additionally, we reserve the right to request a copy of the complaint and any supporting documentation that demonstrates how the information requested is related to the pending litigation and the underlying subpoena.

7. Sending a Request to ResellerClub. All data requests should be sent to:

Attn: ResellerClub
Unit 401, 4th floor, IT Bldg 3, Nesco IT Park,
Nesco Complex, Goregaon (E),
Mumbai - 400063, Maharashtra.

Email : support@resellerclub.com

IMPORTANT NOTE: IN THE EVENT YOU SEND US A NOTICE OF ANY KIND VIA EMAIL AND DO NOT RECEIVE A RESPONSE FROM ResellerClub, PLEASE SUBMIT A DUPLICATE COPY VIA MAIL. DUE TO THE VAGARIES OF THE INTERNET AND EMAIL COMMUNICATION IN PARTICULAR, INCLUDING THE OCCASIONAL UNINTENDED EFFECTS OF SPAM FILTERS, SENDING AN ALTERNATE FORM OF NOTICE WILL HELP ASSURE THAT YOUR NOTICE IS RECEIVED BY ResellerClub AND ACTED ON IN A TIMELY MANNER.

8. Fees. ResellerClub may seek reimbursement for costs in responding to requests as provided by law and may charge additional fees for costs in responding to unusual or burdensome requests.
9. Available Information. Subject to receiving a valid request, ResellerClub may provide data as follows:
   1. Non-Content. We will produce non-content information such as basic subscriber information which may include the following subject to a valid request:
      1. Name
      2. Email addresses
      3. Date and time of account creation
      4. Billing information
      5. IP Logs
   2. Content. ResellerClub will only produce Subscriber content (such as website files and email content) pursuant to a valid search warrant from an entity with proper jurisdiction.

This file was last modified on 13th December 2023

This Domain Registration Agreement (“Registration Agreement”) is between you, the person or entity registering a domain or domains, and the Company (as defined below), as the sponsoring registrar, or acting as reseller for the sponsoring registrar identified in the WHOIS record which may be retrieved here. For all customers outside of India, “Company”, ”we”, “us” or “our” shall refer to P.D.R Solutions (U.S.) LLC, and for all customers in India, the same shall refer to Endurance International Group (India) Private Limited. By using the Company’s domain registration services (the “Services”), you agree to be bound by this Registration Agreement. Please read this agreement carefully.

We may modify, add, or delete portions of this Registration Agreement at any time. In such event, we will post a notice that we have made significant changes to this Registration Agreement on our website for at least 30 days after the changes are posted and will indicate at the bottom of this Registration Agreement the date these terms were last revised. Any revisions to this Registration Agreement will become effective (i) 30 -days after the notice for modification, addition or deletion has been posted or (ii) the first time you access or use the Services after such changes. If you do not agree to abide by this Registration Agreement, you are not authorized to use or access the Services.

You acknowledge and agree that the Company may modify this Registration Agreement with or without notice in order to comply with any terms and conditions set forth by Internet Corporation for Assigned Names and Numbers (“ICANN”) and/or the applicable registry administrators (“Registry Administrators”) for the top level domains (“TLD”) or country code top level domains (“ccTLD”).

1. Our Services

Your domain registration will be effective upon occurrence of all of the following:

1. 1. You accept all terms and conditions of this Registration Agreement and the the Company’s Terms of Service and its ancillary documents;
   2. The Company accepts (in its sole discretion) your domain registration application;
   3. The Company receives payment of the registration, renewal and reinstatement fees, as applicable; and
   4. The Company delivers the domain registration information you provide to the registry administrator for the applicable TLDs and the Registry Administrator puts into effect your domain registration application.
2. Limitation of Liability

You understand that the Company does not control all aspects of the domain registration process. For example, once you submit a domain registration, the Company forwards the information contained in the registration to the appropriate Registry Administrator for processing and actual registration of the name. The Company disclaims, and you agree, that the Company is not liable for any inaccuracies regarding the registration information relating to (i) the input of the information by you; and (ii) the input of the information by the Registry Administrator. The Company will not be held liable, nor refund a domain name registration due to spelling errors/typos.

3. Multiple Domain Registrations

The Company, in accordance with ICANN policies, reserves the rights to refuse to register multiple domain registrations.

4. Fees
   1. Payment of fees as a condition to domain registration. As consideration for the domain registration service provided by the Company, you agree to pay the Company, prior to the effectiveness of the desired domain registration, all registration and other applicable fees as indicated via the payment method selected at the time of registration. All fees are non-refundable, in whole or in part, even if your domain registration is suspended, cancelled or transferred prior to the end of your then-current registration term. It is the responsibility of the listed registrant for the domain name to maintain records appropriate to document and prove the initial domain name registration date.
   2. Reservation of right to modify fees. The Company reserves the right to modify fees, surcharges, and renewal fees or to institute new fees at any time with 30 days’ notice, for any reason, at its sole discretion.
   3. Credit card charge-backs for domain registrations. In the event of a charge-back to the Company by the credit card company (or similar action by another payment provider used by us) for the credit card used in connection with the payment of the registration or other fee, you agree and acknowledge that the domain registration shall be transferred to the Company, as the paying entity for that registration to the registry(ies) and that we reserve all rights regarding such domain including, without limitation, the right to make the domain available to other parties for purchase. the Company also reserves the right to lock your account and the remainder of your domains until we receive your payment of any administrative fees and/or chargeback fees. In the Company’s sole discretion, we may reinstate your domain registration, subject to the Company’s receipt of the registration fee and any administrative and/or chargeback fees described above.
   4. Credit card charge-backs for non-domain registration services. In the event of a charge-back by the credit card company (or similar action by another payment provider) for the credit card used in connection with the payment of a non-domain registration fee, you agree and acknowledge that service shall not initiate or will be discontinued, if previously in use, and any information maintained by the service may be deleted along with your account and the remainder of your services being locked until we receive your payment of any administrative fees and/or chargeback fees. In the Company’s sole discretion, we may reinstate your services, subject to the Company’s receipt of the non-domain registration fee and any administrative and/or chargeback fees described above.
5. Required Domain Registration Information
   1. Registration information. As part of the domain registration process and in accordance with ICANN policies, a Registered Name Holder is required to submit, and update within seven (7) days of any change, complete and accurate information, including the following (collectively, the “Registration Information”):
      • The domain registrant’s name and postal address;
      • The domain being requested;
      • Administrative contact information, including the name, postal address, email address, telephone number, and where available, fax number of the administrative contact for the domain; and
      • Technical contact information, including the name, postal address, email address, telephone number, and where available, fax number of the technical contact for the domain; and
      • Billing contact information, including the name, postal address, email address, voice telephone number, and where available, fax number of the billing contact for the domain.
   2. Additional registration information. In addition, in accordance with ICANN policies, the Company is obligated to submit and keep current, complete and accurate additional information relating to a domain registration, which may include the following (collectively, “Additional Registration Information”):
      • The original creation date of the domain registration;
      • The submission date and time of the registration to us and by us to the proper registry;
      • Communications (electronic or paper form) constituting registration orders, modifications, or terminations and related correspondence between you and us;
      • Account records for your domain registration, including dates and amounts of all payments and refunds;
      • The IP addresses of the primary nameserver and any secondary nameservers for the domain;
      • The corresponding names of those nameservers;
      • The name, postal address, email address, voice telephone number, and where available, fax number of the technical contact for the domain;
      • The name, postal address, email address, voice telephone number, and where available, fax number of the administrative contact for the domain;
      • The expiration date of the registration; and
      • Information regarding all other activity between you and us regarding your domain registration and related services.
   3. Use of Registration Information and Additional Registration Information. You agree and acknowledge that the Company will make available the Registration Information and the Additional Registration Information to ICANN; to other third party Registry Administrators such as VeriSign, Inc., Global Names Registry Ltd., Neustar, Inc., Afilias USA, Inc., Global Domains International; and as applicable laws may require or permit. Additionally, you acknowledge and agree that ICANN and the Registry Administrators may establish guidelines, limits and/or requirements that relate to the amount and type of information that the Company may or must make available to the public or to private entities, and the manner in which such information is made available. Further, you hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain (including any updates to such information), whether during or after the term of your registration of the domain. Moreover, you hereby irrevocably waive any and all claims and causes of action that may arise or have arose from such disclosure or use of your Registration Information and the Additional Registration Information.
   4. Information updating and accuracy obligations. As a condition to continued registration of your domain, you must provide us with updated Registration Information within seven (7) days of any changes to such information. You may review, modify or update your Registration Information by accessing the Company’s domain manager service, domain management console or similar service, made available at our website. In accordance with ICANN policies, you acknowledge and agree that if you willfully provide inaccurate information or fail to update your Registration Information within seven (7) days of any change, then you will be in material breach of this Registration Agreement and we may in our sole discretion cancel your domain registration. You further agree that your failure to respond within ten (10) days to any inquiry by the Company concerning the accuracy of the Registration Information or to contact the Company immediately upon discovery of any willful inaccuracy (including, e.g., phone number listed as 000-0000) associated with your domain registration shall constitute a material breach of this Registration Agreement and will be sufficient basis for cancellation of your domain registration. You further represent that you have obtained consent from any third-party individuals whose personal data you have provided as Registration Information.
   5. Information requirements for renewals. Upon renewal of your domain registration, the type of information you are required to provide may have changed. If you do not wish to provide the new required information, your domain registration may not be renewed.
   6. Ownership of data. You agree and acknowledge that the Company owns all database, compilation, collective and similar rights, title and interests worldwide in our domain database (“Domain Database”), and all information and derivative works generated from such Domain Database, which contains Registration Information and Additional Registration Information. You further agree and acknowledge that the Company may use the following information for those domain 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, email address, voice telephone number, and where available fax number of the technical contact, authorized contact, zone contact and billing contact for the domain registration; (d) any remarks concerning the registered domain that appear or should appear in the WHOIS or similar database; and (e) any other information the Company generates or obtains in connection with the provision of domain registration services, other than the domain being registered, the Internet protocol (IP) addresses of the primary nameserver and any secondary nameservers for the domain, and the corresponding names of those nameservers. The Company does not have any ownership interest in your specific personal registration information outside of its rights in its Domain Database. The Company agrees to take reasonable precautions to protect your specific personal registration information from loss, misuse, unauthorized access or disclosure, alteration or destruction.
   7. Registrant Verification. You understand and agree that Registrar is required to verify the Registered Name Holder’s email address within 15 days of any registration, transfer, or change to the Registered Name Holder’s contact information. The Domain Name Holder’s failure to verify the contact information within 15 days constitutes a material breach of this Registration Agreement and will result in the immediate suspension of the domain name(s) and associated service(s).

In addition, you understand and agree that Registrar is required to verify any changes to any WHOIS contact information within 15 days of any change. The Domain Name Holder’s failure to verify such changes within 15 days constitutes a material breach of this Registration Agreement and will result in the immediate suspension of the domain name(s) and associated service(s).

6. Domain Privacy Service
   1. If you purchased domain privacy services (“Domain Privacy”), you agree that your Registration Information will be replaced in any public WHOIS search with information provided by the Company as determined in its sole discretion (the “Private WHOIS Contact Information”).
   2. Although the Private WHOIS Contact Information will appear in any public WHOIS search result, you are solely responsible for resolving any and all monetary, creditor, or other claims that arise in connection with a legal or other dispute involving your domain name registration. Use of the Domain Privacy service in no way alleviates your obligation to provide valid and accurate Registration Information and to update and correct such information pursuant to the terms of this Registration Agreement.
   3. The Domain Privacy service is NOT a general mail forwarding service. You agree that you will not provide any third party with the Private WHOIS Contact Information for the purpose of having such third party transmit communications to you. The Company may immediately terminate the Domain Privacy service and, at its sole option, disclose the Registration Information in the event that you breach this Agreement.
   4. Notwithstanding anything to the contrary, you agree that the Company may, but is not obligated to, review and forward communications in connection with your domain name that it receives. You hereby authorize the Company to receive, sort, open, forward, and destroy any and all mail sent to our address at our sole discretion. You specifically acknowledge that the Company is not obligated but may forward to you certified or traceable courier mail (such as UPS or Federal Express deliveries), legal notices, or first class U.S. postal mail; however, the Company will NOT forward “junk” mail or other unsolicited communications (whether delivered through fax, postal mail, or telephone), and you further authorize the Company to either discard all such communications or return all such communications to the sender. You agree that: (i) postal mail may be forwarded via regular mail forwarding or scanned and emailed electronically to the email address listed in the Registration Information; (ii) emails will be forwarded to the email address listed in the Registration Information; and (iii) callers will be directed to use the mailing or email address listed on the Private WHOIS Contact Information and we will forward such mail or email pursuant to the terms of this section; we will not relay phone messages to you. You agree to waive any and all claims arising from your failure to receive communications directed to your domain name but not forwarded or referred to you by the Company.
   5. If any domain name for which you are using the Domain Privacy service is transferred to another registrar, Domain Privacy will automatically cease and no refund will be given for any unused portion of the service.
   6. Failure to renew the Domain Privacy service while your domain name registration is still valid will result in the Domain Privacy being suspended, terminated or cancelled and your Registration Information will be displayed in any public WHOIS search. Domain Privacy renewals after initial purchase will be at the standard list price, which is available by logging in to your account.
   7. The Company expressly reserves the right, in its sole discretion and without any liability to you whatsoever, to suspend or cancel your use of the Service and/or reveal the Registration Information in any public WHOIS search or to any third party at any time without notice to you:
      • To comply with any applicable laws, rules, regulations or requirements, or with any subpoenas, court orders, official government inquiries or requests of law enforcement;
      • To comply with ICANN’s Uniform Domain Name Dispute Resolution Policy ;
      • To resolve any and all third-party claims, whether threatened or made, arising out of your use of the Domain Privacy service, including without limitation, to avoid a dispute of any claim that the registered domain name violates or infringes a third party’s trademark, trade name, or other legal rights;
      • In the event you breach any provision of this Registration Agreement or any other agreement you’ve entered into with the Company, including, but not limited to, the Terms of Service;
      • To comply with the rules, procedures, or practices of the registry that governs the domain name extension receiving the Domain Privacy service and to protect the integrity and stability of the applicable domain name registry;
      • To avoid any financial loss or legal liability (civil or criminal) on the part of the Company, its parent companies, subsidiaries, affiliates, shareholders, agents, officers, directors, or employees;
      • To prevent inappropriate activity that comes to the Company’s attention, including without limitation if you are using Domain Privacy to hide your involvement in illegal or morally objectionable activities, including without limitation, activities that are intended to or otherwise: (i) appeal purely to the prurient interests of third parties; (ii) defame, embarrass, harm, abuse, threaten, or harass third parties; (iii) violate state or federal laws of the United States and/or foreign territories; (iv) involve hate crimes, terrorism, or child pornography; (v) are tortious, vulgar, obscene, invasive of a third party’s privacy, racially, ethnically, or otherwise objectionable; (vi) impersonate the identity of a third party; (vii) harm minors in any way; or (viii) relate to or transmit viruses, Trojan Horses, access codes, backdoors, worms, time bombs, or any other code, routine, mechanism, device or item that corrupts, damages, impairs, interferes with, intercepts or misappropriates any software, hardware, firmware, network, system, data, or personally identifiable information.
   8. Pursuant to paragraph 3.7.7.3 of ICANN’s Registrar Accreditation Agreement (“RAA”) , you agree that if you license use of a Registered Name (as that term is defined in the RAA) to a third party, you are nonetheless the Registered Name Holder of record (as that term is defined in the RAA) and are responsible for providing the full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the Registered Name. A Registered Name Holder licensing use of a Registered Name according to this provision shall accept liability for any harm caused by wrongful use of the Registered Name, unless the Registered Name Holder 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 reasonable evidence of actionable harm.
7. Domain Parking
   1. Upon registration, the domain will be automatically placed on name servers provided by the Company, and Internet users that type in the domain will be redirected to a “coming soon” page (collectively, “parking a domain” or a “parked domain”). There is no charge for parking a domain. You hereby consent to and authorize the Company’s placement of a “coming soon” page, and its associated contents, on your parked domain. You may change the name server configuration (or “un-park” the domain) after the registration is complete. If you need to register name servers using the domains that you are currently registering, the names will initially be parked with the Company until you modify the name servers after the domain registration is complete, using your account manager.
   2. In the event your domain registration expires, your registration is no longer valid. If you are able to renew the domain name, you may update the domain to its original settings. After expiration, but prior to renewal, the domain may be pointed to an “expired” page (collectively, “parking a domain” or a “parked domain”). There is no charge for the parked domain. By not renewing the domain, the Company may place an “expired” page, and its associated contents, on the parked domain. You may change the name server configuration (or “un-park” the domain) after the renewal is complete. If you need to register name servers using the domains that you are currently renewing, the names will initially be parked with the Company until you modify the name servers after the domain renewal is complete, using your account manager.
   3. The “coming soon” and/or “expired” pages may contain advertisements and other materials selected by the Company, in the Company’s sole discretion. This may include, but is not limited to third-party websites, third-party product and service offerings, and/or Internet search engines. The Company reserves the right to collect and retain all revenue obtained from such advertising and other materials.
   4. DNS Wildcard. In the event you utilize the Company’s DNS management services and fail to configure a wildcard DNS for your domain, the Company may insert wildcard DNS records to resolve subdomains of your domain that would not otherwise resolve. The Company may point those subdomains to a web page that may contain advertisements and other materials selected by the Company in the Company’s sole discretion. This may include, but is not limited to, third-party websites, third-party product and service offerings, and/or Internet search engines.
8. Registration Renewal
   1. Renewal obligations. You are solely responsible for ensuring that any and all domains and additional services are renewed prior to their expiration, should you so desire their renewal. You may renew your domain at any time before the expiration date. the Company shall have no liability to you or any third party in connection with the renewal, including, but not limited to, any failure or errors in renewing the services.
   2. You may be notified at the Company’s sole discretion when renewal fees are due. Should these fees go unpaid within the time specified in a notice or reminder regarding renewal, your registration will be cancelled. Payment must be made by such other method as we indicate in the renewal form. If your billing information is not accurate, you are solely responsible for the failure to renew.
   3. Autorenewal. You agree that if you paid for any services provided hereunder by credit card or other payment service (such as PayPal), you hereby authorize but do NOT obligate, the Company to automatically charge your credit card or payment service account and renew the applicable service(s) on or before their renewal date using the credit card or other acceptable payment information you have provided to the Company, unless you notify the Company that you do not wish to participate in the Company’s automatic renewal process. The Company must receive notification of your intent to not renew (opt-out) no later than sixteen (16) days prior to the renewal date. In the absence of such notification from you, the Company will automatically renew, for a period of one (1) or two (2) years, as set forth by the applicable registry depending on the TLD or ccTLD of your domain name, any domain that is up for renewal and will charge the credit card or payment service account you have on file with the Company, at the Company’s then current rates. You are solely responsible for the credit card or other payment information you provide to the Company and must promptly inform the Company of any changes thereto (e.g., change of expiration date or account number). If the credit card or payment service account has expired or is otherwise invalid, you are solely responsible for a failure to renew and the Company shall not be liable for your failure.
   4. Expired domain names. You agree that we may place our contact information in the WHOIS output for any expired domain name, as the failure to renew results in the immediate cancellation of registration and loss of all rights to the domain name. Should you choose not to renew your domain name, you agree that we may, in our sole discretion, renew and transfer the domain name to a third party on your behalf as an Expired Domain Transfer (“ED Transfer”).
   5. New customers through domain auction or brokerage partners and/or ED Transfers. If you are registering a domain name that was registered with, and not yet deleted by, the Company at the time of your purchase, you acknowledge and agree that the term of your registration will be for a period of one year from the original expiration date for the domain name immediately prior to your purchase, as the registration is the result of an ED Transfer (defined above). You will not be compensated for the inability to use the domain from the time it was expired until the time you are able to use the domain in your account. NOTE: You may not transfer your domain name to another Registrar for sixty (60) days from the date of any previous transfer.
9. Domain Dispute Resolution Policy

