Legal Agreeements
CUSTOMER MASTER AGREEMENT
This Customer MASTER Agreement (hereinafter referred to as the "Agreement") is
made, entered into and executed on June 26, 2007 (hereinafter referred to
as the "Effective Date")
BETWEEN: -
apexTechno. (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) "Business Day" refers to a working day between Mondays to Friday
excluding all Public Holidays.
(3) "Clear Balance" refers to credit in the Customer Advance Account after
deducting any accrued liabilities, Locked Funds and debited amounts.
(4) "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.
(5) "Customer Contact Details" refers to the Contact Details of the
Customer as listed in the OrderBox Database
(6) "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
(7) "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.
(8) "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.
(9) "OrderBox Database" is the collection of data elements stored on the
OrderBox Servers.
(10) "OrderBox Servers" refer to Machines / Servers that Parent or its
Service Providers maintain to fulfill services and operations of the OrderBox
(11) "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.
(12) "Order" refers to a Parent Product purchased by the Customer having a
unique Order ID in the OrderBox Database.
(13) "Parent Products" refer to all Products and Services of Parent which
it has provided/rendered/sold, or is providing/rendering/selling.
(14) "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.
(15) "Parent Website" refers to www.xentopia.net
(16) "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.
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. 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.
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
Reseller and Parent in accordance with its terms;
(3) The execution, delivery, and performance of this Agreement and the
consummation by Parent and the Reseller 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; and
(3) the Customer is eligible, to enter into this Contract according to the
laws of his 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) Parent and Service Providers, in their sole discretion, expressly
reserve the right to without notice or refund, delete, suspend, deny, cancel,
modify, 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, 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, or to correct mistakes made by Parent or its Service
Providers in processing or executing an Order, or incase of any breach of this
agreement, or incase of violation of any Terms listed in all the Appendices,
or incase Parent learns of a possibility of breach or violation of this
agreement or its appendices 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, anti-spam, 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, if an Order has expired, or has been suspended, or does not contain
valid information to direct it to any destination.
(9) Parent has the right to rectify any mistakes in the data in the
OrderBox Database with retrospective effect.
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 written notice of termination delivered as
per Section 24 (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
Reseller 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 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.
(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.
(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
However, that in any such case Parent may serve either of the Customer with
notice of any such claim and upon their written request, Parent will provide
to them all available information and assistance reasonably necessary for them
to defend such claim, provided that they reimburse Parent for its actual
costs.
(2) The Customer will not enter into any settlement or compromise of any
such indemnifiable claim without Parent'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 Reseller 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 EXPRESSLY DISCLAIMS 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.
PARENT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE ABOVE WILL
MEET THE CUSTOMER'S REQUIREMENTS, OR THAT THE OPERATION OF THE ANY OF THE
ABOVE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN ANY OF THE ABOVE
WILL BE CORRECTED. PARENT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.
FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING
THE USE OR THE RESULTS OF THE OrderBox, PARENT 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 delivered to the legal
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 required or permitted to be
delivered to the Customer under this Agreement shall be in writing unless
otherwise specified and shall be deemed properly delivered, given and received
when delivered to contact address of the Customer in the OrderBox Database.
(3) Any notice or other communication to be delivered to any party via
email under this agreement shall be deemed to have been properly delivered if
sent in case of Parent to its Legal Contact mentioned in the Customer Control
Panel or on the Parent Website and in case of the Customer to their respective
email address 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'
TERMS AND CONDITIONS OF OrderBox USAGE
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, directly or
indirectly, in violation of any federal, state or local rule, regulation or
law, or for any unlawful purpose, or to promote adult-oriented or "offensive"
material, or related to any unsolicited bulk e-mail directly or indirectly
(such as by referencing an OrderBox provided service within a spam email or as
a reply back address), or related to ANY unsolicited marketing efforts offline
or online, directly or indirectly, 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 -
(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) Using OrderBox services to point to or otherwise direct 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) Using OrderBox directly or indirectly for any of the below activities
activities:
(1) Transmitting Unsolicited Commercial e-mail (UCE)
(2) Transmitting bulk e-mail
(3) Being listed, or, in our sole opinion is about to be listed, in any
Spam Blacklist or DNS Blacklist
(4) Posting bulk Usenet/newsgroup articles
(5) Denial of Service attacks of any kind
(6) Excessive use of any web service obtained under this agreement beyond
reasonable limits as determined by the Parent in its sole discretion
(7) Copyright or trademark infringement
(8) Unlawful or illegal activities of any kind
(9) Promoting net abuse in any manner (providing software, tools or
information which enables, facilitates or otherwise supports net abuse)
(10) Causing lossage or creating service degradation for other users
whether intentional or inadvertent.
(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
(4) 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
The Customer use and disclosure of Confidential Information disclosed
hereunder are subject to the following terms and conditions: -
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) The Customer duties under this Appendix shall expire five (5) years
after the information is received or earlier, upon written agreement of the
parties.
(11) 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 reimbursed
fully to the Customer, on request of the Customer. 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.
DOMAIN REGISTRANT AGREEMENT
This Domain Registrant Agreement (hereinafter referred to as the "Agreement")
between you ("you", "your" or "Registrant") and the Registrar of the Domain
Name, or .NAME Defensive Registration, or .NAME Mail Forward (the "Order") that
you have registered/reserved through or transferred to Registrar, sets forth the
terms and conditions of Registrar's domain name registration service and other
associated services as described herein.
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 terms "you", "your" and "Registrant"
shall refer to such entity.
This Agreement explains our obligations to you, and your obligations to us in
relation to each Domain Name, or .NAME Defensive Registration, or .NAME Mail
Forward that you have registered/reserved through or transferred to Registrar
("Order"), directly or indirectly, whether or not you have been notified about
Registrar.
This Agreement will become effective when the term of your Order begins with
Registrar and will remain in force until the Order remains as an active Order
with Registrar. Registrar may elect to accept or reject the Order application
for any reason at its sole discretion, such rejection including, but not limited
to, rejection due to a request for a prohibited Order.
WHEREAS, Registrar is authorized to provide Internet registration and management
services for second-level domain names within .COM, .NET, .ORG, .BIZ, .INFO,
.NAME and .US top level domains and .NAME Defensive Registrations and .NAME Mail
Forwards;
AND WHEREAS, the Registrant is the Owner of a registration of a second-level
domain name ("the SLD") in any of the .COM, .NET, .ORG, .BIZ, .INFO, .NAME and
.US top level domain ("the TLD") or a .NAME Defensive Registration or a .NAME
Mail Forward registered through Registrar, directly or indirectly;
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, Registrar
and the Registrant, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS
(1) "Business Day" refers to a working day between Mondays to Friday excluding
all Public Holidays.
(2) "Communications" refers to date, time, content, including content in any
link, of all oral / transmitted / written communications / correspondence
between Registrar, and the Registrant, and any Artificial Juridical Person,
Company, Concern, Corporation, Enterprise, Firm, Individual, Institute,
Institution, Organization, Person, Society, Trust or any other Legal Entity
acting on their behalf.
