Terms of Service

Is a formal and legally binding agreement between gotcanyons.net (we, company) and You, the service user (you, Subscriber). Use of our service constitutes acceptance and agreement to the TOS in full. All payments to gotcanyons.net are due on the due date of your account in full, payments not received by then will have service suspended for 24hr’s, after then the account will be completely terminated and removed from our server.

All data including backups are the sole responsibility of you (client). We assume nor imply any backups or securing of data unless paid service or rendered for this on a remote server solely for this at a additional fee above the hosting fee.

Our policy is that if any invoice on your account is past due, the WHOLE ACCOUNT is delinquent. WILL BE SUSPENDED. until payment is made in full including late fees or admin fees set at time of disconnection!

Abuse Towards Our Staff or Network Staff:

Will not be tolerated, If you use foul language, threaten us, or anything we may find offensive, we may suspend or delete your account, or if we decide to be delete there will be NO refund. Per Our TOS, We offer No Refunds.

Contents:

I) Purpose and Overview of the TOS
II) Specific Violations of the TOS
III) Security
IV) Network Performance
V) Payment Policy
VI) General Operations

1) The TOS is provided to give our Subscribers and users a clear understanding of what we expect of them while using our services. All users of our services including those who access our services but do not have accounts, as well as those who pay a service fee to subscribe to the services, must comply with our TOS. We support the uncensored flow of information and ideas over the Internet and do not actively monitor subscriber activity under normal circumstances. Similarly, we do not exercise editorial control over the content of any website, e-mail transmission, newsgroups, or other material created or accessible over or through the services, except for certain proprietary websites. However, in accordance with our TOS, we may remove any materials that, in our sole discretion, may be illegal, may subject us to liability, or which may violate the TOS. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrongdoing. Your violation of the TOS may result in the suspension or immediate termination of your account without prior notice.

The following are guidelines for the establishment and enforcement of
the TOS:

  1. Ensure reliable service to our customers
  2. Ensure security and privacy of our systems and network, as well as the networks and systems of others
  3. Comply with existing laws
  4. Maintain our reputation as a responsible service provider
  5. Encourage responsible use of the Internet and discourage activities which reduce the usability and value of Internet services
  6. Preserve the value of Internet resources as a conduit for free expression and exchange of information
  7. Preserve the privacy and security of individual users
 

While we are committed to the principles of free speech, certain activities that may be damaging to the resources of both us and the Internet and cannot be permitted under the guise of free speech. The resources of us and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.

We do not routinely monitor the activity of accounts except for measurements of system utilization and the preparation of billing records. However, in our efforts to promote good citizenship within the Internet community, we will respond appropriately if we become aware of inappropriate use of our service.

If you violate the TOS, we reserve the right to terminate your service without notice. We prefer to advise Subscribers of inappropriate behavior and any necessary corrective action, however, flagrant violations of the TOS will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.

II) SPECIFIC VIOLATIONS OF THE TOS

By using our services you agree not to commit any of the following specific violation of the TOS. The following constitute specific violations of the TOS:

Illegal use: Our services may not be used for illegal purposes, or in support of illegal activities. We reserve the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing. If anything is not legal in the United States Of America, it is not permitted to reside on our servers. If illegal content or usage is found, the account will be suspended and/or terminated. Subscriber agrees that the Company may disclose any and all subscriber unformation including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Subscriber.

Harm to minors: Use of our service to harm, or attempt to harm, minors in any way, including, but not limited to child pornography is prohibited. Violation of this policy will result in immediate termination of your service and a report will be made to law enforcement authorities.

Threats: Use of our service to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property is prohibited.

Harassment: Use of our service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another is prohibited.

Fraudulent activity: Use of our service to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as “pyramid schemes,” “ponzi schemes,” and “chain letters” is prohibited This also includes any knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it.

Forgery or impersonation: Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. Forging any message header, in part or whole, of any electronic transmission, originating or passing through our service is in violation of the TOS. The use of anonymous remailers or nicknames does not constitute impersonation.

Unsolicited commercial e-mail/Unsolicited bulk e-mail (SPAM): Use of our service to transmit any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited. Violation of this SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, we will initiate an investigation. During the investigation, we may restrict Subscriber access to the network to prevent further violations. If a Subscriber is found to be in violation of our SPAM policy, we may, at our sole discretion, restrict, suspend or terminate the Subscriber’s account. Further, we reserve the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. We will notify law enforcement officials if the violation is believed to be a criminal offence. Anyone using our service to host websites or services that support spammers or cause any of our IP space to be listed in any of the various Spam Databases will have their account(s) immediately suspended. If you have violated our spam policy NO backup will be provided at all, The account will not be unsuspended until such time that you agree to remove any and all traces of the offending material immediately upon reconnection. First violations of this policy will result in an “Administrative Fee” of $100 and your account will be reviewed for possible immediate termination. Severe violations may result in immediate and permanent removal of the account(s) from our network without notice to the customer. A second violation will result in an “Administrative Fee” of $200 and immediate termination of your account.

E-mail/News Bombing: Malicious intent to impede another person’s use of electronic mail services or news will result in the immediate termination of the offending account.

Usenet Abuse/Spamming: We have a zero tolerance policy for the use of our service for the posting of messages or commercial advertisements which violate the rules, regulations, or charter of any newsgroups or mailing list. Commercial messages that are appropriate under the rules of a newsgroup or mailing list or that are solicited by the recipients are permitted.

Unauthorized access: Use of our service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of ours or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending account is subject to immediate termination. You may not attempt to circumvent user authentication or security of any host, network or account. This includes, but is not limited to, accessing data not
intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Copyright or trademark infringement: Use of our service to transmit any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software is prohibited. This also includes intellectual property rights. Distribution and/or posting of copyrighted or the aforementioned infringements will not be tolerated.