You agree to be bound by the appropriate domain dispute resolution policy (“Dispute Policy”) applicable to the domain that you have selected, including the Uniform Domain Name Dispute Resolution Policy, which can be found here. The Dispute Policy has been developed by ICANN and/or the specific Registration Administrator(s) and is incorporated by reference in this Registration Agreement. Certain disputes are subject to the applicable Dispute Policy. In the event such dispute arises, you agree that you will be subject to the provisions specified in the applicable Dispute Policy in effect at the time your domain registration is disputed by a third party. You further agree that, in the event a domain dispute arises with any third party, you will indemnify and hold the Company harmless pursuant to the terms and conditions contained in the applicable Dispute Policy. The Dispute Policy may be modified at any time by ICANN or the applicable Registry Administrator, and your continued use of the domain registered to you after any such Dispute Policy modification shall constitute your acceptance of the modified Dispute Policy and this Registration Agreement. If you do not agree to any of such changes, you may request that your domain registration be cancelled or transferred to a different domain registrar. For the adjudication of disputes concerning or arising from use of the second level domain (“SLD”) name, the SLD holder shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the SLD holder’s domicile and (2) where registrar is located. In addition, you agree to the rules of ICANN’s Uniform Rapid Suspension (“URS”) and to submit to any proceedings commenced pursuant to the URS, if applicable.

10. Change of Registrant Of Domains
    1. Change of Registrant. Effective December 1, 2016, for all gTLDs, any material changes to a domain name registrant’s name, company, email address, or to the administrative contact email address (if there is no registrant email address) are subject to ICANN’s Transfer Policy (available at https://www.icann.org/resources/pages/transfer-policy-2016-06-01-en ).
    2. We are required to deny a change of registrant for any of the following reasons:
       • the domain name registration agreement has expired and the registrant no longer has the right to renew the domain name or to transfer the domain name to another registrar;
       • the change of registrant was not properly authorized by the Prior Registrant and the New Registrant; or
       • the domain name is subject to a domain name dispute proceeding, including, but not limited to, the following:
         • Uniform Domain-Name Dispute-Resolution Policy (UDRP) ( https://www.icann.org/resources/pages/help/dndr/udrp-en );
         • Uniform Rapid Suspension (URS) ( https://www.icann.org/resources/pages/urs-2014-01-09-en );
         • Registrar Transfer Dispute Resolution Policy ( https://www.icann.org/resources/pages/tdrp-2012-02-25-en );or
         • a court order.
       • Unless a change of registrant is otherwise prohibited, the Prior Registrant and the New Registrant, or their Designated Agents, must confirm the change of registrant within 60 days of the request.
       • Unless you opt out of the transfer lock when you request a change of registrant, you may not transfer your domain registration to another domain registrar for sixty (60) days following the change of registrant.
    3. Designated Agent. You hereby explicitly authorize us to act as “Designated Agent” to approve a change of registrant on behalf of the Prior Registrant and the New Registrant, consistent with and pursuant to the requirements of ICANN’s Transfer Policy .
    4. Transfer of registration to another registrant. The entity or person named as the “registrant” at the time the controlling user name and password are secured shall be the registrant of the domain. You agree that prior to the effectiveness of any transfer of ownership of your domain to another entity, the Company reserves the right to enforce any amount published for the transfer of ownership of a domain. You further agree that, as a condition of any such transfer of ownership of the domain, the party to which you seek to transfer your domain shall agree in writing (electronic acceptance is acceptable) to be bound by the terms and conditions of this Registration Agreement. Your domain will not be transferred until we receive such written assurances (or reasonable assurance as determined by the Company in its sole discretion) and actual payment of the transfer fee, if any is imposed. You acknowledge and agree that if you attempt to transfer your domain registration without paying the Company the amount published for the transfer of ownership of a domain, or if the entity to which you seek to transfer your domain fails to agree in writing to be bound by all terms and conditions of this Registration Agreement, any such transfer will be null and void, and will result in your domain registration being revoked without a refund of any charges you have incurred in attempting to register or transfer that domain.
    5. When changing the name of registrant within the Company, you agree that at the Company’s discretion, the domain name may be changed back to the registrant listed immediately prior to the change upon written (email is acceptable) request within five (5) days (or such reasonable time as determined at the Company’s discretion) by registrant that was listed immediately prior to change or in the event of suspected fraud in connection with the change of the registrant name as determined by the Company in its sole discretion.
    6. Transfer of registration to or from another registrar. When transferring a domain name into the Company as the new registrar of record and simultaneously changing the name of registrant or subsequently changing the name of registrant, you agree that the domain name may be re-transferred back to the losing registrar upon written (email is acceptable) request by registrant that was listed immediately prior to transfer or upon request by losing registrar or in the event of suspected fraud in connection with the transfer as determined by the Company in its sole discretion. At the time of transfer into the Company, you must complete all required information requested through the online transfer application, i.e., contact information, nameserver information, etc. the Company may elect to accept or reject your domain name transfer application for any reason at its sole discretion. You are not entitled to any refund in relation to the domain name transferred to another registrar.
    7. RESTRICTIONS ON REGISTRAR TRANSFERS. For generic top-level domains governed by ICANN, you agree that you may not transfer your domain registration to another domain registrar during the first sixty (60) days from the effective date of your: (1) initial domain registration or (2) completion of a domain transfer into the Company. If you choose to utilize our transfer lock service, you agree to provide written authorization (electronic acceptance is acceptable) to the Company for the transfer of the domain to another registrar and agree to pay any and all fees that may be charged by the Company to effect the transfer. You agree your request to transfer your domain to another registrar may be denied pursuant to the Transfer Policy (available here ).
    8. For country-code top-level domains, as established by each registry, you agree that you may not transfer a domain to another registrar during the first sixty (60) days of the initial registration or after expiration of the domain. You agree your request to transfer your domain to another registrar may be denied pursuant to the Transfer Policy (available here ).
11. Agents and Licensing

You agree that, if you are registering a domain and listing someone other than yourself as the registrant, you represent and warrant that you have the authority to bind the person or entity listed as registrant as a principal to this Registration Agreement, including the applicable Dispute Policy. The name listed as registrant of the domain or the appropriate officer of a listed Organization (at the Company’s discretion) may individually choose to move the domain into another account for full access to the domain, irrespective of wishes of agent/account owner/other listed contacts on that particular domain (e.g. admin, billing). Further, you agree that if you license the use of the domain registered to you to a third party, you nonetheless remain the domain holder of record, and remain responsible for strict compliance with this Registration Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) accurate Registration Information and Additional Registration Information. Further, you accept liability for any actions of the licensee using the domain unless you promptly disclose the current contact information provided to you by the licensee and the identity of the licensee to any party providing reasonable evidence of actual harm.

12. Representations and Warranties

In the event that, in registering the domain, you are providing information related to a third party, you hereby represent and warrant 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 Registration Agreement, and (b) that you have obtained that third party’s express consent to the disclosure and use of that party’s information as set forth in this Registration Agreement. You further represent that, to the best of your knowledge and belief, neither the registration of the domain nor the manner in which it is directly or indirectly used infringes the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your domain registration is accurate.

13. Indemnification
    1. Indemnification of the Company. You will indemnify, hold harmless, and defend the Company and its subsidiary and parent entities, predecessors, successors, affiliates, and assigns, the Registry Administrators, and all of their respective current and former officers, directors, members, shareholders, agents, and employees (the “Indemnified Parties”) from any and all Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees and costs)), which arises out of: (a) your breach of this Registration Agreement or any of the Company’s policies applicable to this domain registration or related services, (b) the operation of your domain, (c) any negligent act or omission by you, or (d) any third party claim, action, or demand related to the registration or use of the domain registered in your name (and this indemnification is in addition to any indemnification required under the Dispute Policy). “Reasonable attorneys’ fees and costs” as used in this Section 13 includes without limitation fees and costs incurred to interpret or enforce this Section 13. the Company may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. The Company will provide you with reasonably prompt notice of any Claim.
    2. Indemnification of ICANN and Registry Operators. You agree to indemnify, defend, and hold harmless ICANN, Registry Operator(s) (including but not limited to VeriSign, Inc., Public Interest Registry, Afilias Limited, SITA, NeuLevel, Inc., and NeuStar, Inc.) and their respective subcontractors, shareholders, directors, officers, employees, affiliates and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs and any other expenses arising out of or related to your domain registration and any disputes regarding same. Some Registry Operators may not allow this indemnification provision to apply, as contained herein; in such cases, this provision is in effect to the full extent permitted by law as applicable to such Registry Operator.
    3. These indemnification obligations shall survive the termination or expiration of this Registration Agreement.
14. Warranty Disclaimer; Limitation of Liability
    1. Disclaimer of warranty. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS REGISTRATION AGREEMENT OR ANY OF ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, WITHOUT ANY LIMITATION TO THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A DOMAIN UNDER THIS REGISTRATION AGREEMENT WILL PREVENT CHALLENGES TO YOUR DOMAIN REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF ANY DOMAIN REGISTERED TO YOU.
    2. Limitation of liability. YOU AGREE THAT THE COMPANY AND THE INDEMNIFIED PARTIES, AS DEFINED IN SECTION 12(a) OF THIS REGISTRATION AGREEMENT, WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING: (A) SUSPENSION OR LOSS OF THE DOMAIN REGISTRATION IN YOUR NAME; (B) USE OF YOUR DOMAIN REGISTRATION BY YOU OR OTHERS, WHETHER OR NOT AUTHORIZED BY YOU TO HAVE SUCH USE; (C) INTERRUPTION OF BUSINESS; (D) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEBSITE(S) YOU ACCESS BY THE DOMAIN REGISTERED IN YOUR NAME; (E) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (F) EVENTS BEYOND THE COMPANY’S OR ANY OF SUCH INDEMNIFIED PARTIES’ REASONABLE CONTROL; (G) THE PROCESSING OF YOUR DOMAIN APPLICATION; (H) ANY FAILURES OF ENCRYPTION OR OTHER SERVICES PROVIDED; OR (I) APPLICATION OF THE DISPUTE POLICY. THE COMPANY AND THE INDEMNIFIED PARTIES ALSO WILL 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 SUCH INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S OR ANY OF SUCH INDEMNIFIED PARTIES’ MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR REGISTRATION OF THE DOMAIN THAT IS AT ISSUE FOR THE THEN-CURRENT PERIOD OF REGISTRATION.
15. Term and Termination
    1. Term. The term of this Registration Agreement commences on the day you accept this Registration Agreement to the day until the occurrence of any of the following: (a) your domain registration is cancelled; (b) your domain is transferred to a third party; or (c) your domain expires or is terminated (in accordance with Section 15.c, below) (collectively, “Termination”). Your obligation to pay any fees or other amounts under this Agreement which arose prior to expiration or other termination of this Registration Agreement shall survive any such expiration or termination.
    2. Domain suspension, cancellation or transfer. You acknowledge and agree that your domain registration is subject to suspension, cancellation or transfer (cancellation or transfer collectively referred to as, “Cancellation”) (a) to correct mistakes by the Company, another registrar, or a Registry Administrator in administering the domain name or (b) for the resolution of disputes concerning the domain pursuant to an ICANN policy or procedure. It is your responsibility to verify if any domain is infringing anyone else’s rights, prior to registration. If the domain name you have registered is found to be infringing on another person’s rights, determined in the Company’s discretion, the Company has the right to cancel your registration immediately. If you are in willful violation of our agreement, you will not be entitled to any refund. You also agree that the Company shall have the right in its sole discretion to suspend, cancel, transfer or otherwise modify a domain registration upon up to seven (7) calendar days prior notice or after such time as the Company receives a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the suspension, cancellation, transfer or modification of the domain registration.
    3. Termination. The Company reserves the right to suspend, cancel, transfer or modify your domain registration if: (a) you materially breach this Registration Agreement (including the Dispute Policy) and do not cure such breach within ten (10) days of notice by the Company; (b) you use the domain to send unsolicited email, in violation of this Registration Agreement or applicable laws; (c) you use your domain in connection with unlawful activity; or (d) you otherwise violate this Registration Agreement as determined by the Company in its sole discretion. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY COSTS ASSOCIATED WITH THE TERMINATION OF YOUR RIGHTS TO THE DOMAIN NAME.
    4. Survival. The following provisions will survive Termination or Cancellation of this Registration Agreement: Sections 2, 9, 12, 13, 14, 15 and 16.
16. Additional Terms
    1. Personal Data. The Company incorporates its Privacy Notice 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 person whose personal data you disclose to the Company and that you have obtained their consent to the foregoing.
    2. Governing law; jurisdiction. Except as otherwise set forth in the Dispute Policy with respect to disputes, this Registration Agreement, your rights and obligations and all actions contemplated by this Registration Agreement shall be governed by as follows. Unless you are 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 upon an alleged tort, shall be governed by the substantive laws of the Commonwealth of Massachusetts. If you are 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 upon 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.