(3) "Customer" refers to the customer of the Order as recorded in the OrderBox
Database
(4) "OrderBox" refers to the set of Servers, Software, Interfaces, Registrar
Products and API that is provided for use directly or indirectly under this
Agreement by Registrar and/or its Service Providers.
(5) "OrderBox Database" is the collection of data elements stored on the
OrderBox Servers.
(6) "OrderBox Servers" refer to Machines / Servers that Registrar or its Service
Providers maintain to fulfill services and operations of the OrderBox
(7) "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.
(8) "Registrar" refers to the Registrar of record as shown in a Whois Lookup for
the corresponding Order at the corresponding Registry Operator
(9) "Registrar Products" refer to all Products and Services of Registrar which
it has provided/rendered/sold, or is providing/rendering/selling.
(10) "Registrar Servers" refer to web servers, Mailing List Servers, Database
Servers, OrderBox Servers, Whois Servers and any other Machines / Servers that
Registrar or its Service Providers Operate, for the OrderBox, the Registrar
Website, the Registrar Mailing Lists, Registrar Products and any other
operations required to fulfill services and operations of Registrar.
(11) "Registrar Website" refers to the website of registrar
(12) "Registry Operator" 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 is involved in the management of any portion of the registry of the
TLD, including but not limited to policy formation, technical management,
business relationships, directly or indirectly as an appointed contractor;
(13) "Resellers" - The Registrant may purchase the Order through a reseller, who
in turn may purchase the same through a reseller and so on (collectively known
as the "Resellers")
(14) "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 the Customer and/or Registrar and/or Service Providers (recursively)
may, directly or indirectly, Engage / Employ / Outsource / Contract for the
fulfillment / provision / purchase of Registrar Products, OrderBox, and any
other services and operations of Registrar.
(15) "Whois" refers to the public service provided by Registrar and Registry
Operator whereby anyone may obtain certain information associated with the Order
through a "Whois Lookup"
(16) "Whois Record" refers to the collection of all data elements of the Order,
specifically its Registrant Contact Information, Administrative Contact
Information, Technical Contact Information, Billing Contact Information,
Nameservers if any, its Creation and Expiry dates, its Registrar and its current
Status in the Registry.
2. OBLIGATIONS OF THE REGISTRANT
(1) The Registrant agrees to provide, maintain and update, current, complete and
accurate information of the Whois Record and all the data elements about the
Order in the OrderBox Database during the term of the Order. Registrant agrees
that provision of inaccurate or unreliable information, and/or Registrant's
failure to promptly update information, or non-receipt of a response for over
five (5) calendar days to inquiries sent to the email address of the Registrant
or any other contact listed for the Order in the OrderBox database concerning
the accuracy of contact information associated with the Order shall be
constituted as a breach of this Agreement and a basis for freezing, suspending,
or deleting that Order
(2) The Registrant acknowledges that in the event of any dispute and/or
discrepancy concerning the data elements of the Order in the OrderBox Database,
the data element in the OrderBox Database records shall prevail.
(3) The Registrant acknowledges that the authentication information for complete
control and management of the Order will be accessible to the Registry Operator,
Service Providers, Resellers and the Customer. Any modification to the Order by
the Resellers, Customer or Service Providers will be treated as if it is
authorized by the Registrant directly. Registrar is not responsible for any
modification to the Order by the Customer, Resellers, Registry Operator, or
Service Providers.
(4) The Registrant acknowledges that all communication about the Order will be
only done with the Customer or the Resellers of the Order. Registrar is not
required to, and may not directly communicate with the Registrant during the
entire term of the Order.
(5) The Registrant shall comply with all terms or conditions established by
Registrar, Registry Operator and/or Service Providers from time to time.
(6) The Registrant must comply with all applicable terms and conditions,
standards, policies, procedures, and practices laid down by ICANN and the
Registry Operator.
(7) During the term of this Agreement and for three years thereafter, the
Registrant shall maintain the following records relating to its dealings with
Registrar, Resellers and their Agents or Authorized Representatives: -
(1) In electronic, paper or microfilm form, all written communications with
respect to the Order.
(2) In electronic form, records of the accounts of the Order, including dates
and amounts of all payments, discount, credits and refunds.
The Registrant shall make these records available for inspection by Registrar
upon reasonable notice not exceeding 14 days.
3. REPRESENTATIONS AND WARRANTIES
Registrar and Registrant 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
Registrant and Registrar in accordance with its terms;
(3) The execution, delivery, and performance of this Agreement and the
consummation by Registrar and the Registrant 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 Registrant and Registrar;
(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 Registrant represents and warrants that:
(1) the Registrant has read and understood every clause of this Agreement
(2) the Registrant 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; and
(3) the Registrant is eligible, to enter into this Contract according to the
laws of his country
4. RIGHTS OF REGISTRAR, REGISTRY OPERATOR AND SERVICE PROVIDERS
(1) Registrar, Service Providers and Registry Operator may change any
information, of the Order, or transfer the Order to another Registrant, or
transfer the Order to another Customer, upon receiving any authorization from
the Registrant, or the Customer, or Resellers as maybe prescribed by Registrar
from time to time.
(2) Registrar, Service Providers and Registry Operator may provide/send any
information, about the Registrant, and the Order including Authentication
information
(1) to the Registrant
(2) to any authorised representative, agent, contractee, employee of the
Registrant upon receiving authorization in any form as maybe prescribed by
Registrar from time to time
(3) to the Customer, Resellers, Service Providers and Registry Operator
(4) to anyone performing a Whois Lookup for the Order
(3) Registrar in its own discretion can at any point of time with reasonable
notification temporarily or permanently cease to sell any Registrar Products
(4) Registrar and the Registry Operator, 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 Registrar may refund the fees charged for the
Order, after deducting any processing charges for the same.
(5) Registrar, Registry Operator and Service Providers, in their sole
discretion, expressly reserve the right to without notice or refund, delete,
suspend, deny, cancel, modify, take ownership of or transfer the Order, or to
modify, upgrade, suspend, freeze OrderBox, in order to recover any Payment from
the Registrant, Customer or Resellers, for any service rendered by Registrar
including services rendered outside the scope of this agreement, or to correct
mistakes made by Registrar, Registry Operator or Service Providers in processing
or executing the Order, or incase of any breach of this Agreement, or incase
Registrar learns of a possibility of breach or violation of this Agreement which
Registrar in its sole discretion determines to be appropriate, or incase of
Termination of this agreement, or if Registrar learns of any such event which
Registrar reasonably determines would lead to Termination of this Agreement or
would constitute as Breach thereof, or to protect the integrity and stability of
the Registrar Products, OrderBox, and the Registry 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
accordance/compliance with any agreements executed by Registrar including but
not limited to agreements with Service Providers, and/or Registry Operator,
and/or Customers and/or Resellers, or to avoid any liability, civil or criminal,
on the part of Registrar and/or Service Providers, and/or the Registry Operator,
as well as their affiliates, subsidiaries, officers, directors and employees, or
if the Registrant and/or Agents or any other authorized representatives of the
Registrant violate any applicable laws/government rules, including but not
limited to, intellectual property, copyright, patent, anti-spam, or Registrar
learns of the possibility of any such violation or upon appropriate
authorization (what constitutes appropriate authorization is at the sole
discretion of Registrar) from the Registrant or Customer or Reseller or their
authorized representatives, or if Registrar, Registry Operator or Service
Providers in their sole discretion determine that the information associated
with the Order is inaccurate, or has been tampered with, or has been modified
without authorization, or if Registrar or Service Providers in their sole
discretion determine that the ownership of the Order should belong to another
entity, or if Reseller/Customer/Registrant does not comply with any applicable
terms and conditions, standards, policies, procedures, and practices laid down
by Registrar, Service Providers, ICANN, the Registrar, the Registry Operator or
for any appropriate reason. Registrar or Registry Operator, also reserve the
right to freeze the Order during resolution of a dispute. The Registrant agrees
that Registrar, Registry Operator and Service Providers, and the contractors,
employees, directors, officers, representatives, agents and affiliates, of
Registrar, Registry Operator and Service Providers, are not liable for loss or
damages that may result from any of the above.