Collection of personal data: Use of the service to collect, or attempt to collect, personal information about third parties without their knowledge or consent is prohibited.

Network disruptions and unfriendly activity: Use of the service for any activity which affects the ability of other people or systems to use our services or the Internet is prohibited. This includes “denial of service” (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited. This includes, but is not limited to:
“flooding” of networks, deliberate attempts to overload a service, and attempts to “crash” a host. It is the Subscriber’s responsibility to ensure that their account(s) are configured in a secure manner. A Subscriber may not, through action or inaction, allow others to use their account for illegal or nappropriate actions. A Subscriber may not a permit their account, through action or inaction, to be configured in such a way that gives a third party the capability to use their account in an illegal or inappropriate manner. Unauthorized entry and/or use of another company and/or individual’s computer system will result in immediate account termination. We will not tolerate any Subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data. We reserve the right, to drop the section of IP space involved in Spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on your account, or if denial of service attacks are originating from your account. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.

Distribution of Viruses: Intentional distributions of software or anything that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offence will result in the immediate termination of the offending account.

Inappropriate Use of Software: Use of software or any device that would facilitate a continued connection, i.e. pinging, while using our services could result in suspension of service.

IRC networks: It is forbidden to host IRC (Internet Relay Chat) that is part of or connected to another IRC network or server. Accounts found to be connecting to or part of these networks will be immediately suspended without notice. The account will not be unsuspended until such time that you agree to remove any and all traces of the offending material immediately upon reconnection. Severe violations may result in immediate and permanent removal of the account(s) from our network without notice to the customer. Any user who commits a second violation will be immediately and permanently removed from our network without notice.

“Otherwise”

IRC:
IRC Is not allowed in any form on shared, reseller or dedicated servers in our network! The account or server can be cleaned of all IRC materials and return online at ours or networks (DC) discretion!
Eggdrop Scripts: Eggdrop scripts/bots and IRC bots of any type are not allowed, these are grounds for immediate account deletion.

Objectionable Material: You may not use our service to publish material, which we determine, at our sole discretion, to be unlawful, indecent or objectionable. For purposes of this policy, “material” refers to all forms of communications including but not limited to: narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. If you unsure if your content is objectionable, please contact us before posting it.

Chinese Forums: Chinese Forums are not allowed on our network. These sites require too much CPU usage. They almost require a dedicated server to run properly. If they are found on any server we will suspend and/or terminate them.

ANIME: Anime websites are not allowed on our network. If an Anime website is found we will terminate the account. These sites are not allowed on our servers because most of them are illegal.

III) SECURITY

By using our services you agree to adopt adequate security measures to prevent or minimize unauthorized use of your account. Your password provides access to your account. It is your responsibility to keep your password secure. Sharing your password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use.

Subscribers will be held responsible for any activity by third parties using their accounts in a way that violates the TOS. You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account.

IV) NETWORK PERFORMANCE

By using our service you agree to abide by this policy. Our services operate on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited by this policy and may result in termination of your account.

You are prohibited from excessive consumption of resources, including CPU time, memory, disk space and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of our systems or networks. We reserve the right to terminate or limit such activities.

Proxy is not allowed

V) PAYMENT POLICY

By using our services you agree to the following payment policy and instructions.

Refunds: We offer a seven-day money-back guarantee. If during the first seven days after subscribing you are unhappy with the service you may submit a refund request. Any such request must be made in writing and must be made before the end of seven days from the moment your initial payment was made. In such case your payment may be refunded (less any set-up fees or special costs or specials promotions) and your account will be deleted from our network upon refunding. The seven-day money-back guarantee only applies to the first payment made on a new account. After the initial seven-day period, no refunds will be made at any time for the first payment on a new account. All subsequent payments made to G.C. Solutions are absolutely non-refundable. If you dispute a charge to your credit card issuer or take any action that results in a payment being reversed that, in our sole discretion is a valid charge under the provisions of the TOS, you agree to pay us an “Administrative Fee” of $100. All payments to gotcanyons.net are due on the due date of your account in full, payments not received by then will have service suspended for 24hr’s, after then the account will be completely terminated and removed from our server.

Cancellation: All cancellations must be made 7 days before your due date in writing! (No Exceptions) We will not comply with verbal requests to cancel accounts. We will not wait until the end of any advertised or perceived billing cycle, we cancel and remove the site, releases may be subject to fee’s any accounts cancelled within the 7 day prior due date will result in the next months invoice still being owed to gotcanyons.net and if must be submitted to a collection agency for further legal actions!

VI) GENERAL OPERATIONS

By using our service you agree to the following policy and limitations pertaining to our services.

Uptime: Subscriber acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the Company and that damages resulting from any interruption of service are difficult to ascertain. Therefore, Subscriber agrees that the Company shall not be liable for any damages arising from such causes. In no event shall the Company be liable for any special or consequential damages, loss or injury. Although many of our own network providers guarantee an uptime of 99% or more, we make no guarantees about uptime performance because we realize there are influencing factors that are outside of our control, and in most cases even outside the control of the data centers and network providers we work with.

Abuse of Our Staff or Network Staff: Abuse towards our staff or our network staff will not be tolerated. If you use foul language, threaten us, or do anything we find offensive, we may suspend and/or delete your account. Per our payment policy we offer no refunds.