1. 3. Arbitration. Your use of the Services is also governed by the following:

Unless you are in India, you also hereby agree to the Company’s Arbitration Agreement, which is incorporated into this Agreement by reference and can be found here.

Alternatively, if you are in India, the following provision applies to you:

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 resolved by arbitration in Mumbai, India under the provisions of the Arbitration 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 other party’s breach or threatened breach of any obligation hereunder, such party may seek equitable relief, including an injunction, from a court of competent jurisdiction, which shall not be subject to this Section. The arbitration tribunal shall consist of one (1) arbitrator jointly appointed by the parties within fifteen (15) days from the date of first recommendation for an arbitrator in written form for a party to the other. If the parties fail to agree on appointment of such arbitrator, then the arbitrator shall be appointed as per the provisions of Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. As part of the terms of the appointment of the arbitrator(s), the arbitrator(s) shall be required to produce a final and binding award or awards within six (6) months of the appointment of the sole arbitrator (jointly appointed by the parties). Parties shall use their best efforts to assist the arbitrator(s) to achieve this objective, and the parties agree that this six (6) month period shall only be extended in exceptional circumstances, which are to be determined by the arbitrator(s) in its absolute discretion. The arbitral award passed by the arbitrator shall be final and binding on the parties and shall be enforceable in accordance with its terms. The arbitrator shall state reasons for its findings in writing. The parties agree to be bound thereby and to act accordingly. All costs of the arbitration shall be borne equally by the parties.

1. 4. Notices. You agree that any notices required to be given under this Registration Agreement by the Company to you will be deemed to have been given if delivered in accordance with the contact information you have provided.
   5. Relationship. The Company and you are independent contractors and nothing contained in this Registration Agreement places the Company and you in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
   6. Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Registration Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
   7. Severability. If any provision or portion of any provision of this Registration Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
   8. Assignment. You may not assign or transfer this Registration Agreement or any of your rights or obligations hereunder, without the prior written consent of the Company and/or without using the Company’s domain transfer process in compliance with ICANN’s policies. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. The Company may assign its rights and obligations under this Registration Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Registration Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. You agree that the 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 by applicable law.
   9. Intellectual property. Except for your Content (as defined above), all content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively, “Company Content”), are the proprietary property of the Company. No Company Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purposes in any form or by any means, in whole or in part, other than as expressly permitted in this Registration Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any Company Content. Any use of the Company Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to use of the services and the Company Content granted herein. All rights of the Company or its licensors that are not expressly granted in this Registration Agreement are reserved to the Company and its licensors.
   10. Entire agreement. This Registration Agreement, and the attachments and documents referenced herein, including but not limited to the applicable Dispute Policy (as modified from time to time), constitute the complete and exclusive agreement between you and the Company, and supersede and govern all prior proposals, agreements, or other communications with respect to the subject matter hereof.

APPENDIX 1.

ADDITIONAL REGISTRY REQUIREMENTS

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by, which incorporates by reference, all agreements, guidelines, policies, practices, procedures, registration requirements or operational standards of the TLDs in which you register any domain.

TO LINK TO AND REVIEW THE REGISTRY POLICIES FOR THE TLD IN WHICH YOU WISH TO REGISTER A DOMAIN NAME, PLEASE CLICK HERE.

This file was last modified on August 14th, 2020.

Index

1. Who We Are
2. Information Collected
3. Information Use
4. Disclosing Information
5. Your Options
6. Data Security
7. Children
8. Reseller Relationships
9. Changes to this Policy
10. Contacting Us

We,"ResellerClub", are committed to protecting any data that we collect concerning you. The purpose of this Privacy Policy is to enable you to understand what personal information of yours is collected, how and when we might use or share your information, and how you can correct any inaccuracies in the information. This Privacy Policy also explains our online information practices and the choices you can make about the way your information is collected and used. By using our services (the “Services”) you agree to the use, collection and disclosure of the data that we collect in accordance with this Privacy Policy. For all customers outside of India, “Company”, “we”, “us” or “our” shall refer to P.D.R Solutions (U.S.) LLC, and for all customers in India, the same shall refer to Endurance International Group (India) Private Limited. Both P.D.R Solutions (U.S.) LLC and Endurance International Group (India) Private Limited are subsidiaries of The Endurance International Group, Inc. (“Endurance”).

The information that ResellerClub collects in connection with the Services is hosted on servers located in the United States (U.S.), unless otherwise provided. By using the Services, you freely and expressly give ResellerClub your consent to export your information and data to the U.S..

This Privacy Policy applies to all users who sign up for services before May 23, 2018. Beginning on May 23, 2018, our new Privacy Policy will apply to all new users and all users in the EU/EEA member countries. The new Privacy Policy will be effective on June 23, 2018 for users outside the EU/EEA member countries who signed up for services before May 23, 2018. The legacy version of the Privacy Policy will remain posted here until July 23, 2018 for your reference.

1. Who We Are

ResellerClub provides cloud-based solutions, including web hosting, domain name registration and related products and services, to businesses, individuals, non-profit organizations and others. As part of the Endurance family, we are able to provide a variety and range of products and services to help customers with their technology needs. To learn more about the Endurance corporate family, click here .

The information that we collect in connection with the Services is hosted on servers located in the United States and in India, unless otherwise provided. Your data may be processed or accessed outside of the European Economic Area countries by us or our service providers. By using the Services, you freely and expressly give us your consent to export your information and data outside of the European Economic Area.

2. Information Collected

We collect the following types of information from you to provide you with the products and services you purchased and for the purposes described below. We may collect any or all of the information via both automated means such as communications profiles or cookies.

Personal Information. The personal information we collect depends on the type of service, support, or sales inquiry, and may include your name, address, telephone number, fax number and email address, IP address, domain name, dates of service provided, types of service provided, payment history, manner of payment, amount of payments, date of payments, credit card or other payment information. The financial information will only be used to bill you for the products and services you purchased. If you purchase by credit card, this information may be forwarded to your credit card provider. When transferring personal information a security icon will appear in your browser.

Cookies and Tracking. Your Internet browser has the in-built facility for storing small text files called “cookies” that hold information which allow a website to recognize your account. We use cookies to save your preferences and login information, and to provide personalized functionality. We may use cookies to collect, store, and sometimes track information for statistical purposes to improve the products and services we provide and to manage our telecommunications networks. More specifically, we use different types of cookies for different purposes: (i) “required cookies” are necessary for our website to work properly, (ii) “performance cookies” allow us to analyze how Visitors use our website so we can measure and improve the performance of our website, (iii) “functional cookies” allow us to remember choices you may have made on our website, and (iv) “advertising cookies” are used to present ads that are relevant to your interests. We may utilize cookies to track referrals from internal and external affiliates, as well as advertising campaigns. We may also use a third party service provider to send emails that you have agreed to receive. Pixel tags and cookies may be used in those email messages to help us measure the effectiveness of our advertising and to enable us to provide more focused marketing communications to you. You can reject cookies by changing your browser settings, but be aware that this will disable some of the functionality on our website.

Customer Surveys. We may periodically conduct customer surveys. Participation in our customer surveys is voluntary. However, we encourage our users to participate in these surveys because they provide us with important information that helps us improve the types of services we offer and how we provide them to you. Your personal information, if provided, will remain confidential, even if the survey is conducted by a third party service provider on our behalf.

Social Media. Our website includes social media features (such as the Facebook “Like” button). These features may collect your IP address and which page you are visiting on our website, and may set a cookie to enable the feature to function properly. Social media features and widgets may be hosted by a third party or directly on our website. Your interactions with these features are governed by the privacy policy of the company providing the feature.

Data and Information Submitted to Third Parties on Our Network. This Privacy Policy does not apply to data or personal information that may be submitted to, or collected by, third-party websites hosted by us or to domain names registered by us. Such websites and domain names are not owned or controlled by the Company. You should independently evaluate the privacy policies of such third-party websites before submitting data or personal information to them

3. Information Use

Personal Information. The information we collect is used for billing and to provide service and support to our customers. We may study this information to determine our customers’ needs and to promote certain products and services or additional support. We may also generate non-identifying and aggregate profiles from information that you provide during registration (such as the total number of customers in a given category). This aggregated and non-identifying information may be used to promote advertisements that appear on our website and in connection with our services.

We take reasonable precautions to prevent unauthorized access to your information. Accordingly, we may require you to provide additional forms of identity should you wish to obtain information about your account details. We may also use the information you provide to email Company newsletters to the primary contact e-mail on file, or to contact you about other products or services that we think may be of interest.

Log Files. We use IP addresses to analyze trends, administer our site and servers, track access, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. However, it is possible that personal information about a customer may be included in the log files due to the normal functions of IP addresses and Web browsing.

Customer Surveys. We may use the contact and other information provided to follow up with you to help resolve issues internally or with our third party partners. For example, we may contact you based on their survey answers or to highlight certain changes we made in response to your feedback.

4. Disclosing Information

Partners and Sponsors. Some of our products or services are offered or promoted in conjunction with a partner or sponsor, or another brand or company within our corporate family. We may share your information with these parties to offer the product or service or to facilitate your use of additional amenities included with your ResellerClub account. For example, one of our partners may provide services to you based on links that you access from your control panel.

We may also disclose aggregate, anonymous data based on information collected from users to potential partners, reputable third parties and other companies or brands within our corporate family. We will only share your information with third parties that agree to maintain your information in confidence and to use it solely for purposes of providing the product or service as agreed to by us.

Service Providers. We may transfer (or otherwise make available) your personal information to third parties that help us provide our services or provide services on our behalf. For example, we may use service providers to authorize and process payments, administer surveys, or run promotions. Your personal information may be maintained and processed by our third party service providers in the United States or in other jurisdictions. Our service providers are given the information they need to perform their designated functions, and we do not authorize them to use or disclose personal information for their own marketing or other purposes.

Online Advertisements. We do not share personally identifiable information about you with advertisers. We may display online advertisements and we may share aggregated and non-identifying information about you that we collect through the registration process or through online surveys and promotions with certain advertisers. In some instances, we use this aggregated and non-identifying information to deliver tailored advertisements. For example, an advertiser may tell us the audience they want to reach (e.g., males between 25 and 55 years of age) and provide us with an advertisement tailored to the audience. Based upon the aggregated and non-identifying information we have collected, we may then display the advertisement to the intended audience.

Customer Surveys. We may share information obtained from customer surveys within the Company and our corporate family, and with trusted third parties to develop or provide products and services that we believe would be of interest to you.

Domain Registration. In certain jurisdictions or pursuant to the rules of the Internet Corporation for Assigned Names and Numbers (“ICANN”) or certain registries, the contact information you provide to register a domain name (“Domain Name Registration Information”) has to be made available and accessible to the public through a “WHOIS” search. The WHOIS database is a publicly accessible database that lists the Domain Name Registration Information for a particular domain name, the name server(s) to which the domain name points, and the domain name’s creation and expiration date. The Domain Name Registration Information you provide is hosted by us or a third party service provider and is made available to the public through WHOIS searches. At times, customers may receive solicitations that result from searches of the publicly available WHOIS database by other companies or individuals. Any such solicitations or SPAM do not come from us and we do not control the use of WHOIS information by third parties. Further, pursuant to ICANN rules, we are required to make WHOIS data available to any third party that enters into a bulk access agreement. While ICANN allows individuals to opt-out (using the account management panel, domain management console or similar service) of having their WHOIS information made available to third parties through bulk access, companies, such as ours, businesses, and other organizations do not have the ability to opt-out of having their information made available to a third party that enters a bulk access agreement. We may also deposit your Domain Name Registration Information with a third-party escrow provider to comply with ICANN requirements.

Sale of Business. If the Company is involved in a merger, acquisition, or sale of all or a material portion of its assets, change in corporate control, or insolvency or bankruptcy proceedings, you will be notified via email or a prominent notice will be placed on the website of any such change in ownership or use of your personal information as well as any choices you may have regarding your personal information.

Legal and Compliance Reasons. We may access, preserve and share your information with companies, organizations, governmental entities or individuals outside of the Company if we believe, in good faith, that the law requires us to do so. This may include, but is not limited to, responding to subpoenas, court orders or other legal processes (such as law enforcement requests). We may also access, preserve and share your information as necessary to: (i) establish or exercise our legal rights or defend against any legal claim including threatened claims involving the Company based on the anonymity of a domain name; (ii) investigate, prevent, or take action regarding suspected fraud or other illegal activities; (iii) prevent death or serious physical harm to any person; or (iv) investigate violations of our Terms of Service.

5. Your Options

Correcting/Updating Personal Information. If your information changes, or if you no longer desire our services, we will endeavor to provide a way to correct, update or remove that your personal data in our records. In most cases, this can be achieved via our billing system at www.resellerclub.com/support or by emailing us at support@resellerclub.com

Public Forums. Please remember that any information you may disclose or post on public areas of our websites or the Internet, becomes public information. You should exercise caution when deciding to disclose personal information in these public areas. To request removal of your personal information from our community forums or testimonials, contact us at support@resellerclub.com . In some cases, we may not be able to remove your personal information, in which case we will let you know why we are unable to do so.

6. Data Security

We use technical security measures to prevent the loss, misuse, alternation or unauthorized disclosure of information under our control. We use security measures including and not limited to: physical, electronic and managerial procedures to safeguard and secure the information we collect online. All sensitive information is collected on a secure server. When we ask you to provide financial information (such as a credit card number) that data is protected using Secure Sockets Layer (“SSL”) technology.

7. Children

This website is not directed towards children and we do not seek to collect any personal information from children. If we become aware that personal information from a child under the age of 13 has been collected, we will use all reasonable efforts to delete such information from our database.

8. Reseller Relationships

In addition to all of the terms and conditions set forth above, the following terms apply to you if you are a reseller (“Reseller”).

Information Related to Data Collected through Resellers . We may collect information under the direction of our Resellers, but we have no direct relationship with the our Resellers’ client, customers or users (“Reseller Users”) or the personal data provided, processed or obtained by our Resellers. Reseller Users should direct all queries to the Reseller.

Choice. Reseller Users who would no longer like to be contacted by such Reseller, should contact the Reseller from whom such Reseller User purchased products or services.

Data Retention. We retain personal data we process on behalf of our Resellers for as long as needed to provide services under the relationship. We will retain, use and disclose this personal information as necessary (i) to comply with our legal obligations, resolve disputes and enforce our agreements, and (ii) as described in Section 4 above, to disclose information to service providers and for domain registration and legal and compliance reasons.

9. Changes to this Policy

We reserve the right to revise, amend, or modify this Privacy Policy at any time and in any manner. However, if we plan to materially change how we plan to use or disclose previously collected personal information, we will provide you with thirty (30) days’ advance notice prior to the change becoming effective and an opportunity to opt-out of such differing uses. We encourage you to periodically review this page for the latest information on our privacy practices.

10. Contacting Us

Concerns. We encourage individuals covered by this Privacy Policy to raise any concerns about our processing of personal information by contacting us at:

Legal Department, Unit No. 501, 5th Floor, IT Building 3, Nesco IT Park, Nesco Complex, Western Express Highway, Goregaon (East) Mumbai 400 063, India

E-mail: compliance@resellerclub.com

We will endeavor to resolve any concerns.

Questions. If you have any questions about our Privacy Policy, or if you want to know what information we have collected about you, please email us at compliance@resellerclub.com

This file was last modified on August 1, 2017.

