CUSTOMER DOMAIN REGISTRATION PRODUCT AGREEMENT EXTENSION
Design 2 (hereinafter referred to as “Parent”) AND you (hereinafter referred to as “Customer”)
entered into a Customer Master Agreement (“Agreement”) effective from June 5, 2020 of which this “Domain Registration Product Agreement Extension” is a part.
WHEREAS, Parent is authorized to provide Internet registration and management services for domain names, for the list of TLDs mentioned within APPENDIX ‘B’;
WHEREAS, the Customer wishes to purchase Registration and/or Management and/or Renewal and/or Transfer for the list of TLDs mentioned within APPENDIX ‘B’ 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) “TLD” refers to .COM, .NET, .ORG, .BIZ, .INFO, .NAME, .US, .IN, .EU, .UK, .TRAVEL, .WS, .COOP, CentralNIC, .MOBI, .ASIA, .ME, .TEL, .MN, .BZ, .CC, .TV, .CN, .NZ, .CO, .CA, .DE, .ES, .AU, .XXX , .RU, .PRO, .SX, .PW, .IN.NET, .CO.DE, .LA, Donuts, .CLUB, .UNO, .MENU, .BUZZ, .LONDON, .BID, .TRADE, .WEBCAM, .CO.COM, .US.COM, .UK.COM, .GB.NET, .COM.DE, .CN.COM, .BR.COM, .GR.COM, .DE.COM, .AE.ORG, .QC.COM, .EU.COM, .SE.NET, .RU.COM, .HU.COM, .SE.COM, .NO.COM, .UK.NET, .SA.COM, .JPN.COM, .UY.COM, .KR.COM, .ZA.COM, .GB.COM, Rightside Registry and Radix Registry
(2) “gTLD” refers to .COM, .NET, .ORG, .BIZ, .INFO, .NAME, .TRAVEL, .COOP, .MOBI, .ASIA, .TEL, .XXX, .PRO, .BIKE, .CLOTHING, .GURU, .HOLDINGS, .PLUMBING, .SINGLES, .VENTURES, .CAMERA, .EQUIPMENT, .ESTATE, .GALLERY, .GRAPHICS, .LIGHTING, .PHOTOGRAPHY, .CONSTRUCTION, .CONTRACTORS, .DIRECTORY, .KITCHEN, .LAND, .TECHNOLOGY, .TODAY, .DIAMONDS, .ENTERPRISES, .TIPS, .VOYAGE, .CAREERS, .PHOTOS, .RECIPES, .SHOES, .CAB, .COMPANY, .DOMAINS, .LIMO, .ACADEMY, .CENTER, .COMPUTER, .MANAGEMENT, .SYSTEMS, .BUILDERS, .EMAIL, .SOLUTIONS, .SUPPORT, .TRAINING, .CAMP, .EDUCATION, .GLASS, .INSTITUTE, .REPAIR, .COFFEE, .FLORIST, .HOUSE, .INTERNATIONAL, .SOLAR, .HOLIDAY, .MARKETING, .CODES, .FARM, .VIAJES, .AGENCY, .BARGAINS, .BOUTIQUE, .CHEAP, .ZONE, .COOL, .WATCH, .WORKS, .EXPERT, .FOUNDATION, .EXPOSED, .CRUISES, .FLIGHTS, .RENTALS, .VACATIONS, .VILLAS, .TIENDA, .CONDOS, .PROPERTIES, .MAISON, .DATING, .EVENTS, .PARTNERS, .PRODUCTIONS, .COMMUNITY, .CATERING, .CARDS, .CLEANING, .TOOLS, .INDUSTRIES, .PARTS, .SUPPLIES, .SUPPLY, .FISH, .REPORT, .VISION, .SERVICES, .CAPITAL, .ENGINEERING, .EXCHANGE, .GRIPE, .ASSOCIATES, .LEASE, .MEDIA, .PICTURES, .REISEN, .TOYS, .UNIVERSITY, .TOWN, .WTF, .FAIL, .FINANCIAL, .LIMITED, .CARE, .CLINIC, .SURGERY, .DENTAL, .TAX, .CASH, .FUND, .INVESTMENTS, .FURNITURE, .DISCOUNT, .FITNESS, .SCHULE, .GRATIS, .CLAIMS, .CREDIT, .CREDITCARD, .DIGITAL, .ACCOUNTANTS, .FINANCE, .INSURE, .LOANS, .CHURCH, .LIFE, .GUIDE, .DIRECT, .PLACE, .DEALS, .CITY, .HEALTHCARE, .RESTAURANT, .GIFTS, .CLUB, .UNO, .MENU, .BUZZ, .LONDON, .BID, .TRADE, .WEBCAM, .PRESS, .HOST, .WEBSITE, .PIZZA, .IMMO, .BUSINESS, .NETWORK, .WORLD, .DELIVERY, .ENERGY, .COACH, .MEMORIAL, .LEGAL, .MONEY, .TIRES, .DANCE, .DEMOCRAT, .IMMOBILIEN, .NINJA, .REVIEWS, .FUTBOL, .SOCIAL, .HAUS, .PUB, .MODA, .KAUFEN, .CONSULTING, .ACTOR, .ROCKS, .LAWYER, .ATTORNEY, .BET, .BLACK, .BLUE, .GREEN, .HEALTH, .KIM, .LGBT, .LOTTO, .LTD, .MEET, .MEMORIAL, .MLS, .PINK, .RED, .SHIKSHA, .HOW, .SOY, .TATTOO, .SEXY, .LINK, .GIFT, .GUITARS, .PICS, .PHOTO, .CHRISTMAS, .BLACKFRIDAY, .HIPHOP, .AUDIO, .JUEGOS, .HOSTING, .PROPERTY, .CLICK, .DIET, .HELP, .FLOWERS, .TOKYO, .NGO, .ONG, .WANG, .SPACE, .SITE, .TECH, .BINGO, .CHAT, .STYLE, .TENNIS, .APARTMENTS, .CASINO, .SCHOOL, .FOOTBALL, .GOLF, .TOURS, .GOLD, .PLUS, .