Internet Protocol (IP) Address Ownership: If we assign a Subscriber an IP address for the Subscriber’s use, the right to use that IP address shall belong only to us, and Subscriber shall have no right to use that IP address except as permitted by us in our sole discretion in connection with the services. We shall maintain and control ownership of all IP numbers and addresses that may be assigned to Subscriber by us, and we reserve the right to change or remove any and all such IP numbers and addresses, in our sole and absolute discretion. Our allocation of IP addresses is limited by the policies set forth by ARIN (American Registry for Internet Numbers). These policies state that use of IP addresses for IP-based virtual hosts will not be accepted as justification for new IP addresses. What this means to you is that you MUST use name-based hosting where possible. We will periodically review IP address usage, and if we find that clients are using IP addresses where name-based hosting could be used, we will revoke authorization to use those IP addresses that could be used with name-based hosting.

Bandwidth and Disk Usage: Subscriber agrees that bandwidth and disk usage shall not exceed the quota for the services ordered by Subscriber on the order form (the “Agreed Usage”). We will monitor Subscriber’s bandwidth and disk usage. We have the right to take corrective action if Subscriber’s bandwidth or disk usage exceeds the Agreed Usage in our sole discretion. Such corrective action may include the assessment of additional charges, or disconnection or discontinuance of the service.
If we take any corrective action under this section, Subscriber shall not be entitled to a refund of any fees paid in advance prior to such action.

Domains:

  • If you are registering or transferring a domain name you must also agree to the Domain Name Registration Agreement.
  • Domains shall be renewed at the same price as new registrations. The current pricing is displayed on our website.
  • Domain renewal reminders will be sent in advance of expiration via email to the address stored in your client area.
  • Should an expired domain enter the redemption period, the cost of restoring the domain shall be no more than $90.00
  •  Domain registrar’s registration agreement may be found here. Domain registrar’s registration

Reseller Agreement

This Reseller Agreement (the “Agreement”) is made, entered into and executed on the date on which you electronically consent to the Agreement (the “Effective Date”), by and among you (“Reseller”), The sponsoring ICANN-accredited registrar (“Registrar”) identified in the WHOIS record which may be retrieved here ,and either (i) P.D.R Solutions (U.S.) LLC (for all Resellers outside of India) (“PDR”) or (ii) Endurance International Group (India) Private Limited (for all Resellers in India) (“DWTPL”). The Registrar, PDR and DWTPL are subsidiaries of The Endurance International Group, Inc. and may hereinafter be collectively referred to as the “Company.” The Company and Reseller may be referred to individually as a “Party” and collectively as the “Parties.” WHEREAS, the Registrar processes Customers’ domain registrations, renewals and transfers using the Registrar’s credential (“Registration Services”); WHEREAS, the Company provides Reseller Services and performs all technical, support and administrative functions relating to such Reseller Services, including Registration Services; and WHEREAS, Reseller wishes to purchase and resell Reseller Services. NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