This Reseller Agreement (the “Agreement”) is made, entered into and executed on the date on which you electronically consent to the Agreement (the “Effective Date”), by and among you (“Reseller”), The sponsoring ICANN-accredited registrar (“Registrar”) identified in the WHOIS record which may be retrieved here ,and either (i) P.D.R Solutions (U.S.) LLC (for all Resellers outside of India) (“PDR”) or (ii) Endurance International Group (India) Private Limited (for all Resellers in India) (“DWTPL”). The Registrar, PDR and DWTPL are subsidiaries of The Endurance International Group, Inc. and may hereinafter be collectively referred to as the “Company.” The Company and Reseller may be referred to individually as a “Party” and collectively as the “Parties.” WHEREAS, the Registrar processes Customers’ domain registrations, renewals and transfers using the Registrar’s credential (“Registration Services”); WHEREAS, the Company provides Reseller Services and performs all technical, support and administrative functions relating to such Reseller Services, including Registration Services; and WHEREAS, Reseller wishes 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
   1. 1. “Advance Account” refers to the balance of funds maintained by Reseller with the Company as required in the Reseller Program.
      2. “Business Day” refers to a weekday, Monday through Friday, excluding all India or U.S. public holidays as applicable.
      3. “Confidential Information,” as used in this Agreement, shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by the Company to Reseller under this Agreement, whether written, transmitted, oral, through Registrar Website or otherwise, that is marked as “Confidential” or that by its nature and content, it is reasonable to believe is confidential and proprietary.
      4. “Controller” shall be defined as it is under the GDPR.
      5. “Customer” refers to the direct or indirect customer of Reseller.
      6. “Fees” refers to the payment due to the Company pursuant to any Order.
      7. “GDPR” shall refer herein 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.
      8. “gTLD” refers to the top-level domain(s) of the DNS delegated by ICANN pursuant to a registry agreement that is in full force and effect, and does not include any country code TLD (“ccTLD”) or internationalized domain name (“IDN”) country code TLD.
      9. “ICANN” is the Internet Corporation for Assigned Names and Numbers.
      10. “Order” refers to a Reseller Service purchased directly or indirectly by a Reseller, pursuant to this Agreement.
      11. “Personal Data” is data about any identified or identifiable natural person.
      12. “Processor” shall be defined as it is under the GDPR.
      13. “RAA” is the Registrar Accreditation Agreement entered into by ICANN and Registrar, or one of Registrar’s affiliated companies.
      14. “Registered Name” is 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 engaged in providing registry services) maintains data in a database operated by the Registry Operator, arranges for such maintenance, or derives revenue from such maintenance.
      15. “Registered Name Holder” is the owner of record of a Registered Name as listed in the Whois record.
      16. “Registrar Website” refers collectively to [www.publicdomainregistry.com] and [BRAND SITE].
      17. “Registry Operator” is the person or entity responsible for providing registry services for a specific gTLD or ccTLD.
      18. “Reseller Contact Details” refers to the name, address, phone number, fax number, email address, and website(s) of Reseller that Reseller provides to Registrar.
      19. “Reseller Program” refers to any of the Company’s current reseller programs which provide Resellers and its Customers with direct or indirect use of the Company’s servers, software, interfaces, products and API and third party products, as currently described or later modified, and any reseller programs to be offered by the Company in the future.
      20. “Reseller Services” refers to all products and services which the Company is providing, rendering, or selling directly to Reseller or which Company makes available to Reseller for resale to Customers as applicable pursuant to this Agreement, including but not limited to the Registration Services.
      21. “Service Providers” refers individually and collectively to any third party that the Company may, directly or indirectly, engage, employ, outsource, or contract with 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 required to perform services pursuant to the terms of this Agreement and as authorized by the Company.

2. RIGHTS AND OBLIGATIONS OF REGISTRAR
   1. 1. Pursuant to the Whois Accuracy Specification Program published by ICANN, Registrar shall verify the email address of the Registered Name Holder by sending an email to the Registered Name Holder requiring 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 registration, transfer, or modification of the Registered Name Holder’s Whois contact information. If the Registered Name Holder fails to verify the email address, Registrar shall suspend the Registered Name. In addition, within fifteen (15) calendar days after receiving any changes to the Whois contact information related to any Registered Name sponsored by Registrar, Registrar shall attempt to validate such change. If the Registered Name Holder fails to verify the contact changes, Registrar shall suspend the Registered Name.
      2. Pursuant to the Expired Registration Recovery Policy (the “ERRP”), Reseller shall send expiration renewal reminders to the Registered Name Holder via email and must suspend services to the domain upon expiration pursuant to the ERRP.
      3. The Company expressly reserves the right to deny any Order or cancel any Order within thirty (30) days of processing. In such case, the Company may refund the fees charged for the Order, after deducting any processing charges for the Order.
      4. Notwithstanding anything to the contrary, the Company expressly reserves the right to, without notice or refund: (i) access, delete, suspend, deny, cancel, modify, intercept, analyze, copy, backup, redirect, log usage of, monitor, limit access to or of, take ownership of, or transfer any Order; (ii) delete, suspend, freeze, or modify Reseller’s access to Reseller Services; (iii) publish, transmit, share data from any Order with any person or entity, or contact any entity associated with an Order, to recover any payment from Reseller for any service rendered 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 from any Order with any person or entity, or contact any entity associated with any Order pursuant to the Company’s Privacy Notice, or (v) correct any mistakes associated with any Order, including with processing or executing any Order, with retroactive effect.
      5. In case 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, without limitation, to an IP address which hosts a parking page or a commercial search engine for monetization purposes (“Redirection”); provided however, Reseller may opt out of such Redirection by providing the Company with written notice; provided, further that Company may perform any activity, including Redirection or disruption of a web page as required under ICANN’s Expired Registration Recovery Policy. Reseller acknowledges that the Company does not control and is not able to monitor the content on 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 rule, regulation or law. Accordingly, Registrar expressly disclaims any liability or damages caused directly or indirectly by such redirection.
      6. The Reseller Services are subject to export control and economic sanctions laws, rules, regulations and/or Executive Orders administered or enforced by the United States Department of Commerce, Department of the Treasury's Office of Foreign Assets Control ("OFAC"), Department of State, and other United States 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. In addition, 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 target of OFAC sanctions (including Cuba, Iran, Syria, North Korea, or the 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 U.S. Government license. Unless otherwise provided with explicit written permission, the Company also does not register, and prohibits 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. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Reseller Services. The Company may terminate any Reseller or Customer account that the Company determines, in its sole discretion, is in violation of any U.S. Trade Laws.
      7. Registrar may utilize all information necessary from any and all Orders to comply with the data escrow deposit requirements established by 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 RESELLER
   1. 1. 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 shall contain all provisions and notices required by the RAA and any applicable ICANN Consensus Policies, including, but not limited to the following:
         1. Reseller shall be required to submit to Registrar accurate and reliable contact details for any Registered Name and to correct and update such contact details 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 details include: full name, postal address, e-mail address, telephone number, and fax number, if available, of the Registered Name Holder; name of authorized person for contact purposes if the Registered Name Holder is an organization, association, or corporation; and the data elements listed in RAA Subsections 3.3.1.2, 3.3.1.7 and 3.3.1.8.
         2. A Registered Name Holder’s willful provision of inaccurate or unreliable information or failure to update information provided to Registrar via Reseller within fifteen (15) days of receiving an inquiry from Reseller or Registrar concerning the accuracy of contact details associated with the Registered Name Holder’s registration shall constitute a material breach of the Customer Domain Registration Agreement between Customer and Reseller and will be a basis for suspension and/or cancellation of the Registered Name registration.
         3. Any Registered Name Holder that intends to license use of a domain name to a third party is nonetheless the Registered Name Holder of record and is responsible for providing its own full contact information and for providing and updating accurate technical and administrative contact information sufficient to facilitate timely resolution of any problems that arise in connection with the Registered Name. A Registered Name Holder licensing use of a Registered Name shall accept liability for any harm caused by wrongful use 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 providing the Registered Name Holder reasonable evidence of actionable harm.
         4. Reseller shall notify each new or renewed Registered Name Holder of, and shall obtain consent for, each of the following:
            1. The purposes for which any Personal Data collected from the Customer 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 Registry Operator;
            3. Which data are obligatory and which data, if any, are voluntary; and
            4. How the Registered Name Holder or data subject can access and, if necessary, correct the data held about them.
         5. Registered Name Holder shall represent that notice has been provided equivalent to that described in RAA Subsection 3.7.7.4 to any third-party individuals whose Personal Data are supplied to the Company by the Registered Name Holder, and that the Registered Name Holder has obtained consent equivalent to that referred to in RAA Subsection 3.7.7.5 of any such third-party individuals.
         6. Reseller agrees that it will not process Personal Data collected from the Registered Name Holder in any way incompatible with the purposes or limitations stated in its notice to the Registered Name Holder provided in accordance with RAA Subsection 3.7.7.4 .
         7. Reseller agrees that it will take reasonable precautions to protect Personal Data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
         8. Registered Name Holder shall represent that, to the best of the Registered Name Holder’s knowledge and belief, neither the registration of the Registered Name nor the manner in which it is directly or indirectly used infringes the legal rights of any third party.
         9. For the adjudication of disputes concerning or arising from 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 Registered Name Holder’s domicile and (2) where Registrar is located.
         10. Registered Name Holder shall agree that its registration of the Registered Name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN specification or policy, or pursuant to any registrar or registry procedure not inconsistent with any ICANN specification or policy: (1) to correct mistakes by Registrar or the Registry Operator in registering the name or (2) for the resolution of disputes concerning the Registered Name.
         11. Customer shall indemnify and hold harmless both Company and Registry Operator and each of its 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 Registered Name Holder’s domain name registration.
         12. Reseller shall identify the registrar of record when requested.
         13. Reseller shall require its Customers to consent to ICANN’s Uniform Domain-Name Dispute-Resolution Policy and Uniform Rapid Suspension (URS).
         14. Reseller shall require its Customers to agree to explicitly authorize Registrar to act as designated agent to approve a change of registrant on behalf of the prior registrant and the new registrant, consistent with the requirements of ICANN’s Transfer Policy.
         15. Reseller and Customer shall agree that the Company shall be an intended third party beneficiary to the Customer Domain Registration Agreement.
      2. 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 which is no less protective of the Company than this Agreement and which contains the same obligations on the Customer contained herein as applicable to Reseller. Reseller acknowledges and agrees that Reseller will be responsible for ensuring each Customers’ compliance with applicable terms and conditions, including with respect to Section 3, and shall be responsible for any liability resulting from Customer’s noncompliance with such terms and conditions.
      3. Reseller shall identify the sponsoring registrar upon inquiry from Customer.
      4. Reseller shall comply with any ICANN-adopted Specification or Policy that establishes a program for accreditation of providers of proxy and privacy registration services (a “Proxy Accreditation Program”). Among other features, the Proxy Accreditation Program may require that: (i) proxy and privacy registration services may only be provided by individuals or entities accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) Registrar prohibits Resellers from knowingly accepting registrations from any provider of proxy and privacy registration services 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.
      5. Reseller shall clearly display on any website it operates for domain registration or renewal a link to ICANN’s Registrants’ 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 corresponding provisions of the RAA or applicable law.
      6. Reseller shall clearly display on any website it operates for domain registration or renewal a link to the appropriate ICANN webpage detailing Registrant Educational Information (currently available at http://www.icann.org/en/resources/registrars/registrant-rights/educational).
      7. Reseller shall not display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent themselves as accredited by ICANN, unless they have written permission from ICANN to do so.
      8. Reseller shall be responsible for providing customer service, billing support and technical support to Customers.
      9. Reseller acknowledges that in the event of any dispute and/or discrepancy concerning any data element of any transaction, the data element in Registrar’s records shall prevail.
      10. Reseller acknowledges that all information about any Customer that Reseller transmits to the Company is delivered in a manner that is reasonably accessible by the Company.
      11. Reseller shall not make any changes to any information or configuration of an Order without explicit authorization from Customer of that Order.
      12. Reseller acknowledges that Reseller Services may be obtained through Service Providers, and as such, changes in structure or contracts may occur, and as a result services may be adversely affected. Reseller acknowledges and agrees that the Company shall not have any liability associated with any such occasion.
      13. Reseller agrees to provide to the Company complete and accurate Reseller Contact Details and to update any Reseller Contact Details within seven (7) calendar days of any change.
      14. 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 agents or authorized representatives, in electronic, paper or microfilm form:
          1. All current and past Orders with Reseller, including dates and amounts of all payments, discount, credits and refunds;
          2. Customer’s acceptance of Reseller’s Customer Domain Registration Agreement, including date, time, and Registered Name;
          3. All information relating to the request for a transfer of a Registered Name to or from Registrar, in accordance with ICANN’s Transfer Policy ; and
          4. All written communications with respect to Reseller Services.
      15. Reseller shall provide these records to us within seven (7) calendar days of our request.
      16. Reseller represents and warrants to the Company that Reseller shall provide notice to each new or renewed Registered Name Holder stating: (i) the purposes for which any Personal Data collected from Customer are intended; (ii) the intended recipients or categories of recipients of the data (including the Company, Registry Operator and others who will receive the data from Registry Operator); (iii) which data are obligatory and which data, if any, are voluntary; and (iv) how the Registered Name Holder or data subject can access and, if necessary, correct the data held about them. Reseller shall obtain consent from the Registered Name Holder for such data processing.
      17. Reseller shall comply with the Data Retention Specification established by ICANN. In the event Registrar must request disclosure of any information covered by the Data Retention Specification in order to perform required self-audits or as otherwise required to comply with a request from ICANN, Reseller is required to disclose 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.
      18. Reseller shall comply with the validation requirements contained in Section 1(a)-(d) of the Whois Accuracy Program Specification Whois Accuracy Program Specification . Reseller will have ninety (90) days from the date of notification by Reseller to comply with the requirements of Section 1(e) of the Whois Accuracy Program Specification
      19. Reseller shall comply with ICANN’s Expired Registration Recovery Policy.
      20. When requested by the Company, 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 shall constitute a material breach of this Agreement and may result in termination and/or temporary suspension of services pursuant to Section 6 below.
      21. Reseller agrees that by using Reseller Services, Reseller also agrees to the Company’s Terms and Conditions found here. Reseller shall comply with all other terms or conditions established from time to time by the Company, Registrar’s Service Providers, ICANN (including any requirement for which Registrar must comply with ICANN), and/or Registry Operators.

4. RESELLER’S GDPR OBLIGATIONS
   1. 1. Notwithstanding anything to the contrary contained herein, if the GDPR applies to you and/or your Customers, you also agree to the following additional terms:
      1. For purposes of the GDPR, you acknowledge and agree, with respect to your Customers’ Personal Data, that: (i) you and the Registrar are both a Controller of such Personal Data as it pertains to 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 as it pertains to all other Reseller Services that are not Registration Services. You also acknowledge and agree that you are responsible for complying with all obligations of a Controller under the GDPR.
      2. You represent and warrant that in using the Reseller Services, you will clearly describe in writing with your Customers how you plan to use any Personal Data collected and you will ensure 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 regarding the processing of Customers’ Personal Data to Customers on your behalf.
      3. Controller to Processor. You agree to the terms of the Data Processing Agreement set forth here where you are a Controller and the Company is Processor as it pertains to all Reseller Services that are not Registration Services subject to the GDPR.
      4. Controller to Controller. You also agree to the terms of the Data Processing Addendum set forth here where both you and the Registrar are a Controller as it pertains to Registration Services subject to the GDPR.

5. RESELLER REPRESENTATIONS AND WARRANTIES
   1. 1. Reseller represents and warrants that: (i) it is a sole proprietor, partnership, or corporation duly incorporated, validly existing and in good standing under the laws of the state/country of its domicile; (ii) it has all requisite 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) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Reseller in order for it 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 any third party’s intellectual, proprietary or other rights; and (vii) there is no pending or, to the best of Reseller’s knowledge, threatened claim, action, or proceeding against Reseller.
      2. Reseller represents and warrants that Reseller does not and shall not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using Reseller Services under this Agreement. Reseller further acknowledges that the Company cannot and does not monitor whether any services or the use of the services by Reseller under this Agreement, infringes the legal rights of others.