(6) Registrar and Service Providers can choose to redirect an Order to any IP
Address including, without limitation, to an IP address which hosts a parking
page or a commercial search engine, if an Order has expired, or is suspended, or
does not contain valid Name Servers to direct it to any destination.
(7) Registrar and Registry Operator has the right to rectify any mistakes in the
data in the OrderBox Database with retrospective effect.
5. DISPUTE PROCESS
The Registrant agrees that, if the use of the Order is challenged by a third
party, the Registrant will be subject to the provisions of the appropriate
Dispute policy for that Order as mentioned in the appropriate Appendix in effect
at the time of the dispute. The Registrant agrees that in the event a dispute
arises with any third party, the Registrant will indemnify and hold Registrar,
Registry Operator (VeriSign/ NeuLevel/ NeuStar/ Afilias/ Public Interest
Registry) and Service Providers harmless in all circumstances, and that
Registrar, Registry Operator and Service Providers will have no liability of any
kind for any loss or liability resulting from any such dispute, including the
decision and final outcome of such dispute. If a complaint has been filed with a
judicial or administrative body regarding the Registrant's use of the Order, the
Registrant agrees not to make any changes to the Order without Registrar's prior
approval. Registrar may not allow the Registrant to make changes to such Order
until:
(1) Registrar is directed to do so by the judicial or administrative body, or
(2) Registrar receives notification, in a manner prescribed by Registrar from
time to time, by the Registrant and the other party contesting the Registrant
registration or use of the Order, that the dispute has been settled.
6. TERM OF AGREEMENT / RENEWALS
(1) The term of this Agreement shall continue until the registrant of the Order
in the OrderBox database continues to be the Registrant and the Order continues
to exist and the Order Registration term continues to exist.
(2) Registrant acknowledges that it is the Registrant's responsibility to keep
records and maintain reminders regarding the expiry of any Order. As a
convenience to the Registrant, and not as a binding commitment, we may notify
the Customer, via an email message sent to the contact information associated
with the Customer in the OrderBox database, about the expiry of the Order.
Should renewal fees go unpaid for an Order, the Order will expire.
(3) Registrant acknowledges that after expiration of the term of an Order,
Registrant has no rights on such Order, or any information associated with such
Order, and that ownership of such Order now passes on to the Registrar.
Registrar and Service Providers may make any modifications to said Order or any
information associated with said Order. Registrar and Service Providers may
intercept any network/communication requests to such Order and process them in
any manner in their sole discretion. Registrar and Service Providers may choose
to monetize such requests in any fashion at their sole discretion. Registrar 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. Registrar and Service Providers may choose to delete said Order at
anytime after expiry upon their sole discretion.
(4) Registrar 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.
(5) Registrar 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
(6) This Agreement shall terminate immediately in the event
(1) Registrar's contract with the Service Providers for the fulfillment of such
Order is terminated or expires without renewal
(2) Registrar's contract with the Registry Operator is terminated or expires
without renewal
(3) Registry Operator ceases to be the Registry Operator for the particular TLD
(4) of Registrant-Registrant Transfer as per Section 8
(5) of Registrar-Registrar Transfer as per Section 9
(7) Upon Termination of this Agreement, Registrar may
delete/suspend/transfer/modify the Order and suspend OrderBox Users' access to
the OrderBox with immediate effect, upon the sole discretion of Registrar
(8) Neither Party shall be liable to the other for damages of any sort resulting
solely from terminating this Agreement in accordance with its terms, unless
specified otherwise. The Registrant however shall be liable for any damage
arising from any breach by it of this Agreement.
7. FEES / RENEWAL
Payment of fees shall be governed as per the Payment Terms and Conditions set
out in Appendix 'C'
8. REGISTRANT - REGISTRANT TRANSFER
(1) Registrar may transfer the Order of the Registrant to another registrant
under the following circumstances: -
(1) Authorization from the Registrant and/or their Agent or Authorized
Representative in a manner prescribed by Registrar from time to time;
(2) Authorization from the Customer and/or the Reseller in a manner prescribed
by Registrar
(3) On receiving orders from a competent Court or Law Enforcement Agency;
(4) For fulfillment of a decision in a domain dispute resolution
(5) Breach of Contract;
(6) Termination of this Agreement;
(7) Registrar learns of any such event, which Registrar reasonably determines
would lead to Termination of this Agreement, or would constitute as Breach
thereof.
(2) In the above circumstances the Registrant shall extend full cooperation to
Registrar in transferring the Order of the Registrant to another registrant
including without limitation, handing over all data required to be stored by the
Registrant as per Section 3(5), and complying with all requirements to
facilitate a smooth transfer.
(3) The Registrant's Order may not be transferred until Registrar receives such
written assurances or other reasonable assurance that the new registrant has
been bound by the contractual terms of this Agreement (such reasonable assurance
as determined by Registrar in its sole discretion). If the Transferee fails to
be bound in a reasonable fashion (as determined by Registrar in its sole
discretion) to the terms and conditions in this Agreement, any such transfer
maybe considered by Registrar as null and void in its sole discretion.
9. REGISTRAR-REGISTRAR TRANSFER
(1) The Registrant acknowledge and agree that during the first 60 days after
initial registration of the Order, or after expiration of the Order the
Registrant will not be able to transfer the Order to another Registrar.
(2) The Registrant agrees to provide authorization to Registrar for the transfer
of the Order to another Registrar. Registrar, in its sole discretion will
determine, if such authorization is adequate to allow the Transfer.
(3) The Registrant's request to transfer to another Registrar may be denied in
situations described in this Agreement including, but not limited to:
(1) a dispute over the identity of the domain name holder;
(2) bankruptcy; and default in the payment of any fees.