  1. DEFINITIONS
      1. “Advance Account” refers to the balance of funds maintained by Reseller with the Company as required in the Reseller Program.
      2. “Business Day” refers to a weekday, Monday through Friday, excluding all India or U.S. public holidays as applicable.
      3. “Confidential Information,” as used in this Agreement, shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by the Company to Reseller under this Agreement, whether written, transmitted, oral, through Registrar Website or otherwise, that is marked as “Confidential” or that by its nature and content, it is reasonable to believe is confidential and proprietary.
      4. “Controller” shall be defined as it is under the GDPR.
      5. “Customer” refers to the direct or indirect customer of Reseller.
      6. “Fees” refers to the payment due to the Company pursuant to any Order.
      7. “GDPR” shall refer herein to Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
      8. “gTLD” refers to the top-level domain(s) of the DNS delegated by ICANN pursuant to a registry agreement that is in full force and effect, and does not include any country code TLD (“ccTLD”) or internationalized domain name (“IDN”) country code TLD.
      9. “ICANN” is the Internet Corporation for Assigned Names and Numbers.
      10. “Order” refers to a Reseller Service purchased directly or indirectly by a Reseller, pursuant to this Agreement.
      11. “Personal Data” is data about any identified or identifiable natural person.
      12. “Processor” shall be defined as it is under the GDPR.
      13. “RAA” is the Registrar Accreditation Agreement entered into by ICANN and Registrar, or one of Registrar’s affiliated companies.
      14. “Registered Name” is a domain name within the domain of a gTLD or ccTLD, consisting of two or more levels (e.g., john.smith.name), for which a TLD Registry Operator (or an affiliate or subcontractor thereof engaged in providing registry services) maintains data in a database operated by the Registry Operator, arranges for such maintenance, or derives revenue from such maintenance.
      15. “Registered Name Holder” is the owner of record of a Registered Name as listed in the Whois record.
      16. “Registrar Website” refers collectively to [www.publicdomainregistry.com] and [BRAND SITE].
      17. “Registry Operator” is the person or entity responsible for providing registry services for a specific gTLD or ccTLD.
      18. “Reseller Contact Details” refers to the name, address, phone number, fax number, email address, and website(s) of Reseller that Reseller provides to Registrar.
      19. “Reseller Program” refers to any of the Company’s current reseller programs which provide Resellers and its Customers with direct or indirect use of the Company’s servers, software, interfaces, products and API and third party products, as currently described or later modified, and any reseller programs to be offered by the Company in the future.
      20. “Reseller Services” refers to all products and services which the Company is providing, rendering, or selling directly to Reseller or which Company makes available to Reseller for resale to Customers as applicable pursuant to this Agreement, including but not limited to the Registration Services.
      21. “Service Providers” refers individually and collectively to any third party that the Company may, directly or indirectly, engage, employ, outsource, or contract with for the fulfillment, provision, or purchase of Reseller Services and any other services and operations of the Company, and shall have the same rights as the Company to the extent required to perform services pursuant to the terms of this Agreement and as authorized by the Company.
  1. RIGHTS AND OBLIGATIONS OF REGISTRAR
      1. Pursuant to the Whois Accuracy Specification Program published by ICANN, Registrar shall verify the email address of the Registered Name Holder by sending an email to the Registered Name Holder requiring an affirmative response from the Registered Name Holder which must be returned in a manner designated by the Registrar. Such verification must occur within fifteen (15) days of registration, transfer, or modification of the Registered Name Holder’s Whois contact information. If the Registered Name Holder fails to verify the email address, Registrar shall suspend the Registered Name. In addition, within fifteen (15) calendar days after receiving any changes to the Whois contact information related to any Registered Name sponsored by Registrar, Registrar shall attempt to validate such change. If the Registered Name Holder fails to verify the contact changes, Registrar shall suspend the Registered Name.
      2. Pursuant to the Expired Registration Recovery Policy (the “ERRP”), Reseller shall send expiration renewal reminders to the Registered Name Holder via email and must suspend services to the domain upon expiration pursuant to the ERRP.
      3. The Company expressly reserves the right to deny any Order or cancel any Order within thirty (30) days of processing. In such case, the Company may refund the fees charged for the Order, after deducting any processing charges for the Order.
      4. Notwithstanding anything to the contrary, the Company expressly reserves the right to, without notice or refund: (i) access, delete, suspend, deny, cancel, modify, intercept, analyze, copy, backup, redirect, log usage of, monitor, limit access to or of, take ownership of, or transfer any Order; (ii) delete, suspend, freeze, or modify Reseller’s access to Reseller Services; (iii) publish, transmit, share data from any Order with any person or entity, or contact any entity associated with an Order, to recover any payment from Reseller for any service rendered by the Company including Reseller Services related to this Agreement for which Reseller has been notified and requested to remit payment; (iv) publish, transmit, share data from any Order with any person or entity, or contact any entity associated with any Order pursuant to the Company’s Privacy Policy, or (v) correct any mistakes associated with any Order, including with processing or executing any Order, with retroactive effect.
      5. In case an Order has expired, is suspended, or if a Registered Name does not contain valid information to direct it to any destination, the Company may redirect any Registered Name to any Internet Protocol (“IP”) address including, without limitation, to an IP address which hosts a parking page or a commercial search engine for monetization purposes (“Redirection”); provided however, Reseller may opt out of such Redirection by providing the Company with written notice; provided, further that Company may perform any activity, including Redirection or disruption of a web page as required under ICANN’s Expired Registration Recovery Policy. Reseller acknowledges that the Company does not control and is not able to monitor the content on any redirected web page, including whether the content infringes any legal rights, including but not limited to, intellectual property rights or violates any other rights or any applicable rule, regulation or law. Accordingly, Registrar expressly disclaims any liability or damages caused directly or indirectly by such redirection.
      6. The Reseller Services are subject to export control and economic sanctions laws, rules, regulations and/or Executive Orders administered or enforced by the United States Department of Commerce, Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Reseller Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Reseller Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions as may be updated from time to time (including Cuba, Iran, Syria, North Korea or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission, the Company also does not register, and prohibits the use of any of the Reseller Services in connection with, any Country-Code Top Level Domain Name (“ccTLD”) for any country or territory that is the target of OFAC sanctions. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Reseller Services. The Company may terminate any Reseller or Customer account that the Company determines, in its sole discretion, is in violation of any U.S. Trade Laws.