6. TERM AND TERMINATION
   1. 1. Term. The term of this Agreement commences on the Effective Date and continues until terminated pursuant to the terms herein (the “Term”).
      2. Termination.
         1. Termination Rights.
            1. Unless otherwise provided in this Agreement, the Company may terminate this Agreement at any time by giving the Reseller thirty (30) days’ written notice of termination. Any domain registrations made by Reseller with Registrar during the Term of this Agreement shall remain with Registrar unless the Registered Name Holder initiates a change of registrar as outlined in Section 6(c) below.
            2. 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 Reseller Services; (ii) to comply with any applicable laws, government rules or requirements, or any applicable dispute resolution process; or (iii) to avoid any liability, civil or criminal, on the part of Registrar and/or its Service Providers, or their affiliates, subsidiaries, officers, directors and employees.
         2. Termination for Cause. The Company may immediately terminate the Agreement by written notice to Reseller in the case of any actual or potential breach or violation of this Agreement, the Customer Domain Registration Agreement or any other agreements contemplated by this Agreement by Reseller or its Customers , including but not limited to any representations and warranties hereunder.
         3. Termination for Inactivity. In the event Reseller has no transactions for a period of one hundred and eighty (180) consecutive days and no other currently active Reseller Services purchased by Customers, the Company may immediately terminate this Agreement by written notice to Reseller.
      3. Effect of Termination.
         1. Upon termination of this Agreement, Registrar will complete pending domain registrations or renewals of domain names processed by Reseller prior to the date of termination.
         2. Immediately upon any termination of this Agreement, Reseller shall transfer to the Company all information deemed necessary by the Company regarding the Registered Name Holders.
         3. Any and all domain name registrations made through Registrar during the Term of this Agreement shall remain with Registrar as registrar unless Registered Name Holder initiates a registrar transfer in compliance with ICANN’s Transfer Policy and any other applicable transfer policies established by ICANN and/or Registrar Operator.
         4. Registrar reserves the right in its sole discretion to refuse to renew domains and related services upon termination of this Agreement.

7. FEES, PAYMENTS & TAXES
   7. 1. Advance Account. Resellers are required to 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.
      2. Fees. As per the applicable Reseller Program terms, the Fees will either 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 otherwise cancel any Order for which there are insufficient funds in the Advance Account to cover the fees associated with the Order. Registrar may also deduct appropriate bank charges, processing charges, or other service fees it may levy against Reseller directly from the Advance Account. The Company reserves the right to hold or otherwise cancel any Order if Reseller does not maintain a valid credit card on file, if required by the Company.
      3. Chargebacks. In the event that Reseller issues a chargeback for any payment to Company, Company may immediately debit the Advance Account, if applicable, or charge Reseller for the amount of the chargeback as well as any fees levied against Company by its payment processor for such chargeback. Any negative balance on the Advance Account will be immediately due and payable via guaranteed funds. Company reserves the right to temporarily or permanently suspend Reseller’s access to Reseller Services or terminate this Agreement if Reseller issues a chargeback.
      4. Refunds.
         1. Reseller may be eligible for a refund of an Order in the following circumstances (each a “Refund Event”):
            1. Registration of a Registered Name that is deleted within the add-grace period established by the appropriate 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 date of the registration;
            2. 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 refund must be requested within thirty (30) days of the date of the non-explicit renewal; or
            3. 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 the Whois privacy purchase or renewal.
         2. 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 Reseller’s credit card on file or to Reseller’s Advance Account. Refunds will not accrue, and shall not be paid under any circumstances, if (A) Reseller does not submit a request for a refund to Registrar within the timeframe required by the Registry Operator in Sections 7(d)(i)(A) and (B), (B) Reseller does not include current Reseller Contact Details with its request for such refund (C) Reseller’s credit card information is not on file with Registrar at the time the refund is first due to be paid or Reseller does not then have an Advance Account with Registrar, or (D) Registrar is unable to obtain a full refund from Registry Operator for the applicable Refund Event.
      5. Pricing. The Company will display the current price for each Reseller Service within Reseller’s account. The Company has the right to modify its pricing at any time, and any such modification will be binding and effective immediately upon notification by email to Reseller or upon posting within Reseller’s account.
      6. Expiration of Registered Names.
         1. Reseller acknowledges that it is Reseller’s responsibility to keep records and maintain reminders regarding the expiry of any Reseller Service purchased by or for a Customer. As a convenience to Reseller, and not as a binding commitment, we may notify Reseller of any such expiring Reseller Services via an email message sent to the email address listed in the Reseller Contact Details.
         2. Reseller acknowledges that after 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 shall belong to Registrar. Following expiration of a Registered Name, Registrar may choose, in its sole discretion, to delete a Registered Name or to transfer the 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 performed under this clause.
      7. Taxes. Reseller shall be responsible for any and all applicable taxes in connection with this Agreement and the Reseller Services.

8. INDEMNIFICATION
   1. Indemnification of Registrar. Reseller shall indemnify, hold harmless, and defend the 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 any and all any actions, causes of action, suits, proceedings, claims, or demands of any third party and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses, including without limitation, reasonable attorneys ’ fees and costs (each a “Claim”), which arise out of: (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.
   2. Indemnification of ICANN and Registry Operators. You agree to indemnify, defend, and hold harmless ICANN, Registry Operator(s) 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 regarding the same. Some Registry Operators may not allow this indemnification provision to apply as contained herein, in such cases, this provision is in effect to the full extent permitted by law as applicable to such Registry Operator.

9. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY
1. Disclaimer of warranty. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, 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. FURTHER, WITHOUT ANY LIMITATION TO THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A REGISTERED NAME OR OF THE RESELLER SERVICES UNDER THIS AGREEMENT WILL PREVENT (i) CHALLENGES TO THE REGISTERED NAME OR (ii) SUSPENSION, CANCELLATION OR TRANSFER OF ANY REGISTERED NAME REGISTERED PURSUANT TO THIS AGREEMENT.
2. Limitation of liability. YOU AGREE THAT NEITHER THE COMPANY NOR ANY OF THE INDEMNIFIED PARTIES, WILL 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) INTERRUPTION OF BUSINESS; (iv) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEBSITE(S) YOU ACCESS TO OBTAIN THE RESELLER SERVICES; (v) DATA NON-DELIVERY, MIS-DELIVERY,CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (vi) EVENTS BEYOND THE CONTROL OF COMPANY OR ANY OF THE INDEMNIFIED PARTIES; (vii) THE PROCESSING OF ANY REGISTERED NAME; (viii) ANY FAILURES OF ENCRYPTION OR OTHER SERVICES PROVIDED; (ix) APPLICATION OF SECTION 14; OR (x) ANY LOSS OR DAMAGES THAT MAY RESULT FROM TERMINATION OF THIS AGREEMENT. THE COMPANY AND THE INDEMNIFIED PARTIES ALSO WILL 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 COMPANY’S OR ANY OF THE INDEMNIFIED PARTIES’ MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL ACTUAL AMOUNT PAID FOR THE RESELLER SERVICES.

10. INTELLECTUAL PROPERTY
    1. 1. Intellectual Property. Subject to the provisions of this Agreement, each Party will continue to independently own 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 or not registered. Any use of and improvements to intellectual property will inure to the benefit of, and continue to be owned by, the Party that owns such intellectual property. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual or other proprietary rights are granted by the Company to Reseller.

11. OWNERSHIP AND USE OF DATA
    1. 1. Reseller agrees and acknowledges that the Company owns all rights, title and interests worldwide in Registrar’s domain database (“Domain Database”), and all information and derivative works generated from such Domain Database, including without limitation information relating to Registered Names, Registered Name Holders, and the Reseller Services provided to you. Reseller further agrees and acknowledges that Registrar may use the following information in connection with providing Reseller Services and as required for domain registrations for which Registrar is the registrar of record: (i) the original creation date of the registration; (ii) the expiration date of the registration; (iii) the name, postal address, email address, telephone number, and where available fax number of the technical contact, authorized contact, zone contact and billing contact for the domain registration; (iv) any remarks concerning the registered domain that appear or should appear in the Whois or similar database; and (v) any other information Registrar generates or obtains in connection with the provision of domain registration services, other than the domain being registered, the IP addresses of the primary nameserver and any secondary nameservers for the domain, and the corresponding names of those nameservers. Registrar does not have any 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.
       2. The Company and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as may be required for compliance with any agreements executed by Registrar to provide the Reseller Services pursuant to the terms of this Agreement.

12. MODIFICATIONS TO RESELLER SERVICES AND AGREEMENT
    1. 1. The Company reserves the right to modify or discontinue, temporarily or permanently, Reseller Services with or without notice at any time. The Company shall not be liable to Reseller or to any third party for any modification, suspension or discontinuance of Reseller Services.
       2. Except as otherwise provided in this Agreement, Reseller agrees that, during the Term of this Agreement, the Company may revise the terms and conditions of this Agreement. The Company will notify Reseller of any material changes to the Agreement, and, if Reseller objects, Reseller agrees that its only recourse is termination of this Agreement with ten (10) days’ prior written notice to the Company pursuant to Section 16(e) below. In the event that revisions to the RAA or any applicable registry or other governmental or non-governmental authority contract are made, the Company may publish an amendment substituting the revised agreement in place of this Agreement, or otherwise amending, modifying or replacing this Agreement, without prior notice to Reseller if required to do so by ICANN, applicable Registry Operator, or other governmental or non-governmental authority. Reseller agrees to periodically review the Registrar Website, including the current version of this Agreement, to be aware of any such revisions. The Company is not bound by nor should Reseller rely on any representation by (i) any agent, representative or employee of any third party that Reseller may use to apply for the Reseller Services; or (ii) on information posted on the Registrar Website of a general informational nature. Moreover, no employee, contractor, agent or representative of the Company is authorized to alter or amend the terms and conditions of this Agreement. Only the Company may amend this Agreement through its authorized amendment procedures.

13. CONFIDENTIALITY
    1. 1. Use of Confidential Information. Reseller’s use and disclosure of Confidential Information disclosed hereunder are subject to the term and conditions of this Section. With respect to the Confidential Information, Reseller agrees that:(i) Reseller shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of all Confidential Information received from the Company, including implementing reasonable physical security measures and operating procedures designed to protect the same, which in any case, shall not be less stringent than the measures Reseller takes to protect its own confidential information; and (ii) Reseller Shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if Reseller is a corporation,partnership, or similar entity, disclosure is permitted to Reseller's Officers and employees who have a demonstrable need to know such Confidential Information, provided Reseller shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof. The obligations set forth in this section shall be continuing; provided, however, that this section imposes no obligation upon 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 the Confidential Information; or (z) is made generally available by the Company without restriction on disclosure.
       2. In the event of any termination of this Agreement: (i) all Confidential Information in Reseller’s possession shall be immediately returned to the Company or, at the Company’s sole option, Reseller shall certify as to the destruction of such Confidential Information; (ii) Reseller shall provide full voluntary disclosure to the 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.
       3. Reseller agrees that the Company shall be entitled to seek all available legal and equitable remedies for the breach of this Section 13 by Reseller.

14. ARBITRATION; GOVERNING LAW
    1. 1. Arbitration.
          1. Unless you are in India, you also hereby agree to the Company’s Arbitration Agreement, which is incorporated into this Agreement by reference and can be found here.
          2. Alternatively, if you are in India, the following provision applies to you:
             1. 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 resolved by arbitration in Mumbai, India under the provisions of the Arbitration 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 other party’s breach or threatened breach of any obligation hereunder, such party may seek equitable relief, including an injunction, from a court of competent jurisdiction, which shall not be subject to this Section. The arbitration tribunal shall consist of one (1) arbitrator jointly appointed by the parties within fifteen (15) days from the date of first recommendation for an arbitrator in written form for a party to the other. If the parties fail to agree on appointment of such arbitrator, then the arbitrator shall be appointed as per the provisions of Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. As part of the terms of the appointment of the arbitrator(s), the arbitrator(s) shall be required to produce a final and binding award or awards within six (6) months of the appointment of the sole arbitrator (jointly appointed by the parties). Parties shall use their best efforts to assist the arbitrator(s) to achieve this objective, and the parties agree that this six (6) month period shall only be extended in exceptional circumstances, which are to be determined by the arbitrator(s) in its absolute discretion. The arbitral award passed by the arbitrator shall be final and binding on the parties and shall be enforceable in accordance with its terms. The arbitrator shall state reasons for its findings in writing. The parties agree to be bound thereby and to act accordingly. All costs of the arbitration shall be borne equally by the parties.
       2. Governing Law Unless you are 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 upon an alleged tort, shall be governed by the substantive laws of the Commonwealth of Massachusetts. If you are 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 upon 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
    1. 1. Personal Data. 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 person whose personal data you disclose to the Company and that you have obtained their consent to the foregoing.
       2. Force Majeure. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government,or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such event gives the other Party written notice thereof within ten (10) Business Days of such event or occurrence.
       3. Assignment. Reseller may not assign or transfer this Agreement or any of Reseller’s rights or obligations hereunder, without the prior written consent of Registrar. In addition, Reseller must comply with any applicable ICANN inter-the Company transfer process. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. The Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. You agree that the 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 by applicable law.
       4. Publicity. Reseller shall not create, publish, distribute, or permit any written, oral, or electronic material that makes reference to the Company or its Service Providers or uses any trademarks or service marks of the Company or its Service Providers without prior written consent. Reseller gives the Company the right to recommend and/or refer Reseller’s name and details to Customers, and use Reseller’s name in marketing and promotional material with regard to its use of the Reseller Services.
       5. Notice. Notice to Reseller shall be sufficiently given if provided in writing and transmitted by email to the current email address included in the Reseller Contact Details. Notice to the Company shall be sufficiently given only if in writing and transmitted by email to the Company’s email address below, delivered personally or by a nationally recognized courier service, or mailed by prepaid registered mail addressed:
          
          

          Attn: ResellerClub India
          Address: Unit 401, 4th floor, IT Bldg 3, Nesco IT Park,
          Nesco Complex, Goregaon (E),
          Mumbai - 400063, Maharashtra.
          
          Email: compliance@resellerclub.com

          compliance@resellerclub.com

       6. Survival. In the event of termination of this Agreement for any reason, Sections 8 (Indemnification), 9 (Warranty Disclaimer; Limitation of Liability), 10 (Intellectual Property), 13 (Confidentiality) and 14 (Arbitration; Governing Law), in addition to any section that by its nature should survive termination, shall survive.
       7. Language. All notices, designations, and specifications made under this Agreement shall be made in the English language only.
       8. 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 registered office of the Company.
       9. Construction. Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa
       10. Disclaimer. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
       11. No Third-Party Beneficiaries. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any Customer or a prospective customer of Reseller with any remedy, claim, and cause of action or privilege against the Company or its Service Providers.
       12. Independent Contractors. Reseller and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the Parties. Reseller will have no authority to make or accept any offers or representations on the Company’s behalf. Reseller will not make any statement, whether on its Website or otherwise, that reasonably would contradict anything in this Agreement.
       13. Entire Agreement; Severance. This Agreement, which includes the specific policies referenced herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

Marketplace Services Addendum

This file was last modified on 13th December 2023

This Customer Master Agreement is made, entered into and executed on 9 September, 2015 (hereinafter referred to as the "Effective Date")

BETWEEN:-

P.D.R Solutions FZC (hereinafter referred to as "Parent") AND you (hereinafter referred to as "Customer"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Customer" shall refer to such entity.

(The Parent and the Customer may be referred to individually as a "Party" and collectively as the "Parties").

WHEREAS the Parent provides various Products and Services;

AND WHEREAS the Customer wishes to purchase Parent's Products and 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, Parent and the Customer, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

(1) "Advance Account" refers to the credit balance maintained by the Customer with the Parent.

(2) "Agreement" refers to this Customer Master Agreement alongwith all its appendices, extensions and amendments at any given point in time.

(3) "Business Day" refers to a working day between Mondays to Friday excluding all Public Holidays.

(4) "Clear Balance" refers to credit in the Customer Advance Account after deducting any accrued liabilities, Locked Funds and debited amounts.

(5) "Confidential Information", as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by Parent to the Customer under this Agreement, whether written, transmitted, oral, through the Parent Website or otherwise, that is marked as Confidential.

(6) "Customer Contact Details" refers to the Contact Details of the Customer as listed in the OrderBox Database.

(7) "Customer Control Panel" refers to the set of Web-based interfaces provided by the Parent and its Service Providers to the Customer which allows him to Manage Orders.

(8) "Customer Product Agreement Extension" refers to the latest version of a Specific Customer Product Agreement Extension as posted in the Customer Control Panel or on the Parent Website.