(3) any pending dues from the Customer or Resellers' or Registrant for any
services rendered, whether under this agreement or otherwise
(4) any pending Domain Dispute Resolution process with respect to the Order
(5) if the Order has been locked or suspended by the Customer or Resellers
(4) Registrar may at its sole discretion lock or suspend the Order to prevent a
Domain Transfer
10. LIMITATION OF LIABILITY
IN NO EVENT WILL REGISTRAR, REGISTRY OPERATOR OR SERVICE PROVIDERS OR
CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE REGISTRANT FOR ANY
LOSS OF REGISTRATION AND USE OF THE ORDER, 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
REGISTRAR AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
REGISTRAR 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 AS STATED IN SECTION
21 OF THIS AGREEMENT;
(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 REGISTRAR 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 Registrar by the Registrant, then in no event
will the liability of Registrar exceed actual amount received by Registrar for
the Order minus direct expenses incurred with respect to the Order.
REGISTRANT ACKNOWLEDGES THAT THE CONSIDERATION RECEIVED BY REGISTRAR 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 REGISTRAR RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT
RECEIVED BY REGISTRAR IN RELATION TO THE ORDER.
11. INDEMNIFICATION
(1) The Registrant, at its own expense, will indemnify, defend and hold
harmless, Registrar, Service Provider, Registry Operator (VeriSign/ NeuLevel/
NeuStar/ Afilias/ Public Interest Registry), Resellers and the contactors,
employees, directors, officers, representatives, agents and affiliates, of
Registrar, Registry Operator(VeriSign/ NeuLevel/ NeuStar/ Afilias/ Public
Interest Registry), Service Providers, and Resellers against any claim, suit,
action, or other proceeding brought against them based on or arising from any
claim or alleged claim, of third parties relating to or arising under this
Agreement, Registrar Products provided hereunder, or any use of the Registrar
Products, including without limitation:-
(1) infringement by the Registrant, or someone else using a Registrar Product
with the Registrant's computer, of any intellectual property or other
proprietary right of any person or entity
(2) arising out of any breach by the Registrant of this Agreement.
(3) arising out of, or related to, the Order or use of the Order
However, that in any such case Registrar may serve either of the Registrant with
notice of any such claim and upon their written request, Registrar will provide
to them all available information and assistance reasonably necessary for them
to defend such claim, provided that they reimburse Registrar for its actual
costs.
(2) The Registrant will not enter into any settlement or compromise of any such
indemnifiable claim without Registrar's prior written consent, which shall not
be unreasonably withheld.
(3) The Registrant 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 Registrar 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 Registrar to the Registrant, or by any disclosure of any Confidential
Information to the Registrant under this Agreement.
Registrant shall further ensure that the Registrant 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. Registrant acknowledges that Registrar cannot and does not check
to see whether any service or the use of the services by the Registrant under
this Agreement, infringes legal rights of others.
13. OWNERSHIP AND USE OF DATA
(1) You agree and acknowledge that Registrar 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) Registrar, Service Providers and the Registry Operator 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 Registrar, or Registry Operator 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 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.
15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT
(1) During the period of this Agreement, the Registrant agrees that Registrar
may: -
(1) revise the terms and conditions of this Agreement; and
(2) change the services provided under this Agreement
(2) Registrar, or the Registry Operator or any corresponding/designated policy
formulating body may revise ANY of the Dispute policies, and eligbility
criterias set forth in the various appendices as well as in any of the external
URLs referenced within the appendices
(3) Any such revision or change will be binding and effective immediately on
posting of the revision on the Registrar Website or the corresponding URL
referenced in this Agreement
(4) The Registrant agrees to review the Registrar Website and all other URLs
referenced in this Agreement, periodically, to be aware of any such revisions
(5) The Registrant agrees that, continuing use of the services under this
Agreement following any revision, will constitute as an acceptance of any such
revisions or changes
(6) The Registrant acknowledges that if the Registrant does not agree to any
such modifications, the Registrant may terminate this Agreement within 30 days
of such revision. In such circumstance Registrar will not refund any fees paid
by the Registrant.
16. PUBLICITY
The Registrant 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 Registrar'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 Registrant gives Registrar the right to use the Registrant names in
marketing / promotional material with regards to Registrar Products to Visitors
to the Registrar Website, Prospective Clients and existing and new customers.
17. TAXES
The Registrant 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 Registrar Products.
18. 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 six months of such interference, provided
that such party uses best efforts to avoid or remove such causes of non
performance as soon as possible.
19. 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; provided, however, that any such successor or assign be permitted
pursuant to the Articles, Bylaws or policies of Registrar.
The Registrant shall not assign, sublicense or transfer its rights or
obligations under this Agreement to any third person/s except as provided for in
Section 8 (REGISTRANT - REGISTRANT TRANSFER) or with the prior written consent
of Registrar.
Registrant agrees that if Registrant licenses the use of the Order to a third
party, the Registrant nonetheless remains the Registrant of record, and remains
responsible for all obligations under this Agreement.
20. NO GUARANTY
The Registrant acknowledges that registration or reservation of the Order does
not confer immunity from objection to the registration, reservation, or use of
the Order.
21. DISCLAIMER
THE ORDERBOX, REGISTRAR SERVERS, OrderBox Servers, Registrar Website 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.
REGISTRAR 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.
REGISTRAR 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
REGISTRAR SERVERS. WITHOUT LIMITING THE FOREGOING, REGISTRAR AND SERVICE
PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY
INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH ORDERBOX OR REGISTRAR 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/REGISTRAR SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL
OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS
OR SERVICES PERFORMED BY REGISTRAR 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
REGISTRAR 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.
REGISTRAR 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, REGISTRAR NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING
THE USE OR THE RESULTS OF THE ORDERBOX, ORDERBOX SERVERS, REGISTRAR WEBSITE AND
ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES
IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
22. JURISDICTION & ATTORNEY'S FEES
This Agreement shall be governed by and interpreted and enforced in accordance
with the laws of India applicable therein without reference to rules governing
choice of laws. Any action relating to this Agreement must be brought in Mumbai
High Court or Court sub-ordinate to it, situated in Mumbai. Registrar reserves
the right to enforce the law in the Country/State/District where the
Registered/Corporate/Branch Office, or Place of Management/Residence of the
Registrant 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.
23. 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 Registrar
and the Registrant as well as all respective successors and permitted assigns.
(5) Survival: In the event of termination of this Agreement for any reason,
Sections 1, 2, 4, 5, 6, 7, 10, 11, 12, 13, 14, 16, 17, 20, 21, 22, 9, 10, 11,
12, 13, 14, 16, 17, 18, 21, 22, 23, 23(3), 23(5), 23(7), 23(11), 24(2) and all
of Appendix A, and all Sections of Appendix B 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 Registrar.
(7) The Registrant, Registrar, its Service Providers, Registry Operator,
Resellers, and Customer 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, Appendix D, Appendix E, Appendix F, Appendix G, Appendix
H 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 Mumbai,
India (IST) i.e. GMT+5:30
24. BREACH
In the event that Registrar suspects breach of any of the terms and conditions
of this Agreement:
(1) Registrar can immediately, without any notification and without assigning
any reasons, suspend / terminate the Registrants access to the OrderBox Server.
(2) The Registrant will be immediately liable for any damages caused by any
breach of any of the terms and conditions of this Agreement.