      7. Registrar may utilize all information necessary from any and all Orders to comply with the data escrow deposit requirements established by paragraph 3.6 of the RAA and any other policies and procedures established by ICANN relating to data escrow deposits.
  1. RIGHTS AND OBLIGATIONS OF RESELLER
      1. Reseller shall require its Customers to enter into this this Domain Registration Agreement (“Customer Domain Registration Agreement”) with the Registrar for any Registration Services. Additionally, Reseller shall require its Customers to enter into any other agreements with Registrar that Registrar deems necessary to provide the Reseller Services from time to time. Reseller agrees that Registrar may contact its Customers to enter into the Domain Registration Agreement and any other such agreements pursuant to this section from time to time.
      2. Reseller agrees that Reseller Services under this Agreement may be made available to a Customer only after the Customer enters into a legally binding agreement which is no less protective of the Company than this Agreement and which contains the same obligations on the Customer contained herein as applicable to Reseller. Reseller acknowledges and agrees that Reseller will be responsible for ensuring each Customers’ compliance with applicable terms and conditions, including with respect to Section 3, and shall be responsible for any liability resulting from Customer’s noncompliance with such terms and conditions.
      3. Reseller shall identify the sponsoring registrar upon inquiry from Customer.
      4. Reseller shall comply with any ICANN-adopted Specification or Policy that establishes a program for accreditation of providers of proxy and privacy registration services (a “Proxy Accreditation Program”). Among other features, the Proxy Accreditation Program may require that: (i) proxy and privacy registration services may only be provided by individuals or entities accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) Registrar prohibits Resellers from knowingly accepting registrations from any provider of proxy and privacy registration services that is not accredited by ICANN pursuant to the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, Reseller shall comply with the Specification on Privacy and Proxy Registrations.
      5. Reseller shall clearly display on any website it operates for domain registration or renewal a link to ICANN’s Registrants’ Benefits and Responsibilities (currently available athttp://www.icann.org/en/resources/registrars/registrant-rights/benefits ) and shall not take any action inconsistent with the corresponding provisions of the RAA or applicable law.
      6. Reseller shall clearly display on any website it operates for domain registration or renewal a link to the appropriate ICANN webpage detailing Registrant Educational Information (currently available at http://www.icann.org/en/resources/registrars/registrant-rights/educational).
      7. Reseller shall not display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent themselves as accredited by ICANN, unless they have written permission from ICANN to do so.
      8. Reseller shall be responsible for providing customer service, billing support and technical support to Customers.
      9. Reseller acknowledges that in the event of any dispute and/or discrepancy concerning any data element of any transaction, the data element in Registrar’s records shall prevail.
      10. Reseller acknowledges that all information about any Customer that Reseller transmits to the Company is delivered in a manner that is reasonably accessible by the Company.
      11. Reseller shall not make any changes to any information or configuration of an Order without explicit authorization from Customer of that Order.
      12. Reseller acknowledges that Reseller Services may be obtained through Service Providers, and as such, changes in structure or contracts may occur, and as a result services may be adversely affected. Reseller acknowledges and agrees that the Company shall not have any liability associated with any such occasion.
      13. Reseller agrees to provide to the Company complete and accurate Reseller Contact Details and to update any Reseller Contact Details within seven (7) calendar days of any change.
      14. During the Term of this Agreement and for two (2) years thereafter, Reseller shall maintain the following records relating to its dealings with us, Customers, prospective Customers and/or their agents or authorized representatives, in electronic, paper or microfilm form:
        1. All current and past Orders with Reseller, including dates and amounts of all payments, discount, credits and refunds;
        2. Customer’s acceptance of Reseller’s Customer Domain Registration Agreement, including date, time, and Registered Name;
        3. All information relating to the request for a transfer of a Registered Name to or from Registrar, in accordance with ICANN’s Transfer Policy ; and
        4. All written communications with respect to Reseller Services.
      15. Reseller shall provide these records to us within seven (7) calendar days of our request.
      16. Reseller represents and warrants to the Company that Reseller shall provide notice to each new or renewed Registered Name Holder stating: (i) the purposes for which any Personal Data collected from Customer are intended; (ii) the intended recipients or categories of recipients of the data (including the Company, Registry Operator and others who will receive the data from Registry Operator); (iii) which data are obligatory and which data, if any, are voluntary; and (iv) how the Registered Name Holder or data subject can access and, if necessary, correct the data held about them. Reseller shall obtain consent from the Registered Name Holder for such data processing.
      17. Reseller shall comply with the Data Retention Specification established by ICANN. In the event Registrar must request disclosure of any information covered by the Data Retention Specification in order to perform required self-audits or as otherwise required to comply with a request from ICANN, Reseller is required to disclose information identified in the Data Retention Specification within seven (7) calendar days of Reseller’s request. Any privacy policy established by Reseller shall disclose the potential use of this information in this manner.
      18. Reseller shall comply with the validation requirements contained in Section 1(a)-(d) of the Whois Accuracy Program Specification Whois Accuracy Program Specification . Reseller will have ninety (90) days from the date of notification by Reseller to comply with the requirements of Section 1(e) of the Whois Accuracy Program Specification
      19. Reseller shall comply with ICANN’s Expired Registration Recovery Policy.
      20. When requested by the Company, Reseller shall comply with all requests for production of information to confirm compliance within the date specified in the request. Failure to comply with such a request shall constitute a material breach of this Agreement and may result in termination and/or temporary suspension of services pursuant to Section 6 below.
      21. Reseller agrees that by using Reseller Services, Reseller also agrees to the Company’s Terms and Conditions found here. Reseller shall comply with all other terms or conditions established from time to time by the Company, Registrar’s Service Providers, ICANN (including any requirement for which Registrar must comply with ICANN), and/or Registry Operators.
  1. RESELLER’S GDPR OBLIGATIONS
      1. Notwithstanding anything to the contrary contained herein, if the GDPR applies to you and/or your Customers, you also agree to the following additional terms:
      1. For purposes of the GDPR, you acknowledge and agree, with respect to your Customers’ Personal Data, that: (i) you and the Registrar are both a Controller of such Personal Data as it pertains to Registration Services; and (ii) you are the Controller and the Company is a Processor (as that term is defined in the GDPR) of such Personal Data as it pertains to all other Reseller Services that are not Registration Services. You also acknowledge and agree that you are responsible for complying with all obligations of a Controller under the GDPR.