(9) "OrderBox" refers to the set of Servers, Software, Interfaces, Parent Products and API that is provided for use directly or indirectly under this Agreement by the Parent and/or its Service Providers.

(10) "OrderBox Database" is the collection of data elements stored on the OrderBox Servers.

(11) "OrderBox Servers" refer to Machines / Servers that Parent or its Service Providers maintain to fulfill services and operations of the OrderBox.

(12) "OrderBox User" refers to the Customer and any Agent, Employee, Contractee of the Customer or any other Legal Entity, that has been provided access to the "OrderBox" by the Customer, directly or indirectly.

(13) "Order" refers to a Parent Product purchased by the Customer having a unique Order ID in the OrderBox Database.

(14) "Parent Products" refer to all Products and Services of Parent which it has provided/rendered/sold, or is providing/rendering/selling.

(15) "Parent Servers" refer to web servers, Mailing List Servers, Database Servers, OrderBox Servers and any other Machines / Servers that Parent or its Service Providers Operate, for the OrderBox, the Parent Website, the Parent Mailing Lists, Parent Products and any other operations required to fulfill services and operations of Parent.

(16) "Parent Website" refers to cp.resellerclub.com.

(17) "Service Providers" refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that Parent or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of Parent Products, OrderBox, and any other services and operations of Parent.

(18) "Prohibited Persons refers to individuals, organizations or entities located in certain sanctioned countries (each a "Sanctioned Country") and certain individuals, organizations, entities, or domain names, including without limitation, "Specially Designated Nationals" ("SDN"), as listed by the government of the United States of America through the Department of the Treasury's Office of Foreign Assets Control ("OFAC"), with whom all or certain commercial activities are prohibited.

2. CUSTOMER PRODUCT AGREEMENT EXTENSIONS

(1) The Customer may purchase various Parent Products in the course of their relationship with Parent under this Agreement, by submitting to Parent, in a form and manner prescribed by Parent, one or more Customer Product Agreement Extensions, which shall then be included as a part of this Agreement.

(2) Any conflicting definitions, terms and conditions in a Customer Product Agreement Extension shall take precedence over the same definition, terms and conditions in this Agreement, and shall be applied only to that Customer Product Agreement Extension.

(3) The Customer agrees to adhere to the SiteLock Terms and Conditions, available at https://www.sitelock.com/terms.php, that are incorporated herein and made a part of this Agreement by reference.

(4) The Customer agrees to adhere to the CodeGuard Terms and Conditions, available at https://codeguard.com/pages/terms-of-service, that are incorporated herein and made a part of this Agreement by reference.

(5) If the Customer selects and purchases any Parent Products which includes hosting services either provided by the Parent through its Service Providers under a single brand i.e. Hostgator or in combination with the other brands of the Service Providers, the acceptable usage policy,the privacy policy Copyright Infringement and Terms of Service Policy available at https://www.hostgator.com/tos/acceptable-use-policy, https://www.hostgator.com/privacy, https://www.hostgator.com/copyright, https://www.hostgator.com/tos respectively, with respect to the products of said brand shall be applicable and the Customer shall comply with such terms and conditions and privacy policy.

(6) If the Customer selects and purchases any Parent Products which include hosting services either provided by the Parent through its Service Providers under a single brand i.e. BlueHost or in combination with the other brands of the Service Providers, the Terms of Service and other polices (if any) available at https://www.bluehost.com/terms (collectively referred to as "Bluehost Terms of Service"), with respect to the products of said brand shall be applicable and the Customer shall comply with such terms and conditions and privacy policy.

The Parent does not endorse or assure the quality, availability, or timeliness or any other assurance in relation to product or services provisioned by non-ResellerClub website(s).

(7)If the Customer selects and purchases any Parent Products which include secure sockets layer certificate either provided by the Parent through its Service Providers under a single brand i.e. Comodo SSL or in combination with the other brands of the Parent or the Service Providers, the Terms of Service and other polices (if any) available at https://ssl.comodo.com/terms.php (collectively referred to as "Comodo SSL Terms of Service"), with respect to the products of said brand shall be applicable and the Customer shall comply with such terms and conditions and privacy policy.

The Parent does not endorse or assure the quality, availability, or timeliness or any other assurance in relation to product or services provisioned by non- <#=parentresellercompanyname#> website(s)

(8) The Customer agrees to adhere the end-user agreement of Google Apps Core Services that Google makes available to its customers at https://gsuite.google.co.in/intl/en_in/features/ (“End User Agreement”), that are incorporated herein and made a part of this Agreement by reference. For avoidance of doubt it is hereby clarified that in case of any conflict between this Agreement and the End User Agreement, the later shall prevail. In addition to the foregoing, the Customer acknowledges and agrees to the additional terms and conditions set out in Appendix D hereof.

3. OBLIGATIONS OF PARENT

Parent shall make available the latest versions of this Agreement and Customer Product Agreement Extensions in the Customer Control Panel or on the Parent Website.

4. OBLIGATIONS OF THE CUSTOMER

(1) The Customer acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order or the Customer in the OrderBox Database, the data element in the OrderBox Database records shall prevail.

(2) The Customer acknowledges that all information of the Customer in the OrderBox, including authentication information is accessible to Parent and its Service Providers

(3) The Customer shall comply with all terms or conditions established by Parent and/or its Service Providers from time to time.

(4) The Customer agree to provide, maintain and update, current, complete and accurate information for all the data elements about the Customer in the OrderBox Database.

(5) Customer acknowledges that Parent Products maybe obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Customer acknowledges and agrees that Parent shall not have any liability associated with any such.

(6) During the term of this Agreement and for three years thereafter, the Customer shall maintain the following records relating to its dealings with Parent and their Agents or Authorized Representatives:-

(1) In electronic, paper or microfilm form, all written communications with respect to Parent Products.

(2) In electronic form, records of the accounts of all, current / past Orders with the Customer, including dates and amounts of all payments, discount, credits and refunds.

The Customer shall make these records available for inspection by Parent upon reasonable notice not exceeding 14 days.

(7) Customer shall not transact with or act on behalf of any Prohibited Person. If Customer is a Prohibited Person, Customer is prohibited from registering or signing up with, subscribing to, or using any Parent Product, or participating in the Customer program. Any violation of this provision ("OFAC Provision") as determined in Parent's sole discretion, may result in the suspension and/or termination of the Customer account and the termination of this Agreement without a refund or compensation of any kind to Customer.

For avoidance of doubt it hereby clarified that all other terms, conditions and policies of the Parent shall be applicable with respect to the foregoing products unless otherwise expressly mentioned in the foregoing sentence.

5. REPRESENTATIONS AND WARRANTIES

Parent and Customer represent and warrant that:-

(1) they have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;

(2) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Customer and Parent in accordance with its terms;

(3) The execution, delivery, and performance of this Agreement and the consummation by Parent and the Customer of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate:-

(1) any provision of law, rule, or regulation;

(2) any order, judgment, or decree;

(3) any provision of corporate by-laws or other documents; or

(4) any agreement or other instrument.

(4) the execution, performance and delivery of this Agreement has been duly authorized by the Customer and Parent;

(5) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;

The Customer represents and warrants that:

(1) the Customer has read and understood every clause of this Agreement

(2) the Customer has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement

(3) the Customer is not a Prohibited Person and is not acting on behalf of a Prohibited Person; and

(4) the Customer is eligible, to enter into this Contract according to the laws of the Customer's country

6. RIGHTS OF PARENT AND SERVICE PROVIDERS

(1) Parent and Service Providers may change any information, including Authentication Information of the Customer in the OrderBox Database upon receiving authorization from the Customer in any form as maybe prescribed by Parent from time to time.

(2) Parent and Service Providers may provide/send any information in the OrderBox Database, about the Customer, including Authentication information

(1) to the Customer Contact Details

(2) to any authorised representative, agent, contractee, employee of the Customer upon receiving authorization in any form as maybe prescribed by Parent from time to time

(3) to the Service Providers

(3) Parent and Service Providers in its own discretion can at any point of time temporarily or permanently cease to sell a Parent Product

(4) Parent reserves the right to change pricing, minimum order levels, and discounts, of any Parent Product , at any time.

(5) Parent and Service Providers, in their sole discretion, expressly reserve the right to deny any Order or cancel an Order within 30 days of processing the same. In such case Parent may refund the fees charged for the Order, after deducting any processing charges for the same.

(6) Parent and Service Providers, in their sole discretion, without notice, expressly reserve the right to modify, upgrade, freeze the OrderBox, and its associated Services.

(7) Notwithstanding anything to the contrary, Parent and Service Providers, in their sole discretion, expressly reserve the right to without notice or refund, access, delete, suspend, deny, cancel, modify, intercept and analyze traffic of, copy, backup, access data of, redirect, log usage of, monitor, limit access to, limit access of, take ownership of or transfer any Order, or to delete, suspend, freeze, modify OrderBox Users' access to OrderBox, or to modify, upgrade, suspend, freeze OrderBox, or to publish, transmit, share data in the OrderBox Database with any person or entity, or to contact any entity in the OrderBox Database, in order to recover any Payment from the Customer for any service rendered by the Parent including services rendered outside the scope of this agreement for which the Customer has been notified and requested to remit payment, or to correct mistakes made by Parent or its Service Providers in processing or executing an Order, or in the case of any breach or violation or threatened breach or violation of this Agreement, or incase Parent learns of a possibility of breach or violation of this Agreement which Parent in its sole discretion determines to be appropriate, or incase of Termination of this Agreement, or if Parent learns of any such event which Parent reasonably determines would lead to Termination of this Agreement or would constitute as Breach thereof, or to protect the integrity and stability of the Parent Products and the OrderBox, or to comply with any applicable laws, government rules or requirements, requests of law enforcement, or in compliance with any dispute resolution process, or in compliance with any agreements executed by Parent, or to avoid any liability, civil or criminal, on the part of Parent and/or Service Providers, as well as their affiliates, subsidiaries, officers, directors and employees, or if the Customer and/or its Agents or any other authorised representatives of the Customer violate any applicable laws/government rules/usage policies, including but not limited to, intellectual property, copyright, patent, or Parent learns of the possibility of any such violation, or authorisation from the Customer in any manner that Parent deems satisfactory, or for any appropriate reason. The Customer agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of Parent and Service Providers, are not liable for loss or damages that may result from any of the above.

(8) Incase of Orders involving web services, Parent and Service Providers can choose to redirect any Order to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine for the purpose of monetization, if an Order has expired, or is suspended, or does not contain valid information to direct it to any destination. Customer acknowledges that Parent and Service Providers cannot and do not check to see whether such a redirection, infringes any legal rights including but not limited to intellectual property rights, privacy rights, trademark rights, of Customer, or that the content displayed due to such redirection is inappropriate, or in violation of any federal, state or local rule, regulation or law, or injurious to Customer or any third party, or their reputation and as such is not responsible for any damages caused directly or indirectly as a result of such redirection.

(9) Parent has the right to rectify any mistakes in the data in the OrderBox Database with retrospective effect.

(10) Parent and Service Providers reserve the right to prohibit the use of any of their services in connection with any Country-Code Top Level Domain Name ("ccTLD") of any Sanctioned Country.

(11) Parent and Service Providers expressly reserve the right to suspend or terminate Customer's account, without prior notice and without issuing a refund or compensation of any kind, if Parent or Service Provider determines in its sole discretion, that Customer has violated the OFAC Provision in Section 4. Parent and Service Provider shall not be liable for any loss or damages resulting from such action whether such loss or damage is incurred by the Customer, or a third party. Parent will not directly or indirectly refund any amounts to any Prohibited Person, including without limitation, any amounts in a Customer's Advance Account.

7. TERM OF AGREEMENT AND RENEWAL

The term of this Agreement shall be 1 (ONE) YEAR from the Effective Date and will automatically renew for successive 1 (ONE) YEAR Renewal Term (hereinafter referred to each a "Renewal Term" and cumulatively the "Term"). The Term shall continue until the earlier to occur of the following:

(1) the Agreement is terminated as provided for in Section 8 (TERMINATION OF AGREEMENT); and

(2) The Customer elects not to renew at the end of the Initial Term or any Renewal Term.

8. TERMINATION OF AGREEMENT

(1) Either Party may terminate this Agreement and/or any Customer Product Agreement Extension at any time by

(1) giving a 30 (Thirty) days notice of termination delivered as per Section 26 (NOTICE).

(2) With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's Business.

(2) Parent may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying the Customer in writing, as of the date specified in such notice of termination under the following circumstances

(1) In the event that the Customer or an Agent / Employee / Authorized Representative of the Customer materially breaches any term of this Agreement and/or any Customer Product Agreement Extension, including any of its representations, warranties, covenants and agreements hereunder

(2) There was a material misrepresentation and/or material inaccuracy, and/or materially misleading statement in Customer's Application to Parent and/or any material accompanying the application.

(3) With immediate effect if :-

(1) the Customer is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that Parent reasonably deems as the substantive equivalent of any of these; or

(2) the Customer is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.

(3) as provided for in Appendix 'A' and Appendix 'C'

(4) if Any officer or director of the Customer is convicted of a felony or of a misdemeanor related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that Parent deems as the substantive equivalent of any of these;

(3) Customer may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying Parent in writing, as of the date of receipt of such notice, in the event that the Customer does not agree with any revision to the Agreement or any Customer Product Agreement Extension made as per Section 14 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND Customer Product Agreement EXTENSIONS) within 30 days of such revision.

(4) Any Product Agreement Extension shall terminate with immediate effect in the event that

(1) Parent ceases to sell the particular Parent Product covered under that Product Agreement Extension

(2) Parents contract with Service Provider for the particular Parent Product terminates or expires without renewal

(5) Effect of Termination of this Agreement

(1) Parent shall suspend all OrderBox Users' access to the OrderBox, Parent Servers and all Parent Products and Services, under this agreement and all Customer Product Agreement Extensions, immediately upon receiving Termination notice from the Customer or upon learning of any event, which Parent reasonably determines, would lead to Termination of the Agreement.

(2) Upon expiration or termination of this Agreement, all Customer Product Agreement Extensions signed by the Customer shall deemed to have been Terminated with immediate effect

(3) Upon expiration or termination of this Agreement, Parent may complete the processing of all Orders requested to be processed, in the order that they were requested to be processed, by the Customer prior to the date of such expiration or termination, provided that the Customer's Advance Account with Parent has Clear Balance sufficient to carry out these Orders. If Parent is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed

(6) Effect of Termination of any Customer Product Agreement Extension

(1) Parent may suspend OrderBox Users' access to applicable Parent Products and Services , and the OrderBox immediately upon receiving Termination notice from the Customer or upon learning of any event, which Parent reasonably determines, would lead to Termination of any Customer Product Agreement Extension

(2) Upon expiration or termination of any Customer Product Agreement Extension, Parent may complete the processing of all Orders, of that Parent Product, in the order that they were requested to be processed, by the Customer prior to the date of such expiration or termination, provided that Parent is in a position to fulfill these Orders, and the Customer's Advance Account with Parent has Clear Balance sufficient to carry out these Orders. If Parent is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed

(3) Parent may transfer all Orders falling under the purview of the specific Customer Product Agreement Extension to another Customer or Parent.

(7) Any pending balance due from the Customer at the time of termination of this Agreement or any Customer Product Agreement Extension will be immediately payable.

(8) Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Customer Product Agreement Extension in accordance with its terms, unless specified otherwise.The Customer however shall be liable for any damage arising from any breach by it of this Agreement or any Customer Product Agreement Extension.

9. FEES / RENEWAL

(1) Customer shall pay all applicable fees/advances as per the Payment Terms and Conditions set out in Appendix 'C'

(2) Parent will charge a non-refundable fee for an Order unless stated otherwise in any Product Agreement Extension. The applicable fees will be displayed in the Customer Control Panel or on the Parent Website and during the Ordering Process. Parent has the right to revise this pricing at anytime. Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the Parent Website or on notification to the Customer via email to the Customer.

(3) Customer acknowledges that it is the Customer's responsibility to keep records and maintain reminders regarding the expiry of any Order. As a convenience to the Customer, and not as a binding commitment, we may notify the Customer of any expiring Orders, via an email message and/or SMS alert sent to the contact information associated with the Customer in the OrderBox database. Should renewal fees go unpaid for an Order, the Order will expire.