(3) Registrar can immediately, without any notification and without assigning
any reasons, delete / suspend / terminate / freeze the Order.
25. NOTICE
(1) Any notice or other communication required or permitted to be delivered to
Registrar under this Agreement shall be in writing unless otherwise specified
and shall be deemed properly delivered when delivered to contact address
specified on the Registrar 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 (Indian Standard Time) and otherwise on the
next Business Day.
(2) Any notice or other communication required or permitted to be delivered to
the Registrant under this Agreement shall be in writing unless otherwise
specified and shall be deemed properly delivered, given and received when
delivered to contact address of the Registrant in the OrderBox Database.
(3) Any notice or other communication to be delivered to any party via email
under this agreement shall be deemed to have been properly delivered if sent in
case of Registrar to its Legal Contact mentioned on the Registrar Website and in
case of the Registrant to their respective email address in the OrderBox
Database.
APPENDIX 'A'
TERMS AND CONDITIONS OF OrderBox USAGE
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) Registrar 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 Registrar may deem necessary.
(2) Registrar 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 Registrar. Registrar is not responsible for any action in the OrderBox that
takes place using this authentication information whether authorized or not.
(4) Registrar 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. Registrar 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) Registrar 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) Registrar shall not be liable for any damages due to downtime or
interruption of OrderBox for any duration and any cause whatsoever.
(11) Registrar shall have the right to temporarily or permanently suspend access
of a OrderBox User to the OrderBox if Registrar 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) Registrar 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) Registrant, 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, directly or indirectly,
in violation of any federal, state or local rule, regulation or law, or for any
unlawful purpose, or to promote adult-oriented or "offensive" material, or
related to any unsolicited bulk e-mail directly or indirectly (such as by
referencing an OrderBox provided service within a spam email or as a reply back
address), or related to ANY unsolicited marketing efforts offline or online,
directly or indirectly, or in a manner injurious to Registrar, Registry
Operator, Service Providers or their Resellers, Customers, or their reputation,
including but not limited to the following -
(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 Registrar
(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) Using OrderBox services to point to or otherwise direct traffic to, directly
or indirectly, any material that, in the sole opinion of Registrar, 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 Registrar, to be threatening or obscene or inappropriate
(9) Using OrderBox directly or indirectly for any of the below activities
activities:
(1) Transmitting Unsolicited Commercial e-mail (UCE)
(2) Transmitting bulk e-mail
(3) Being listed, or, in our sole opinion is about to be listed, in any Spam
Blacklist or DNS Blacklist
(4) Posting bulk Usenet/newsgroup articles
(5) Denial of Service attacks of any kind
(6) Excessive use of any web service obtained under this agreement beyond
reasonable limits as determined by the Registrar in its sole discretion
(7) Copyright or trademark infringement
(8) Unlawful or illegal activities of any kind
(9) Promoting net abuse in any manner (providing software, tools or information
which enables, facilitates or otherwise supports net abuse)
(10) Causing lossage or creating service degradation for other users whether
intentional or inadvertent.
(2) Registrar 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
Registrar: -
1. To perform services contemplated under this agreement; and
2. To communicate with Registrar on any matter pertaining to Registrar or its
services
(4) 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'
PAYMENT TERMS AND CONDITIONS
(1) Registrar will accept payment for the Order from the Customer or Resellers
(2) In the event that a payment made via Credit Card or the payment instrument
sent by the Customer or Reseller bounces due to Lack of Funds or any other
Reason, then
(1) Registrar may immediately suspend OrderBox Users' access to the OrderBox
(2) Registrar has the right to terminate this agreement with immediate effect
and without any notice.
(3) Registrar 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 of the Registrant as well as stop / suspend / delete / transfer
any Orders currently being processed.
(4) Registrar in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all
Orders placed by the Registrant to another Customer, or under Registrar's
account.
(5) Registrar 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) Registrar shall have the right to initiate any legal proceedings against the
Registrant to recover any such liabilities.
APPENDIX 'C'
.COM/.NET/.ORG SPECIFIC CONDITIONS
If the Order is a .COM/.NET/.ORG domain name, the Registrant, must also agree to
the following terms:
1. PROVISION OF REGISTRATION DATA
As part of the registration process, you are required to provide us with certain
information and to update this information to keep it current, complete and
accurate. This information includes:
(1) full name of an authorized contact person, company name, postal address,
e-mail address, voice telephone number, and fax number if available of the
Registrant;
(2) the primary nameserver and secondary nameserver(s), if any for the domain
name;
(3) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the technical contact for the domain name;
(4) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the administrative contact for the domain name;
(5) the name, postal address, e-mail address, voice telephone number, and fax
number if available of the billing contact for the domain name; and
2. DOMAIN NAME DISPUTE POLICY.
You agree to be bound by the current Uniform Domain Name Dispute Resolution
Policy, available at http://www.icann.org/udrp/udrp.htm that is incorporated
herein and made a part of this Agreement by reference.
APPENDIX 'D'
.BIZ SPECIFIC CONDITIONS
If the Order is a .BIZ domain name, the Registrant, must also agree to the
following terms:
1. CONDITIONS FOR .BIZ REGISTRATIONS
(1) Registrations in the .BIZ TLD must be used or intended to be used primarily
for bona fide business or commercial purposes. For purposes of the .BIZ
Registration Restrictions ("Restrictions"), "bona fide business or commercial
use" shall mean the bona fide use or bona fide intent to use the domain name or
any content, software, materials, graphics or other information thereon, to
permit Internet users to access one or more host computers through the DNS -
(1) To exchange goods, services, or property of any kind;
(2) In the ordinary course of trade or business; or
(3) To facilitate:
(1) the exchange of goods, services, information, or property of any kind; or,
(2) the ordinary course of trade or business.
(2) Registering a domain name solely for the purposes of
(1) selling, trading or leasing the domain name for compensation, or
(2) the unsolicited offering to sell, trade or lease the domain name for
compensation shall not constitute a "bona fide business or commercial use" of
that domain name.
2. CERITIFICATION FOR .BIZ REGISTRATIONS
(1) As a .BIZ domain name Registrant, you hereby certify to the best of your
knowledge that the registered domain name will be used primarily for bona fide
business or commercial purposes and not exclusively for personal use or solely
for the purposes of selling, trading or leasing the domain name for
compensation, or the unsolicited offering to sell, trade or lease the domain
name for compensation. For more information on the .BIZ restrictions, which are
incorporated herein by reference, please see:
http://www.neulevel.com/countdown/registrationRestrictions.html
(2) The domain name Registrant has the authority to enter into the registration
agreement
(3) the registered domain name is reasonably related to the Registrant's
business or intended commercial purpose at the time of registration.
3. PROVISION OF REGISTRATION DATA.
As part of the registration process, you are required to provide us with certain
information and to update this information to keep it current, complete and
accurate. This information includes:
(1) full name of an authorized contact person, company name, postal address,
e-mail address, voice telephone number, and fax number if available of the
Registrant;
(2) the primary nameserver and secondary nameserver(s), if any for the domain
name;
(3) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the technical contact for the domain name;
(4) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the administrative contact for the domain name;
(5) the name, postal address, e-mail address, voice telephone number, and fax
number if available of the billing contact for the domain name; and
4. DOMAIN NAME DISPUTE POLICY.
You agree to be bound by the dispute policies in the following documents that
are incorporated herein and made a part of this Agreement by reference.