      2. You represent and warrant that in using the Reseller Services, you will clearly describe in writing with your Customers how you plan to use any Personal Data collected and you will ensure you have a legitimate legal basis to transfer such Personal Data to us and that you have the necessary permission to allow us to receive and process Personal Data and to send communications regarding the processing of Customers’ Personal Data to Customers on your behalf.
      3. Controller to Processor. You agree to the terms of the Data Processing Agreement set forth here where you are a Controller and the Company is Processor as it pertains to all Reseller Services that are not Registration Services subject to the GDPR.
      4. Controller to Controller. You also agree to the terms of the Data Processing Addendum set forth here where both you and the Registrar are a Controller as it pertains to Registration Services subject to the GDPR.
  1. RESELLER REPRESENTATIONS AND WARRANTIES
      1. Reseller represents and warrants that: (i) it is a sole proprietor, partnership, or corporation duly incorporated, validly existing and in good standing under the laws of the state/country of its domicile; (ii) it has all requisite legal power and authority to execute, deliver and perform its obligations under this Agreement; (iii) the execution, performance and delivery of this Agreement by its officers, employees and agents has been duly authorized by Reseller; (iv) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Reseller in order for it to enter into and perform its obligations under this Agreement; (v) Reseller is not in violation of any U.S. Trade Laws; (vi) Reseller is not in violation of any third party’s intellectual, proprietary or other rights; and (vii) there is no pending or, to the best of Reseller’s knowledge, threatened claim, action, or proceeding against Reseller.
      2. Reseller represents and warrants that Reseller does not and shall not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using Reseller Services under this Agreement. Reseller further acknowledges that the Company cannot and does not monitor whether any services or the use of the services by Reseller under this Agreement, infringes the legal rights of others.
  1. TERM AND TERMINATION
      1. Term. The term of this Agreement commences on the Effective Date and continues until terminated pursuant to the terms herein (the “Term”).
      2. Termination.
        1. Termination Rights.
          1. Unless otherwise provided in this Agreement, the Company may terminate this Agreement at any time by giving the Reseller thirty (30) days’ written notice of termination. Any domain registrations made by Reseller with Registrar during the Term of this Agreement shall remain with Registrar unless the Registered Name Holder initiates a change of registrar as outlined in Section 6(c) below.
          2. The Company may terminate this Agreement at any time, with or without notice, in its sole discretion: (i) to protect the integrity and stability of Reseller Services; (ii) to comply with any applicable laws, government rules or requirements, or any applicable dispute resolution process; or (iii) to avoid any liability, civil or criminal, on the part of Registrar and/or its Service Providers, or their affiliates, subsidiaries, officers, directors and employees.
        2. Termination for Cause. The Company may immediately terminate the Agreement by written notice to Reseller in the case of any actual or potential breach or violation of this Agreement, the Customer Domain Registration Agreement or any other agreements contemplated by this Agreement by Reseller or its Customers , including but not limited to any representations and warranties hereunder.
        3. Termination for Inactivity. In the event Reseller has no transactions for a period of one hundred and eighty (180) consecutive days and no other currently active Reseller Services purchased by Customers, the Company may immediately terminate this Agreement by written notice to Reseller.
      3. Effect of Termination.
        1. Upon termination of this Agreement, Registrar will complete pending domain registrations or renewals of domain names processed by Reseller prior to the date of termination.
        2. Immediately upon any termination of this Agreement, Reseller shall transfer to the Company all information deemed necessary by the Company regarding the Registered Name Holders.
        3. Any and all domain name registrations made through Registrar during the Term of this Agreement shall remain with Registrar as registrar unless Registered Name Holder initiates a registrar transfer in compliance with ICANN’s Transfer Policy and any other applicable transfer policies established by ICANN and/or Registrar Operator.
        4. Registrar reserves the right in its sole discretion to refuse to renew domains and related services upon termination of this Agreement.
  1. FEES, PAYMENTS & TAXES
      1. Advance Account. Resellers are required to maintain an Advance Account. Payment to the Advance Account may be made by credit card. Payment is expected to appear as available credit in the Advance Account within approximately forty-eight (48) hours.
      2. Fees. As per the applicable Reseller Program terms, the Fees will either be deducted from the Advance Account or charged directly to the Customer when the Order is processed. The Company reserves the right to hold or otherwise cancel any Order for which there are insufficient funds in the Advance Account to cover the fees associated with the Order. Registrar may also deduct appropriate bank charges, processing charges, or other service fees it may levy against Reseller directly from the Advance Account. The Company reserves the right to hold or otherwise cancel any Order if Reseller does not maintain a valid credit card on file, if required by the Company.
      3. Chargebacks. In the event that Reseller issues a chargeback for any payment to Company, Company may immediately debit the Advance Account, if applicable, or charge Reseller for the amount of the chargeback as well as any fees levied against Company by its payment processor for such chargeback. Any negative balance on the Advance Account will be immediately due and payable via guaranteed funds. Company reserves the right to temporarily or permanently suspend Reseller’s access to Reseller Services or terminate this Agreement if Reseller issues a chargeback.
      4. Refunds.
        1. Reseller may be eligible for a refund of an Order in the following circumstances (each a “Refund Event”):
          1. Registration of a Registered Name that is deleted within the add-grace period established by the appropriate Registry Operator and for which the Registrar is eligible to receive a refund from the Registry Operator. In most circumstances, the Registry Operator requires that such deletion be requested within five (5) days of the date of the registration;
          2. Non-explicit renewals of a Registered Name for which the Registrar is eligible to receive a refund from the Registry Operator. In most circumstances, the Registry Operator requires that such refund must be requested within thirty (30) days of the date of the non-explicit renewal; or
          3. Whois privacy services that are canceled in association with Registered Names eligible for refunds pursuant to Section 7(d)(i)(A) or (B). Such refund must be requested within thirty (30) days of the date of the Whois privacy purchase or renewal.
        2. The Company reserves the right to issue refunds in its sole discretion at any time in connection with any Refund Event. Refunds will be credited to Reseller’s credit card on file or to Reseller’s Advance Account. Refunds will not accrue, and shall not be paid under any circumstances, if (A) Reseller does not submit a request for a refund to Registrar within the timeframe required by the Registry Operator in Sections 7(d)(i)(A) and (B), (B) Reseller does not include current Reseller Contact Details with its request for such refund (C) Reseller’s credit card information is not on file with Registrar at the time the refund is first due to be paid or Reseller does not then have an Advance Account with Registrar, or (D) Registrar is unable to obtain a full refund from Registry Operator for the applicable Refund Event.