The Customer agrees to expressly authorize Parent to send Order related transactional SMS messages, even in the case that the Customer's mobile number is listed as DND with the concerned Telecom Regulatory Authority.

(4) Customer acknowledges that after expiration of the term of an Order, Customer has no rights on such Order, or any information associated with such Order, and that ownership of such Order now passes on to Parent. Parent and Service Providers may make any modifications to said Order or any information associated with said Order. Parent and Service Providers may intercept any network/communication requests to such Order and process them in any manner in their sole discretion. Parent and Service Providers may choose to monetize such requests in any fashion at their sole discretion. Parent and Service Providers may choose to display any appropriate message, and/or send any response to any user making a network/communication request, for or concerning said Order. Parent and Service Providers may choose to delete said Order at anytime after expiry upon their sole discretion. Parent and Service Providers may choose to transfer the ownership of the Order to any third party in their sole discretion. Customer acknowledges that Parent and Service Providers shall not liable to Customer or any third party for any action performed under this clause.

(5) Parent at its sole discretion may allow the renewal of the Order after Order expiry, and such renewal term will start as on the date of expiry of the Order, unless otherwise specified. Such process may be charged separately. Such renewal after the expiry of the Order may not result in exact reinstatement of the Order in the same form as it was prior to expiry.

(6) Parent makes no guarantees about the number of days, after deletion of an Order, after which the same Order will once again become available for purchase.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL PARENT OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PARENT AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PARENT FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:

(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;

(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;

(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;

(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;

(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR PARENT PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;

(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.

If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against Parent by the Customer, then in no event will the liability of Parent exceed actual amount paid to Parent by the Customer for the Order in question minus direct expenses incurred with respect to that Order.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARENT RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO PARENT BY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

11. INDEMNIFICATION

(1) The Customer, at their own expense, will indemnify, defend and hold harmless, Parent, Service Providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of Parent, and Service Providers, against any claim, suit, action, or other proceeding brought against Parent or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, Parent Products provided hereunder or use of the Parent Products, including without limitation:-

(1) infringement by either the Customer, or someone else using a Parent Product with the Customer's computer, of any intellectual property or other proprietary right of any person or entity

(2) arising out of any breach by the Customer of this Agreement.

(3) relating to or arising out of any Order or use of any Order

(4) relating to any action of Parent as permitted by this Agreement

(5) relating to any action of Parent carried out on behalf of Customer as described in this Agreement

(2) Parent will not enter into any settlement or compromise of any such indemnifiable claim without Customer's prior written consent, which shall not be unreasonably withheld.

(3) The Customer will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by Parent in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

12. INTELLECTUAL PROPERTY

Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.

Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Parent to the Customer, or by any disclosure of any Confidential Information to the Customer under this Agreement.

Customer shall further ensure that the Customer does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Customer acknowledges that Parent cannot and does not check to see whether any services or the use of the services by the Customer under this Agreement, infringes legal rights of others.

13. OWNERSHIP AND USE OF DATA

(1) Customer agrees and acknowledges that Parent owns all data, compilation, collective and similar rights, title and interests worldwide in the OrderBox Database, and all information and derivative works generated from the OrderBox Database.

(2) Parent and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by Parent or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.

14. DELAYS OR OMISSIONS; WAIVERS

No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.

15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT

(1) During the period of this Agreement, the Customer agrees that Parent may:-

(1) revise the terms and conditions of this Agreement; and

(2) change the services provided under this Agreement

(2) Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the Parent Website

(3) The Customer agrees to review the Customer Control Panel and Parent Website including the agreements, periodically, to be aware of any such revisions

(4) If the Customer does not agree with any revision, the Customer may terminate this Agreement according to Section 8(3) of this Agreement

(5) The Customer agrees that, continuing use of the services under this Agreement following notice of any revision, will constitute as an acceptance of any such revisions or changes

(6) The Customer shall execute, in a form and manner prescribed by Parent, a supplementary agreement incorporating the amendments to or revisions of the Agreement and/or Customer Product Agreement Extension

(7) The length of the term of the substituted agreement will be calculated as if it is commenced on the date the original Agreement began and the original Agreement will be deemed terminated.

(8) It will be the Customer's responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Customer's Agents / Employees / Authorised Representatives.

16. CONFIDENTIALITY

All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix 'B'.

17. PUBLICITY

The Customer shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to us or our Service Providers or uses any of Parent's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to us and our Service Providers and receiving prior written consent.

The Customer gives Parent the right to recommend / suggest the Customer's name and details to Customers / Visitors to the Parent Website, and Prospective Customers and use the Customer's name in marketing / promotional material with regards to Parent Products.

18. TAXES

The Customer shall be responsible for sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement and the Parent Products.

19. FORCE MAJEURE

Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.

20. ASSIGNMENT / SUBLICENSE

Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Customer shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of the Parent.

21. CUSTOMER - CUSTOMER TRANSFER

(1) Parent may transfer the Order of the Customer to another Person, Organisation or any other Legal entity under the following circumstances:-

(1) Authorization from the Customer and/or their Agent or Authorized Representative in a manner prescribed by Parent from time to time;

(2) On receiving orders from a competent Court, Law Enforcement Agency, or recognized Regulatory body;

(3) Breach of Contract;

(4) Termination of this Agreement;

(5) Parent learns of any such event, which Parent reasonably determines would lead to Termination of this Agreement, or would constitute as Breach thereof.

(2) In the above circumstances the Customer shall extend full cooperation to Parent in transferring the Order of the Customer.

22. DISCLAIMER

THE ORDERBOX, PARENT SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.

PARENT AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.

PARENT AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, ORDERBOX OR BY ACCESSING PARENT SERVERS. WITHOUT LIMITING THE FOREGOING, PARENT AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH ORDERBOX OR PARENT SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE ORDERBOX/PARENT SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY PARENT AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE ORDERBOX WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER

PARENT AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. PARENT AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.

FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE ORDERBOX, ORDERBOX SERVERS, PARENT WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

23. JURISDICTION & ATTORNEY'S FEES

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where Parent is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where Parent is incorporated. Parent reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Customer is situated as per the laws of that Country/State/District.

If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.

24. MISCELLANEOUS

(1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.

(2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

(3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.

(4) This Agreement shall inure to the benefit of and be binding upon Parent and the Customer as well as all respective successors and permitted assigns.

(5) Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, 24(3), 24(5), 24(7), 24(11), 25(2) and all Sections of Appendix A, and all Sections of Appendix B, and all Sections of Appendix C and any Sections covered separately under a Survival clause in any Customer Product Agreement Extension shall survive..

(6) This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), with any remedy, claim, and cause of action or privilege against Parent.

(7) The Customer, Parent, and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.

(8) Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated / carried out, by / as a result of, this Agreement.

(9) Construction: The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

(10) Entire Agreement; Severability: This Agreement, which includes Appendix A, Appendix B, Appendix C and each executed Customer Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

(11) The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.

(12) This agreement may be executed in counterparts.

(13) Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.

(14) 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 Registered office of the Parent

25. BREACH

In the event that Parent suspects breach of any of the terms and conditions of this Agreement:

(1) Parent can immediately, without any notification and without assigning any reasons, suspend / terminate the OrderBox Users' access to all Parent Products and Services and the OrderBox.

(2) The Customer will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement.

26. NOTICE

(1) Any notice or other communication required or permitted to be delivered to Parent under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, when sent to Parent's contact address specified in the Customer Control Panel or on the Parent Website by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.

(2) Any notice or other communication to be delivered to Parent via email under this agreement shall be deemed to have been properly delivered if sent to its Legal Contact mentioned in the Customer Control Panel or on the Parent Website.

(3) Any notice or other communication required or permitted to be delivered to the Customer under this Agreement shall be deemed properly delivered, given and received when delivered to email address or contact address of the Customer in the OrderBox Database.

(4) Other than those notices mentioned in this agreement, Parent is NOT required to communicate with the Customer in any respect about services provided under this agreement. As a convenience to the Customer, Parent may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by Parent at anytime.

APPENDIX 'A'

ACCEPTABLE USAGE POLICIES

This Appendix A covers the terms of access to the OrderBox. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.

1. ACCESS TO OrderBox

(1) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend OrderBox Users' access to the OrderBox in the event of significant degradation of the OrderBox, or at any time Parent may deem necessary.

(2) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the OrderBox from time to time.

(3) Access to the OrderBox is controlled by authentication information provided by Parent. Parent is not responsible for any action in the OrderBox that takes place using this authentication information whether authorized or not.

(4) Parent is not responsible for any action in the OrderBox by a OrderBox User

(5) OrderBox User will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the OrderBox including, without Limitation temporary / permanent slow down of the OrderBox, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the OrderBox and architecture needed to continue operation thereof.

(6) OrderBox User will not send or cause the sending of repeated unreasonable network requests to the OrderBox or establish repeated unreasonable connections to the OrderBox. Parent will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections.

(7) OrderBox User will take reasonable measures and precautions to ensure secrecy of authentication information.

(8) OrderBox User will take reasonable precautions to protect OrderBox Data from misuse, unauthorized access or disclosure, alteration, or destruction.

(9) Parent shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.

(10) Parent shall not be liable for any damages due to downtime or interruption of OrderBox for any duration and any cause whatsoever.

(11) Parent shall have the right to temporarily or permanently suspend access of a OrderBox User to the OrderBox if Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the OrderBox, or learns of any possible misuse that has occurred, or will occur with respect to a OrderBox User.

(12) Parent and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, OrderBox

2. Terms of USAGE OF OrderBox

(1) Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates and OrderBox Users, either directly or indirectly, shall not use or permit use of the OrderBox or an Order, directly or indirectly, in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose, or in a manner injurious to Parent, Service Providers or their Resellers, Customers and OrderBox Users, or their reputation, including but not limited to the following activities -

(1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)

(2) Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)

(3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider

(4) Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ("spamware")

(5) Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software

(6) Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or Parent

(7) Impersonating another user or entity or an existing company/user/service or otherwise falsifying one's identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere

(8) Pointing to or otherwise directing traffic to, directly or indirectly, any material that, in the sole opinion of Parent, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Parent, to be threatening or obscene or inappropriate

(9) Engaging in or solicit illegal activities, or to conduct any other activity that infringes the rights of Parent, Service Providers or any other third party

(10) Making foul or profane expressions, or impersonating another person with fraudulent or malicious intent, or to annoy, abuse, threaten, or harass that person

(11) Transmitting Unsolicited Commercial e-mail (UCE)

(12) Transmitting bulk e-mail

(13) Being listed, or, in our sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist

(14) Posting bulk Usenet/newsgroup articles

(15) Denial of Service attacks of any kind

(16) Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the Parent in its sole discretion

(17) Copyright or trademark infringement

(18) Unlawful or illegal activities of any kind

(19) Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse)

(20) Causing lossage or creating service degradation for other users whether intentional or inadvertent.

(21) Distributing chain letters

(22) Sending large or multiple files or messages to a single recipient with malicious intent

(23) Cross-posting articles to an excessive number of, or inappropriate, newsgroups, forums, mailing lists or websites

(24) Phishing (identity theft), pharming, distribution of virus or malware, child pornography, Fast Flux techniques, running Botnet command and control, network attacks, money laundering schemes (Ponzi, Pyramid, Money Mule, etc.), or illegal distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription

(25) Referencing an OrderBox provided service or an Order within a spam email

(26) Hosting, transmitting, providing, publishing, or storing illegal content, including but not limited to the following material, information, messages, data or images:

(1) libelous or defamatory content

(2) content that violates any privacy right

(3) content which threatens physical harm or property damage

(4) content which is obscene, pornographic, salacious, explicitly erotic or offensive

(5) content that violates applicable intellectual property laws or regulations, including but not limited to, the transmission of copyrighted material or trade secrets and the infringement of patents and trademarks

(6) content which violates any export, re-export or import laws and regulations of any jurisdiction

(7) hacker programs or archives, "warez", passwords or "cracks"

(8) internet relay chat servers ("IRCs") IRC bots

(9) any content which Parent in its sole discretion determines as illegal, unlawful, or otherwise inappropriate

(2) Parent in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.

(3) Data in the OrderBox Database cannot be used for any purpose other than those listed below, except if explicit written permission has been obtained from Parent:-

1. To perform services contemplated under this agreement; and

2. To communicate with Parent on any matter pertaining to Parent or its services

(3) Data in the OrderBox Database cannot specifically be used for any purpose listed below :-

1. Mass Mailing or SPAM; and

2. Selling the data

APPENDIX 'B'

CONFIDENTIALITY

Customer's use and disclosure of Confidential Information is subject to the following terms and conditions:-

(1) With respect to the Confidential Information, the Customer agree that:

(1) The Customer shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from Parent.

(2) The Customer shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Customer are a corporation, partnership, or similar entity, disclosure is permitted to the their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Customer shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and

(3) The Customer shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Parent.

(2) The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that:

(1) is disclosed with Parent's prior written approval; or

(2) is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or

(3) is known by the Customer prior to the time of disclosure in its integrated and aggregated form; or

(4) is independently developed by the Customer without use of the Confidential Information; or

(5) is made generally available by Parent without restriction on disclosure.

(3) In the event the Customer is required by law, regulation or court order to disclose any of Parent's Confidential Information, the Customer will promptly notify Parent in writing prior to making any such disclosure in order to facilitate Parent seeking a protective order or other appropriate remedy from the proper authority, at the Customer' expense. The Customer agree to cooperate with Parent in seeking such order or other remedy. The Customer further agree that if Parent is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.

(4) In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer' possession shall be immediately returned to Parent or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to Parent the Customer' compliance with this provision.

(5) The Customer shall provide full voluntary disclosure to Parent of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.

(6) The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.

(7) The Customer agrees that Parent shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer.

APPENDIX 'C'

PAYMENT TERMS AND CONDITIONS

1. ADVANCE ACCOUNT

(1) Prior to purchasing any Parent Products, the Customer shall maintain an Advance Account with Parent.

(2) As and when, the Customer purchases Parent Products, the Customer's Advance Account balance shall be reduced as per the then current pricing of that Parent Product as mentioned in the Customer Control Panel or on the Parent Website or during the ordering process.

(3) Parent shall maintain a record of Customer's Advance Account balance, which shall be accessible by the Customer. If the Customer's Advance Account balance is insufficient for processing any Order then that Order may not be processed.

(4) The Advance Account will maintain the Customer Credit in both the Accounting Currency and Selling Currency of the Parent's choice. Parent has the right to modify the currency at anytime.

(5) Any negative balance in the Customer's Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 24 hours, Parent has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise Parent shall continue to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer's Advance Account.

(6) Parent shall have the right to set-off any payment received from the Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer against any negative balance in the Customer's Advance Account.

(7) Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by Parent at anytime

2. PAYMENT TERMS

(1) Parent will accept payments from the Customer only by means specified in the Customer Control Panel

(2) Parent will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which Parent may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Parent's Account. The exchange rate will be determined by Parent through a reasonable source. The exchange rate determined by Parent shall be undisputable.

(3) It is the Customer's responsibility to provide the Customer Username to Parent to be credited for the payment. The absence of the Customer Username along with reasonable information will delay the corresponding credit to the Advance Account.

(4) In the event that the Customer charges back a payment made via Credit Card or the payment instrument sent by the Customer bounces due to Lack of Funds or any other Reason, then

(1) Parent may immediately suspend OrderBox Users' access to the OrderBox

(2) Parent has the right to terminate this agreement with immediate effect and without any notice.

(3) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of or transfer any or all of the Orders placed by the Customer, as well as stop / suspend / delete / transfer any Orders currently being processed.

(4) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Customer to any other Customer, or under Parent's account.

(5) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.

(6) Any negative balance in the Customers Advance Account shall become immediately payable

(7) Parent shall have the right to initiate any legal proceedings against the Customer to recover any such liabilities.

3. PRICING TERMS

(1) All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding Parent Product. This is excluding taxes, surcharges or any other costs.

(2) Parent may at any time change the price of any Parent Product with reasonable notification to the Customer.