The Uniform Domain Name Dispute Resolution Policy, available at
http://www.icann.org/udrp/udrp.htm.
The Start-up Trademark Opposition Policy ("STOP"), available at
http://www.neulevel.com/countdown/stop.html
The Restrictions Dispute Resolution Criteria and Rules, available at
http://www.neulevel.com/countdown/rdrp.html.
The STOP sets forth the terms and conditions in connection with a dispute
between a registrant of a .BIZ domain name with any third party (other than
Registry Operator or Registrar) over the registration or use of a .BIZ domain
name registered by Registrant that is subject to the Intellectual Property Claim
Service. The Intellectual Property Claim Service a service introduced by
Registry Operator to notify a trademark or service mark holder ("Claimant") that
a second-level domain name has been registered in which that Claimant claims
intellectual property rights. In accordance with the STOP and its associated
Rules, those Claimants will have the right to challenge registrations through
independent ICANN-accredited dispute resolution providers.
The UDRP sets forth the terms and conditions in connection with a dispute
between a Registrant and any party other than the Registry Operator or Registrar
over the registration and use of an Internet domain name registered by
Registrant.
The RDRP sets forth the terms under which any allegation that a domain name is
not used primarily for business or commercial purposes shall be enforced on a
case-by-case, fact specific basis by an independent ICANN-accredited dispute
provider. None of the violations of the Restrictions will be enforced directly
by or through Registry Operator. Registry Operator will not review, monitor, or
otherwise verify that any particular domain name is being used primarily for
business or commercial purposes or that a domain name is being used in
compliance with the SUDRP or UDRP processes.
APPENDIX 'E'
.INFO DOMAIN NAME SPECIFIC CONDITIONS
If the Order is a .INFO domain name, the Registrant, must also agree to the
following terms:
(1) Registrant agrees to submit to proceedings under ICANN's Uniform Domain Name
Dispute Policy (UDRP) as laid out at http://www.icann.org/udrp/udrp.htm and
comply with the requirements set forth by Afilias for domain names registered
during the Sunrise Period, including the mandatory Sunrise Dispute Resolution
Policy. These policies are available at http://www.afilias.info. These policies
are subject to modification.
(2) Registrant acknowledges that Afilias, the registry operator for .INFO, will
have no liability of any kind for any loss or liability resulting from the
proceedings and processes relating to the Sunrise Period or the Land Rush
Period, including, without limitation:
(1) the ability or inability of a registrant to obtain a Registered Name during
these periods, and
(2) the results of any dispute over a Sunrise Registration.
APPENDIX 'F'
.NAME SPECIFIC CONDITIONS
If the Order is a .NAME domain name, or a .NAME Email Forward, the Registrant,
must also agree to the following terms:
1. .NAME REGISTRATION RESTRICTIONS
Domain Name and Email Forward Registrations in the .NAME TLD must constitute an
individual's "Personal Name". For purposes of the .NAME restrictions (the
"Restrictions"), a "Personal Name" is a person's legal name, or a name by which
the person is commonly known. A "name by which a person is commonly known"
includes, without limitation, a pseudonym used by an author or painter, or a
stage name used by a singer or actor.
2. .NAME CERTIFICATIONS
As a .NAME domain name or Email Forward Registrant, you hereby certify to the
best of your knowledge that the SLD is your Personal Name.
3. PROVISION OF REGISTRATION DATA
As part of the registration process, you are required to provide us with certain
information and to update this information to keep it current, complete and
accurate. This information includes the information contained in the Whois
directory, including:
(1) full name of an authorized contact person, company name, postal address,
e-mail address, voice telephone number, and fax number if available of the
Registrant;
(2) the primary nameserver and secondary nameserver(s), if any for the domain
name;
(3) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the technical contact for the domain name;
(4) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the administrative contact for the domain name;
(5) the name, postal address, e-mail address, voice telephone number, and fax
number if available of the billing contact for the domain name; and
You further understand that the foregoing registration data may be transferred
outside of the European Community, such as to the United States, and you
expressly consent to such export.
4. DISPUTE POLICY
You agree to be bound by the dispute policies in the following documents that
are incorporated herein and made a part of this Agreement by reference.
(1) the Eligibility Requirements (the "Eligibility Requirements"), available at
http://www.icann.org/tlds/agreements/name/registry-agmt-appl-03jul01.htm;
(2) the Eligibility Requirements Dispute Resolution Policy (the "ERDRP"),
available at
http://www.icann.org/tlds/agreements/name/registry-agmt-appm-03jul01.htm; and
(3) the Uniform Domain Name Dispute Resolution Policy (the "UDRP"), available at
http://www.icann.org/tlds/agreements/name/registry-agmt-appm-03jul01.htm
The Eligibility Requirements dictate that Personal Name domain names and
Personal Name SLD email addresses will be granted on a first-come, first-served
basis, except for registrations granted as a result of a dispute resolution
proceeding or during the landrush procedures in connection with the opening of
the Registry TLD. The following categories of Personal Name Registrations may be
registered:
(1) the Personal Name of an individual;
(2) the Personal Name of a fictional character, if you have trademark or service
mark rights in that character's Personal Name;
(3) in addition to a Personal Name registration, you may add numeric characters
to the beginning or the end of your Personal Name so as to differentiate it from
other Personal Names.
The ERDRP applies to challenges to
(1) registered domain names and SLD email address registrations within .NAME on
the grounds that a Registrant does not meet the Eligibility Requirements, and
(2) to Defensive Registrations within .NAME.
The UDRP sets forth the terms and conditions in connection with a dispute
between a Registrant and party other than Global Name Registry ("Registry
Operator") or Registrar over the registration and use of an Internet domain name
registered by a Registrant.
5. .NAME EMAIL FORWARD ADDITIONAL CONDITIONS
If the Order is a .NAME email forward, the Registrant, must also agree to the
following additional terms and conditions:
(1) You acknowledge that you are responsible for all use of Email Forwarding,
including the content of messages sent through Email Forwarding.
(2) You undertake to familiarize yourself with the content of and to comply with
the generally accepted rules for Internet and email usage.
(3) Without prejudice to the foregoing, you undertake not to use Email
Forwarding:
(1) to encourage, allow or participate in any form of illegal or unsuitable
activity, including but not restricted to the exchange of threatening, obscene
or offensive messages, spreading computer viruses, breach of copyright and/or
proprietary rights or publishing defamatory material;
(2) to gain illegal access to systems or networks by unauthorized access to or
use of the data in systems or networks, including all attempts at guessing
passwords, checking or testing the vulnerability of a system or network or
breaching the security or access control without the sufficient approval of the
owner of the system or network;
(3) to interrupt data traffic to other users, servers or networks, including,
but not restricted to, mail bombing, flooding, Denial of Service (DoS) attacks,
willful attempts to overload another system or other forms of harassment; or
(4) for spamming, which includes, but is not restricted to, the mass mailing of
unsolicited email, junk mail, the use of distribution lists (mailing lists)
which include persons who have not specifically given their consent to be placed
on such a distribution list
(4) Users are not permitted to provide false names or in any other way to pose
as somebody else when using Email Forwarding.