      5. Pricing. The Company will display the current price for each Reseller Service within Reseller’s account. The Company has the right to modify its pricing at any time, and any such modification will be binding and effective immediately upon notification by email to Reseller or upon posting within Reseller’s account.
      6. Expiration of Registered Names.
        1. Reseller acknowledges that it is Reseller’s responsibility to keep records and maintain reminders regarding the expiry of any Reseller Service purchased by or for a Customer. As a convenience to Reseller, and not as a binding commitment, we may notify Reseller of any such expiring Reseller Services via an email message sent to the email address listed in the Reseller Contact Details.
        2. Reseller acknowledges that after expiration of a Registered Name, Reseller has no rights to such Registered Name, or any information associated with it, and that control of such Registered Name shall belong to Registrar. Following expiration of a Registered Name, Registrar may choose, in its sole discretion, to delete a Registered Name or to transfer the ownership of the Registered Name to any third party. Reseller acknowledges that Registrar shall not be liable to Reseller or any third party for any action performed under this clause.
      7. Taxes. Reseller shall be responsible for any and all applicable taxes in connection with this Agreement and the Reseller Services.
  1. INDEMNIFICATION
    1. Indemnification of Registrar. Reseller shall indemnify, hold harmless, and defend the Company and its subsidiary and parent entities, predecessors, successors, affiliates, and assigns, the Registry Operators, and all of their respective current and former officers, directors, members, shareholders, agents, and employees (collectively, the “Indemnified Parties”) from any and all any actions, causes of action, suits, proceedings, claims, or demands of any third party and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses, including without limitation, reasonable attorneys ’ fees and costs (each a “Claim”), which arise out of: (i) your breach of this Agreement or any of the Company’s policies applicable to the Reseller Services, (ii) the operation, registration or use of a domain registered by you, or (iii) any negligent act or omission by you.
    2. Indemnification of ICANN and Registry Operators. You agree to indemnify, defend, and hold harmless ICANN, Registry Operator(s) and their respective subcontractors, shareholders, directors, officers, employees, affiliates and agents from and against any and all Claims arising out of or related to your domain registration and any disputes regarding the same. Some Registry Operators may not allow this indemnification provision to apply as contained herein, in such cases, this provision is in effect to the full extent permitted by law as applicable to such Registry Operator.
  1. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY
    1. Disclaimer of warranty. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, WITHOUT ANY LIMITATION TO THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A REGISTERED NAME OR OF THE RESELLER SERVICES UNDER THIS AGREEMENT WILL PREVENT (i) CHALLENGES TO THE REGISTERED NAME OR (ii) SUSPENSION, CANCELLATION OR TRANSFER OF ANY REGISTERED NAME REGISTERED PURSUANT TO THIS AGREEMENT.
    2. Limitation of liability. YOU AGREE THAT NEITHER THE COMPANY NOR ANY OF THE INDEMNIFIED PARTIES, WILL BE LIABLE FOR ANY OF THE FOLLOWING: (i) SUSPENSION OR LOSS OF THE REGISTERED NAME ACQUIRED PURSUANT TO THIS AGREEMENT FOR ANY REASON; (ii) USE OF THE REGISTERED NAME BY YOU OR OTHERS, WHETHER OR NOT AUTHORIZED BY YOU TO HAVE SUCH USE; (iii) INTERRUPTION OF BUSINESS; (iv) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEBSITE(S) YOU ACCESS TO OBTAIN THE RESELLER SERVICES; (v) DATA NON-DELIVERY, MIS-DELIVERY,CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (vi) EVENTS BEYOND THE CONTROL OF COMPANY OR ANY OF THE INDEMNIFIED PARTIES; (vii) THE PROCESSING OF ANY REGISTERED NAME; (viii) ANY FAILURES OF ENCRYPTION OR OTHER SERVICES PROVIDED; (ix) APPLICATION OF SECTION 14; OR (x) ANY LOSS OR DAMAGES THAT MAY RESULT FROM TERMINATION OF THIS AGREEMENT. THE COMPANY AND THE INDEMNIFIED PARTIES ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S OR ANY OF THE INDEMNIFIED PARTIES’ MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL ACTUAL AMOUNT PAID FOR THE RESELLER SERVICES.
  1. INTELLECTUAL PROPERTY
      1. Intellectual Property. Subject to the provisions of this Agreement, each Party will continue to independently own its respective intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property worldwide, whether or not registered. Any use of and improvements to intellectual property will inure to the benefit of, and continue to be owned by, the Party that owns such intellectual property. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual or other proprietary rights are granted by the Company to Reseller.
  1. OWNERSHIP AND USE OF DATA
      1. Reseller agrees and acknowledges that the Company owns all rights, title and interests worldwide in Registrar’s domain database (“Domain Database”), and all information and derivative works generated from such Domain Database, including without limitation information relating to Registered Names, Registered Name Holders, and the Reseller Services provided to you. Reseller further agrees and acknowledges that Registrar may use the following information in connection with providing Reseller Services and as required for domain registrations for which Registrar is the registrar of record: (i) the original creation date of the registration; (ii) the expiration date of the registration; (iii) the name, postal address, email address, telephone number, and where available fax number of the technical contact, authorized contact, zone contact and billing contact for the domain registration; (iv) any remarks concerning the registered domain that appear or should appear in the Whois or similar database; and (v) any other information Registrar generates or obtains in connection with the provision of domain registration services, other than the domain being registered, the IP addresses of the primary nameserver and any secondary nameservers for the domain, and the corresponding names of those nameservers. Registrar does not have any ownership interest in your specific personal registration information outside of its rights in its Domain Database. Registrar agrees to take reasonable precautions to protect your specific personal registration information from loss, misuse, unauthorized access or disclosure, alteration or destruction.
      2. The Company and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as may be required for compliance with any agreements executed by Registrar to provide the Reseller Services pursuant to the terms of this Agreement.
  1. MODIFICATIONS TO RESELLER SERVICES AND AGREEMENT
      1. The Company reserves the right to modify or discontinue, temporarily or permanently, Reseller Services with or without notice at any time. The Company shall not be liable to Reseller or to any third party for any modification, suspension or discontinuance of Reseller Services.