4. REFUNDS AND REIMBURSEMENT TERMS

(1) All Clear Balance pending in the Advance Account maybe refunded to the Customer, on request of the Customer unless otherwise indicated, including without limitation, if Customer has violated the OFAC Provision in Section 4 or if Customer has violated any other term of this Agreement. Such request must be sent to Parent in the manner prescribed by Parent.

(2) All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process.

(3) Parent will not be responsible for any differences in the reimbursement amount due to Fluctuation in International Currency rates. Parent will determine in its sole discretion appropriate conversion rates for currency exchange

(4) Parent will not refund any amount that has already been debited to the Customers Advance Account under any circumstances.

APPENDIX 'D'

Google Customer Agreement

(a) Reseller, Parent, Google and Customer are independent contractors with respect to the resale and purchase of the Product;

(b) Reseller is the processor of any personal data processed by it on Customer's behalf, and Customer is the controller of any such data, as the terms "controller", "processed", "processor" and "personal data" are defined in the EU Directive (as defined herein below);

(c) Customer will permit Reseller to disclose Customer Data to its suppliers as reasonably required in connection with Customer's use of the Product or any Customer support issues; and

(d) Customer agrees that Parent and/or Google may contact Customer directly in the event that the Reseller Master Agreement and/or this Addendum between Parent and Reseller are terminated for the purpose of providing the Product without disruption.

(e) Definitions:

"Affiliate" means, in relation to each of the parties, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive features of an entity, as secured by such entity from time to time.

"Customer(s)" means those parties that have a principal place of business within the Territory and to whom Reseller is permitted to resell the Product(s) in accordance with this Addendum.

"Customer Agreement" means an agreement between Reseller and Customer pursuant to which Reseller makes the Product(s) available to Customer.

"Data Protection Legislation" means legislation implementing the EU Directive and any other applicable data protection and privacy legislation, guidelines and industry standards.

"EU Directive" means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.

"End User Data" means: (a) any data received by Reseller from, or maintained by Reseller on behalf of, an Customer in connection with the resale of the Products.

"Export Laws" means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.

"Google" means the third party provider of the Products.

"Google TOS" means those terms of service that govern use of the Product and that must be accepted and agreed to by Customer prior to Customer's first log in to the Product.

"High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the Product could lead to death, personal injury, or environmental damage.

"Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

"Product(s)" means, for the purposes of this Addendum only the Google Apps Core Services, as made available for resale by Parent and as further described at the following URL: https://gsuite.google.co.in/intl/en_in/features/(as the content at such URL and the URL itself may be updated or modified by Google from time to time).

"Territory" means those regions where resale and/or supply of the relevant Product is permitted. Territory excludes any countries where either party is prohibited from providing the Product due to applicable Export Laws (as defined herein).

"Trademark Guidelines" means Google's guidelines for use of Google Brand Features, located at the following URL: http://www.google.com/permissions/ (as the content at such URL and the URL itself may be updated or modified by Google from time to time).

This Arbitration Agreement includes an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of this agreement by following the opt out procedure described in Section 11. Unless otherwise stated, defined terms in this Arbitration Agreement have the meanings provided to them in the ResellerClub Terms of Service. ResellerClub may modify this Arbitration Agreement at any time with appropriate notice.

1. Informal Process First. You agree that in the event of any dispute between you and ResellerClub, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under these Terms.
2. Binding Arbitration. Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 1 except for disputes relating to the infringement of our intellectual property rights or the access or use of the Service in violation of these Terms (a “Claim”) or Claims seeking more than $10,000 in damages, will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in Suffolk County, Massachusetts if your Claims qualify
3. No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would
4. Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org. In the event of a conflict between the commercial arbitration rules and this Arbitration Agreement, this agreement shall control, and the parties shall designate another arbitrator.
5. Starting an Arbitration. A party who intends to seek arbitration must first send written notice to ResellerClub’s Legal Department of its intent to arbitrate (“Notice”). The Notice to ResellerClub should be sent by any of the following means: (i) electronic mail to legal@resellerclub.com; or (ii) sending the Notice by U.S. Postal Service certified mail to:

ResellerClub Hosting, Attn: Legal Department,5335 Gate Pkwy, 2nd Floor, Jacksonville, FL 32256.

The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought. If we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or ResellerClub may commence an arbitration proceeding.

6. Format of Proceedings. The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
7. Fees. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, we will pay all other AAA and arbitrator’s fees and expenses. Any fees greater than the filing fees of the small claims court in your home jurisdiction will be paid by ResellerClub.
8. Individual Basis; Jury Trial Waiver. To the fullest extent permitted by applicable law, you and ResellerClub each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and ResellerClub each waive any right to a jury trial. You and ResellerClub expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. Further, you agree that the arbitrator may not consolidate proceedings or more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
9. Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.
10. Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and ResellerClub each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and ResellerClub each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
11. Opting Out. If you do not want to arbitrate disputes with us and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@resellerclub.com within thirty (30) days of the first of the date you access or use the Service.
12. Confidentiality. The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

This file was last modified on March 22, 2022.

This server addendum (“Server Addendum”) also applies to you if you purchased VPS or dedicated server services and are incorporated by reference into the ResellerClub Terms of Service. Unless otherwise stated, defined terms in this Server Addendum have the meanings provided in the Terms of Service. ResellerClub may modify this Server Addendum at any time without notice.

1. Cancellations and Refunds

   1. Customers may cancel their VPS services at any time via the Customer/Reseller Control Panel.
   2. For more information about our money back guarantee and refund policy for VPS services please refer to the Cancellations and Refunds section of our Terms of Service.

2. Prohibited Uses

   1. In addition to any Prohibited Uses outlined in the Acceptable Use Policy, customers may not:
      1. Utilize the Services to run public IRCd’s or malicious bots.
      2. Utilize the Services to run any type of BitTorrent client or tracker that links to or downloads illegal content.
      3. Utilize the Services to run an Open/Public proxy, or use a proxy to access illegal/malicious content.
      4. Utilize the Services to use I/O intensive applications which adversely affect normal server operations.
      5. Utilize the Services in any manner which adversely affect normal server operations.

3. Certain Rights

   1. 1. ResellerClub can take any action to enforce its rights under this Server Addendum or the ResellerClub Terms of Service, which includes but is not limited to, accessing our server by any means, and if required: (i) resetting our server passwords; and/or (ii) suspending User access to our server and/or deleting User access (and thereafter deleting such User’s data from our server).
      2. ResellerClub shall offer support to the User, only if there is a failure with:
         (i) the hardware of our servers; (ii) the network infrastructure supporting our servers; (iii) the deployment of our servers; (iv) the installation of supported operating systems, if any; and (v) setting up reverse domain name systems for the internet protocol addresses (IPs) given by the ResellerClub.
      3. User is advised to and shall be solely responsible for: (i) handling the reputation of IPs and taking necessary steps to delist any blacklisted IPs; (ii) updating and patching the operating system and applications on our server provided to the User; (iii) making changes to our server that impact the display of information in the Customer/Reseller Control Panel.
         

4. Inodes

   1. Generally, accounts may come with a default inode limit of 1,000,000 to better protect the file system; provided, however, that such limit may vary depending on the package or services you purchased.

5. cPanels Accounts

   1. Our VPS and dedicated server packages include 100 cPanel accounts at no extra charge. However, if you exceed 100 cPanel accounts, you will be billed for each additional cPanel account, at our then current rates.

6. Mail Policy

   1. VPS accounts will be governed by our Acceptable Use Policy .

7. Backup and Data Loss

   1. ResellerClub does not provide any backups for the servers. Your use of our services is solely at your own risk. ResellerClub is not responsible for files and/or data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on ResellerClub’s servers.

This file was last modified on April 13, 2024.

If you are accessing ResellerClub from a mobile device using the ResellerClub mobile application (the "Application"), the following terms and conditions (the "Application Terms") apply to your usage of the Application. These Application Terms are an agreement between you (“you” or “your”) and P.D.R Solutions (U.S.) LLC unless you are a user in India. For all users in India, this is an agreement between you and Endurance International Group (India) Private Limited, an Indian corporation. For all customers outside of India, “ResellerClub”, ”we”, “us” or “our” shall refer to P.D.R Solutions (U.S.) LLC, and for all customers in India, the same shall refer to Directi Web Technology Private Limited. In addition, you hereby agree to and affirm your agreement with the ResellerClub Terms of Service. Your use of the Application confirms your agreement to these Application Terms and the ResellerClub Terms of Service.

1. GRANT OF RIGHT TO USE

   ResellerClub grants you the right to use the Application only for your personal use. You must comply with all applicable laws when using the Application.

2. INTELLECTUAL PROPERTY RIGHTS

   ResellerClub owns, or is the licensee to, all right, title, and interest in and to the Application, including all rights under patent, copyright, trademark, and all other proprietary rights, whether registered or unregistered, including all applications, renewals, extensions, and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any Application and you will not remove, obscure, or alter any ResellerClub copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with the Application.

3. EXCLUSIVITY OF CONTRACTUAL RELATIONSHIP

   1. 1. The Resellerclub mobile app is available for install on Google Play Store and Apple App Store.
      2. You may install the Application only on your own personal mobile device.
      3. In case of Android devices, the Application Terms, is an agreement between you and ResellerClub only. Google and/or Google Play are not parties to these Application Terms.
      4. In case of Apple devices, the Application Terms, is an agreement between you and ResellerClub only. Apple App Store are not parties to these Application Terms.
      5. Any issues pertaining to your use of the Application may only be addressed to ResellerClub and not Google and/or Google Play or Apple App Store.

4. Additional Policies; Grievance Redressal Officer

   By virtue of your acceptance of the ResellerClub Terms of Service, you also hereby agree to abide with all policies and agreements contained and incorporated by reference therein, including but not limited to ResellerClub’s Privacy Notice and Acceptable Use Policy. Please refer to the Acceptable Use Policy for more information and how to contact our Grievance Redressal Officer.

5. Export Control

   The Application is subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Application to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Application, 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 target of OFAC sanctions (including Cuba, Iran, Syria, Sudan, North Korea, or the Crimea region 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 U.S. Government license. The obligations under this section shall survive any termination or expiration of these Application Terms or your use of the Application.

   This file was last modified on August 14, 2020.

This addendum (“Addendum”) between Registrar and you, as reseller (the "Reseller"), modifies that certain Reseller Agreement between the parties (the “Agreement”). Registrar and Reseller shall herein be referred to each as a “Party” and collectively as the “Parties”. Terms used in this Addendum but not defined herein shall have the meaning attributed to them in the Agreement.

This Addendum sets forth additional data privacy provisions to be added to the Agreement. These privacy provisions shall have precedence over any conflicting provisions with respect to the processing of Personal Data currently included in the Agreement. This Addendum, shall form part of the Agreement, as well as any purchase order, work order, addendum or local agreement signed as part of or pursuant to the Agreement.

1. Definitions.

   1. “GDPR”shall refer herein 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.
   2. “Data Controller”shall be defined as it is under GDPR.
   3. “Personal Data”shall be defined as it is under GDPR.

2. Processing of Data.

   To the extent that Reseller processes Personal Data as a Data Controller, Reseller shall:

   1. Comply with GDPR when processing Personal Data. In particular, Reseller warrants that it will only process Personal Data for the purposes of carrying out Reseller’s obligations as set forth in the Agreement and ensuring the parties comply with the terms of the Agreement;
   2. Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of processing;
   3. Other than to countries approved, from time to time, as having equivalent protection for Personal Data by the European Commission, not transfer such Personal Data outside the European Economic Area (“EEA”) without the explicit consent of Registrar and, to the extent such Personal Data is accessed from, or processed in countries outside the EEA, Reseller shall comply with the data importer’s obligations set out in the standard contractual clauses for the transfer of Personal Data to data controllers established in third countries as set out in Commission Decision 2004/915/EC of 27 December 2004, which are hereby incorporated into and form part of this Data Processing Agreement, in the form set out in the Schedule attached hereto and incorporated herein (the “Controller to Controller Model Clauses”) and Registrar will comply with the Data Exporter’s obligations in such Controller to Controller Model Clauses;
   4. At Registrar’s request (from time to time) enter separately into the Controller to Controller Model Clauses with Registrar;
   5. Promptly assist Registrar in complying with any data subject rights request under the GDPR that Registrar may receive from any individuals to whom any Personal Data relates; and
   6. Promptly assist Registrar in complying with any duties to cooperate with supervisory authorities under the GDPR.

   Except as expressly modified and amended by this Addendum, the Parties agree that the Agreement shall continue in full force and effect as provided therein, and the Parties reaffirm all of its provisions.

   
   

   This file was last modified on November 13th, 2018.

1. How much disk space and bandwidth will my plan include?

   Disk space and bandwidth is "Unmetered" which means you are not charged according to the amount of disk space or bandwidth you use. However, that being said, we do require all customers to be fully compliant with our Terms of Service and its policies, which includes our Acceptable Use Policy (“TOS”), and to only utilize disk space and bandwidth in the normal operation of a personal or small business website.

   For example, such customers who are using 25% or more of system resources for longer than 90 seconds would be in violation of our TOS, which includes our Acceptable Use Policy and other policies. Please see our TOS or contact us with any questions.

2. What happens if I exceed usage?

   If we have concerns about your account's bandwidth or disk space utilization, you will receive an email asking you to reduce usage. Again, it is very rare for a customer who is managing a personal or small business website to exceed our TOS, which includes our Acceptable Use Policy and other policies.

This addendum (“Domain Backorder Service Addendum”) applies to you if you purchased ResellerClub Domain Backorder Service (the “Domain Backorder Service”) and are incorporated by reference into ResellerClub Terms of Service. Unless otherwise stated, defined terms in this Domain Backorder Service Addendum have the meanings provided in the Terms of Service. ResellerClub may modify this Addendum at any time without notice. When you subscribe to and/or are otherwise enrolled in the Domain Backorder Service, you authorize and direct ResellerClub affiliated registrar (the “Registrar”) to attempt the acquisition of a domain name (designated by you) on your behalf in the event such domain name becomes available for registration. By placing a backorder on a domain name, Registrar will monitor and attempt to acquire the domain name for you should it become available.

1. There’s a nonrefundable annual subscription fee for the Domain Backorder Service. Until you cancel or the domain is successfully acquired by Registrar, the Domain Backorder Service shall automatically renew for successive periods at the then current rate. Subsequent renewals of the Domain Backorder Service are also nonrefundable
2. The Domain Backorder Service is limited to the top-level domains that are available at the time of subscription through Registrar.
3. ResellerClub, in its sole discretion, shall determine the prices it will charge for the Domain Backorder Service and the terms and conditions applicable to the same, and ResellerClub may amend such pricing and/or terms and conditions in accordance with this Agreement. If you do not agree with any such change, you may terminate the Domain Backorder Service in accordance with this Addendum, otherwise all such changes shall thereafter be effective, and you agree that the ResellerClub is authorized to charge your credit card or other approved payment method for any new fees
4. You agree that when your backordered domain name is acquired, ResellerClub will charge you the price of the one-year domain name registration at the then current rate.
5. The Domain Backorder Service will be terminated and deleted once the domain is acquired and awarded. Multiple orders for the same domain name will be on a first come, first served basis.
6. We do not guarantee the acquisition of any domain name and expressly reserve the right to refuse backorders or cancel existing backorders at any time and for any reason at our sole discretion. Should you successfully backorder any domain name, you will be subject to the terms and conditions of our Domain Registration Agreement and related agreements, which are incorporated herein by reference
7. You acknowledge and agree that the Services may involve access to Third Party Functionality (“Third Party Functionality”). You expressly agree that this Third Party Functionality shall be used by you in accordance with the terms of any relevant third party licenses. Your failure to abide by any third party license may result in the immediate termination of the Domain Backorder Service by ResellerClub, Registrar or the third party provider. ResellerClub does not control such Third Party Functionality and is therefore not liable for any issues of any kind relating to the Third Party Functionality. ResellerClub reserves the right, at its sole discretion, to terminate, suspend, cancel or alter your access to Third Party Functionality at any time.
8. Customers may cancel their Domain Backorder Service at any time via the Customer/Reseller Control Panel. In the event that you cancel the Domain Backorder Service, the fees for the Domain Backorder Service are nonrefundable.

This file was last modified on 13th December 2023.