(5) Registry Operator reserves the right to implement additional anti-spam
measures, to block spam or mail from systems with a history of abuse from
entering Registry Operator's Email Forwarding.
(6) On discontinuing Email Forwarding, Registry Operator is not obliged to store
any contents or to forward unsent email to you or a third party.
APPENDIX 'G'
.NAME DEFENSIVE REGISTRATIONS SPECIFIC CONDITIONS
If the Order is a .NAME Defensive Registration, the Registrant, must also agree
to the following terms:
1. DEFENSIVE REGISTRATIONS
Defensive Registrations allow owners of nationally registered marks to
exclusively pre-register on the .NAME space and create a protective barrier for
their trademarks. A "Defensive Registration" is a registration granted to a
third party of a specific string on the second or third level, or of a specific
set of strings on the second and third levels, which will not resolve within the
domain name system but may prevent the registration of the same string(s) on the
same level(s) by other third party applicants.
2. PHASES OF DEFENSIVE REGISTRATIONS
(1) As a Defensive Registration Registrant ("Defensive Registrant"), you hereby
certify to the best of your knowledge that for Phase I Defensive Registrations
("Phase I Defensive Registrants"), you own valid and enforceable trademark or
service mark registrations having national effect that issued prior to April 16,
2001 for strings that are identical to the textual or word elements, using ASCII
characters only, subject to the same character and formatting restrictions as
apply to all registrations in the Registry TLD. You understand that trademark or
service mark registrations from the supplemental or equivalent Registry of any
country, or from individual states or provinces of a nation, will not be
accepted. Subject to the same character and formatting restrictions as apply to
all registrations in the Registry TLD, if a trademark or service mark
registration incorporates design elements, the ASCII character portion of that
mark may qualify to be a Phase I Defensive Registration.
(2) Phase II Defensive Registrants may apply for a Defensive Registration for
any string or combination of strings.
(3) Defensive Registrants, whether Phase I or Phase II shall comply with the
following Eligibility Requirements, available at
http://www.icann.org/tlds/agreements/name/registry-agmt-appl-03jul01.htm, the
summary of which is as follows:
(1) There are two levels of Defensive Registrations, each of which is subject to
payment of a separate fee;
(2) Multiple persons or entities may obtain identical or overlapping Defensive
Registrations upon payment by each of a separate registration fee;
(3) The Defensive Registrant must provide the information requested in Section
3(i) below;
(4) A Defensive Registration will not be granted if it conflicts with a
then-existing Personal Name Registration or other reserved word or string.
3. PROVISION OF REGISTRATION DATA
As part of the registration process, you are required to provide us with certain
information and to update this information to keep it current, complete and
accurate. You must provide contact information, including name, email address,
postal address and telephone number, for use in disputes relating to the
Defensive Registration. You understand and agree that this contact information
will be provided as part of the Whois record for the Defensive Registration. You
further understand that the foregoing registration data may be transferred
outside of the European Community, such as to the United States, and you
expressly consent to such export.
In addition to the information provided in subsection (i) above, Phase I
Defensive Registrants must also provide
(1) the name, in ASCII characters, of the trademark or service mark being
registered;
(2) the date the registration issued;
(3) the country of registration; and
(4) the registration number or other comparable identifier used by the
registration authority
4. DISPUTE POLICY
If you registered a Defensive Registration, you agree that:
(1) the Defensive Registration will be subject to challenge pursuant to the
Eligibility Requirements Dispute Resolution Policy ("ERDRP");
(2) if the Defensive Registration is successfully challenged pursuant to the
ERDRP, the Defensive Registrant will pay the challenge fees; and
(3) if a challenge is successful, then the Defensive Registration will be
subject to the procedures described in Section 2(h) of Appendix L to the
agreement of Global Name Registry ("Registry Operator") with the Internet
Corporation for Assigned Names and Numbers ("ICANN"), available at
http://www.icann.org/tlds/agreements/name/registry-agmt-appl-03jul01.htm
(4) if a Phase I Defensive Registration is successfully challenged on the basis
that it did not meet the applicable Eligibility Requirements, the Defensive
Registrant will thereafter be required to demonstrate, at its expense, that it
meets the Eligibility Requirements for Phase I Defensive Registrations for all
other Phase I Defensive Registrations that it registered within .NAME through
any Registrar. In the event that the Defensive Registrant is unable to
demonstrate the foregoing with respect to any such Phase I Defensive
Registration(s), those Defensive Registration(s) will be cancelled.
(5) The ERDRP applies to, among other things, challenges to Defensive
Registrations within .NAME and is available at
http://www.icann.org/tlds/agreements/name/registry-agmt-appm-03jul01.htm.
5. CONSENT
Defensive Registrants may be asked to give their consent to allow individuals to
share a part of their space. For example, if you have filed a Defensive
Registration on PQR (which blocks out ANYSTRING.PQR.name and
PQR.ANYSTRING.name), you may be asked to give consent to John Pqr to register
JOHN.PQR.name if he can prove that PQR is his name. In such a circumstance, you
will have five (5) days to respond to a request for consent.
APPENDIX 'H'
.US DOMAIN NAME SPECIFIC CONDITIONS
If the Order is a .NAME Defensive Registration, the Registrant, must also agree
to the following terms:
1. REPRESENTATIONS AND WARRANTIES
You represent and certify that, to the best of your knowledge and belief
(1) neither the registration of the domain name nor the manner in which it is
directly or indirectly used infringes the legal rights of any third party
(2) you have the requisite power and authority to enter into this Agreement and
to perform the obligations hereunder,
(3) you have and shall continue to have a lawful bona fide U.S. Nexus as defined
in the "usTLD Nexus Requirements" ,
(4) you are of legal age to enter into this Agreement, and
(5) you agree to comply with all applicable laws, regulations and policies of
the usTLD Administrator.
2. PROVISION OF REGISTRATION DATA
As part of the registration process, you are required to provide us with certain
information and to update this information to keep it current, complete and
accurate. This information includes:
(1) full name of an authorized contact person, company name, postal address,
e-mail address, voice telephone number, and fax number if available of the
Registrant;
(2) the primary nameserver and secondary nameserver(s), if any for the domain
name;
(3) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the technical contact for the domain name;
(4) the full name, postal address, e-mail address, voice telephone number, and
fax number if available of the administrative contact for the domain name;
(5) the name, postal address, e-mail address, voice telephone number, and fax
number if available of the billing contact for the domain name; and
(6) any other data NeuStar, as the Registry, requires be submitted to it,
including specifically information regarding the primary purpose for which a
domain name is registered (e.g., business, education, etc.).