      2. Except as otherwise provided in this Agreement, Reseller agrees that, during the Term of this Agreement, the Company may revise the terms and conditions of this Agreement. The Company will notify Reseller of any material changes to the Agreement, and, if Reseller objects, Reseller agrees that its only recourse is termination of this Agreement with ten (10) days’ prior written notice to the Company pursuant to Section 16(e) below. In the event that revisions to the RAA or any applicable registry or other governmental or non-governmental authority contract are made, the Company may publish an amendment substituting the revised agreement in place of this Agreement, or otherwise amending, modifying or replacing this Agreement, without prior notice to Reseller if required to do so by ICANN, applicable Registry Operator, or other governmental or non-governmental authority. Reseller agrees to periodically review the Registrar Website, including the current version of this Agreement, to be aware of any such revisions. The Company is not bound by nor should Reseller rely on any representation by (i) any agent, representative or employee of any third party that Reseller may use to apply for the Reseller Services; or (ii) on information posted on the Registrar Website of a general informational nature. Moreover, no employee, contractor, agent or representative of the Company is authorized to alter or amend the terms and conditions of this Agreement. Only the Company may amend this Agreement through its authorized amendment procedures.
  1. CONFIDENTIALITY
      1. Use of Confidential Information. Reseller’s use and disclosure of Confidential Information disclosed hereunder are subject to the term and conditions of this Section. With respect to the Confidential Information, Reseller agrees that:(i) Reseller shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of all Confidential Information received from the Company, including implementing reasonable physical security measures and operating procedures designed to protect the same, which in any case, shall not be less stringent than the measures Reseller takes to protect its own confidential information; and (ii) Reseller Shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if Reseller is a corporation,partnership, or similar entity, disclosure is permitted to Reseller’s Officers and employees who have a demonstrable need to know such Confidential Information, provided Reseller shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof. The obligations set forth in this section shall be continuing; provided, however, that this section imposes no obligation upon Reseller With respect to information that: (x) is disclosed after the Company’s prior written approval; (y) is independently developed by Reseller without the use of the Confidential Information; or (z) is made generally available by the Company without restriction on disclosure.
      2. In the event of any termination of this Agreement: (i) all Confidential Information in Reseller’s possession shall be immediately returned to the Company or, at the Company’s sole option, Reseller shall certify as to the destruction of such Confidential Information; (ii) Reseller shall provide full voluntary disclosure to the Company of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and (iii) the obligations of this section shall survive such termination and remain in full force and effect for a period of five (5) years.
      3. Reseller agrees that the Company shall be entitled to seek all available legal and equitable remedies for the breach of this Section 13 by Reseller.
  1. ARBITRATION; GOVERNING LAW
      1. Arbitration.
        1. Unless you are in India, you also hereby agree to the Company’s Arbitration Agreement, which is incorporated into this Agreement by reference and can be found here.
        2. Alternatively, if you are in India, the following provision applies to you:
          1. All disputes, controversies and differences arising out of or relating to this Agreement, including a dispute relating to the validity or existence of this Agreement (“Dispute”) shall be referred to and resolved by arbitration in Mumbai, India under the provisions of the Arbitration and Conciliation Act, 1996; provided that, to the extent a party may suffer immediate and irreparable harm for which monetary damages would not be an adequate remedy as a result of the other party’s breach or threatened breach of any obligation hereunder, such party may seek equitable relief, including an injunction, from a court of competent jurisdiction, which shall not be subject to this Section. The arbitration tribunal shall consist of one (1) arbitrator jointly appointed by the parties within fifteen (15) days from the date of first recommendation for an arbitrator in written form for a party to the other. If the parties fail to agree on appointment of such arbitrator, then the arbitrator shall be appointed as per the provisions of Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. As part of the terms of the appointment of the arbitrator(s), the arbitrator(s) shall be required to produce a final and binding award or awards within six (6) months of the appointment of the sole arbitrator (jointly appointed by the parties). Parties shall use their best efforts to assist the arbitrator(s) to achieve this objective, and the parties agree that this six (6) month period shall only be extended in exceptional circumstances, which are to be determined by the arbitrator(s) in its absolute discretion. The arbitral award passed by the arbitrator shall be final and binding on the parties and shall be enforceable in accordance with its terms. The arbitrator shall state reasons for its findings in writing. The parties agree to be bound thereby and to act accordingly. All costs of the arbitration shall be borne equally by the parties.
      2. Governing Law Unless you are in India, any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the Commonwealth of Massachusetts. If you are in India, any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the Republic of India. Notwithstanding the foregoing, the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
  1. MISCELLANEOUS
      1. Personal Data. The Company incorporates its Privacy Policy by reference. Please read our Privacy Policy by clicking here . In addition,you hereby represent that you have provided the Company’s Privacy Policy to any person whose personal data you disclose to the Company and that you have obtained their consent to the foregoing.
      2. Force Majeure. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government,or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such event gives the other Party written notice thereof within ten (10) Business Days of such event or occurrence.
      3. Assignment. Reseller may not assign or transfer this Agreement or any of Reseller’s rights or obligations hereunder, without the prior written consent of Registrar. In addition, Reseller must comply with any applicable ICANN inter-the Company transfer process. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. The Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. You agree that the Company may transfer your domain name from one accredited registrar to another accredited registrar without requiring your consent, to the extent not prohibited by ICANN or applicable registry rules or by applicable law.
      4. Publicity. Reseller shall not create, publish, distribute, or permit any written, oral, or electronic material that makes reference to the Company or its Service Providers or uses any trademarks or service marks of the Company or its Service Providers without prior written consent. Reseller gives the Company the right to recommend and/or refer Reseller’s name and details to Customers, and use Reseller’s name in marketing and promotional material with regard to its use of the Reseller Services.
      5. Notice. Notice to Reseller shall be sufficiently given if provided in writing and transmitted by email to the current email address included in the Reseller Contact Details. Notice to the Company shall be sufficiently given only if in writing and transmitted by email to the Company’s email address below, delivered personally or by a nationally recognized courier service, or mailed by prepaid registered mail addressed:Attn: Endurance India

        Address: Unit No. 501, 5th Floor, IT Building 3,
        Nesco IT Park, Nesco Complex,
        Western Express Highway,
        Goregaon (East)
        Mumbai 400063, Maharashtra
        India
        Email: compliance@resellerclub.com

        compliance@resellerclub.com

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