3. GOVERNMENT USE OF DATA
You understand and agree that the U.S. Government shall have the right to use,
disclose, reproduce, prepare derivative works, distribute copies to the public,
and perform publicly and display publicly, in any manner and for any purpose
whatsoever and to have or permit other to do so, all Data provided by
Registrant. "Data" means any recorded information, and includes without
limitation, technical data and computer software, regardless of the form or the
medium on which it may be recorded.
4. DOMAIN DISPUTE POLICY
You agree to submit to proceedings under Domain Dispute policies set forth by
Neustar. These policies are available at http://www.neustar.us and are hereby
incorporated and made an integral part of this Agreement.
5. SUSPENSION, CANCELLATION OR TRANSFER
Your registration of the domain name shall be subject to suspension,
cancellation, or transfer -
(1) pursuant to any usTLD Administrator adopted specification or policy, or
pursuant to any registrar or usTLD Administrator procedure not inconsistent with
a usTLD Administrator adopted specification or policy, or
(2) to correct mistakes by Registrar or the usTLD Administrator in registering
the name or
(3) for the resolution of disputes concerning the domain name.
APPENDIX 'I'
.IN DOMAIN NAME SPECIFIC CONDITIONS
If the Order is a .IN domain name, you agree to be bound by the dispute policies
as decided by the .IN Registry and puiblished at http://www.registry.in that are
incorporated herein and made a part of this Agreement by reference.
APPENDIX 'J'
.EU DOMAIN NAME SPECIFIC CONDITIONS
If the Order is a .EU domain name, the Registrant, must also agree to the
following terms:
1. REPRESENTATIONS AND WARRANTIES
You represent and certify that, to the best of your knowledge and belief
(1) neither the registration of the domain name nor the manner in which it is
directly or indirectly used infringes the legal rights of any third party
(2) you have the requisite power and authority to enter into this Agreement and
to perform the obligations hereunder,
(3) you are registering an .eu domain name as either -
(i) an undertaking having its registered office, central administration or
principal place of business within the European Union Community, or
(ii) an organisation established within the EU Community without prejudice to
the application of national law, or
(iii) a natural person resident within the EU Community;
(4) you are of legal age to enter into this Agreement, and
(5) you agree to comply with all applicable laws, regulations and policies of
the .EU Registry. The details of the same can be obtained from
http://www.eurid.eu/.
2. PROVISION OF REGISTRATION DATA
As part of the registration process, you are required to provide us with certain
information and to update this information to keep it current, complete and
accurate. This information includes:
(1) the full name of the Registrant; where no name of a company or organisation
is specified, the individual requesting registration of the Domain Name will be
considered the Registrant; if the name of the company or the organisation is
specified, then the company or organisation is considered the Registrant;
(2) address and country within the European Union Community
(i) where the registered office, central administration or principal place of
business of the undertaking of the Registrant is located or
(ii) where the organisation of the Registrant is established or
(iii) where the Registrant resides;
(3) e-mail address of the Registrant
(4) the telephone number where the Registrant can be contacted;
3. DOMAIN DISPUTE POLICY
You agree to submit to proceedings under Domain Dispute policies set forth by
the EU Registry. These policies are available in the EU Regulation 874/2004 at
http://www.eurid.eu and are hereby incorporated and made an integral part of
this Agreement.
5. SUSPENSION, CANCELLATION OR TRANSFER
Your registration of the domain name shall be subject to suspension,
cancellation, or transfer -
(1) pursuant to the rules set forth by the EU Registry within the EU Regulation
874/2004 or any other policy listed at http://www.eurid.eu/, or
(2) to correct mistakes by Registrar or the EU Registry in registering the name,
or
(3) for the resolution of disputes concerning the domain name.
CUSTOMER DOMAIN REGISTRATION PRODUCT AGREEMENT EXTENSION
apexTechno (hereinafter referred to as "Parent") AND you (hereinafter referred
to as "Customer")
HAVE
entered into a Customer Master Agreement ("Agreement") effective from June 26,
2007 of which this "Domain Registration Product Agreement Extension" is a part.
WHEREAS, Parent is authorized to provide Internet registration and management
services for second-level domain names within .COM, .NET, .ORG, .BIZ, .INFO,
.NAME and .US top level domains and .NAME Defensive Registrations and .NAME Mail
Forwards;
WHEREAS, the Customer wishes to purchase Registration and/or Management and/or
Renewal and/or Transfer for .com or .net or .org or .info or .biz or .name or
.us top level domains or .NAME Defensive Registrations or .NAME Mail Forwards
through Parent;
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) "TLD" refers to .com, .net, .org, .info, .biz, .us, .name
(2) "gTLD" refers to .com, .net, .org, .info, .name and .biz
(3) "Domain Order" refers to an Order fulfilled by the Customer through the
Parent under this Domain Registration Product Agreement Extension
(4) "Registrant" refers to the registrant/owner of a Domain Order as in the
OrderBox Database.
(5) "Registrar" refers to the Registrar of a Domain Order as in the OrderBox
Database and/or shown in the Whois Record;
(6) Registry Operator refers to the Organisation/Entity that maintains the
registry of a TLD of a Domain Order;
(7) "Whois Record" refers to the collection of all data elements of the Domain
Order, specifically its Registrant Contact Information, Administrative Contact
Information, Technical Contact Information, Billing Contact Information,
Nameservers if any, its Creation and Expiry dates, its Registrar and its current
Status in the Registry;
2. OBLIGATIONS OF THE CUSTOMER
(1) The Customer must ensure that the Registrant of each Domain Order must agree
to be bound by the terms and conditions laid out by the Registrar of the Domain
Name during the term of the Domain Order. The Customer must familiarize himself
with such terms. The Customer acknowledges that the Registrar has various rights
and powers as mentioned in the Registrar's terms and conditions. Parent is not
liable for any action taken by Registrar pursuant to the Registrar's terms and
conditions. The Customer acknowledges and agrees that the Customer shall
indemnify Parent of, and shall be responsible for any liability resulting from
Registrants' noncompliance with such terms and conditions.
(2) The Customer will not make any changes to any information associated with
the Domain Order without explicit authorization from the Registrant of that
Domain Order.
(3) The Customer must comply with all applicable terms and conditions,
standards, policies, procedures, and practices laid down by ICANN, the Registrar
and the Registry Operator.
3. RIGHTS OF PARENT
Parent and Service Providers, in their sole discretion, expressly reserve the
right to freeze, delete, suspend, deny, cancel, modify, take ownership of or
transfer any Domain Order, in order to comply with any applicable Dispute
policies, requests of law enforcement, or in compliance with any Court Orders,
or if Parent or Service Providers in their sole discretion determine that the
information associated with the Domain Order is inaccurate, or has been tampered
with, or has been modified without authorization, or if Parent or Service
Providers in their sole discretion determine that the Domain Order ownership
should belong to another entity, or if Customer/Customer/Registrant does not
comply with any applicable terms and conditions, standards, policies,
procedures, and practices laid down by Parent, Service Providers, ICANN, the
Registrar and the Registry Operator. 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.
4. SURVIVAL
In the event of termination of this Product Agreement Extension for any reason,
Sections 2 and 3 shall survive