BUILD, .LUXURY, .GLOBAL, .VEGAS, .BERLIN, .CAREER, .QUEBEC, .WIEN, .NYC, .PARTY, .CRICKET, .SCIENCE, .BEER, .CASA, .COOKING, .COUNTRY, .FISHING, .HORSE, .RODEO, .SURF, .VODKA, .ACCOUNTANT, .ADULT, .AIRFORCE, .AMSTERDAM, .ARMY, .BAND, .BEST, .BHARAT, .CAFE, .CAPETOWN, .COLLEGE, .COUPONS, .CYMRU, .DATE, .DEGREE, .DENTIST, .DESIGN, .DOG, .DOWNLOAD, .DURBAN, .ENGINEER, .EXPRESS, .FAITH, .FASHION, .FIT, .FRL, .FYI, .GARDEN, .GIVES, .HOCKEY, .IRISH, .JEWELRY, .JOBURG, .LOAN, .LOL, .LOVE, .MARKET, .MARKETS, .MBA, .MORTGAGE, .NAGOYA, .NAVY, .POKER, .PORN, .RACING, .REPUBLICAN, .REVIEW, .RUN, .SALE, .SHABAKA, .SHOW, .SOCCER, .SOFTWARE, .SOFTWARE, .TAXI, .TEAM, .THEATER, .TOP, .VET, .VIDEO, .VOTE, .VOTO, .WALES, .WEDDING, .WIN, .भारत, .ভারত, .భారత్, .ભારત, بھارت., .இந்தியா, .ਭਾਰਤ, شبكة., .机构, .在线, .中文网, .组织机构, .OPR, .संगठन, .KIWI, .ONE, .CEO, .SKI, .WORK, .RICH, .ONL, .TIROL, .JETZT, .YOGA, .移动, .FANS, .ABOGADO, MEN, .REHAB, .GAME, .NEWS, .LIVE, .ONLINE, .STUDIO, .MOVIE, .BRUSSELS, .VLAANDEREN, .COURSES, .STUDY, .FILM, .LTDA, .SLR, .BAYERN, .BIO, .ARCHI, .MELBOURNE, .SYDNEY, .CLOUD, .FAMILY, .CAR, .CARS and .AUTO
(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.
In the event of termination of this Product Agreement Extension for any reason, Sections 2 and 3 shall survive.
PRIVACY PROTECTION SERVICE SPECIFIC CONDITIONS
1. DESCRIPTION OF SERVICES
The Privacy Protection Service hides the contact details of the actual owner from appearing in the Whois Lookup Result of his domain name.
2. IMPLEMENTATION DETAILS
(1) Customer acknowledges and agrees that the contact information being displayed in the Whois of a privacy protected Domain Order will be those designated by the Parent, and
(1) any mail received via post at this Address would be rejected;
(2) any telephone call received at this Telephone Number, would be greeted with an electronic answering machine requesting the caller to email the email address listed in the Whois of this privacy protected domain name;
(3) the sender of any email to an email address listed in the Whois of this privacy protected domain name, will get an automated response email asking them to visit the URL http://www.privacyprotect.org/ to contact the Registrant, Administrative, Billing or Technical Contact of a privacy protected domain name through an online form. This message would be relayed as an email message via http://www.privacyprotect.org/ to the actual Registrant, Administrative, Billing or Technical Contact email address in the OrderBox Database.
(2) Customer agrees that we can not guarantee delivery of messages to either the Registrant, Administrative, Billing, Technical Contact, of a privacy protected Domain Order, and that such message may not be delivered in time or at all, for any reason whatsoever. Parent and Service Providers disclaim any and all liability associated with non-delivery of any messages relating to the Domain Order and this service.
(3) Customer understands that the Privacy Protection Service is only available for certain TLDs.
(4) Irrespective of whether Privacy Protection is enabled or not, Customers and Registrants are required to fulfill their obligations of providing true and accurate contact information as detailed in the Agreement.
(5) Customer understands and acknowledges that Parent in its sole, unfettered discretion, can discontinue providing Privacy Protection Services on the Order for any purpose, including but not limited to:
(1) if Parent receives any abuse complaint for the privacy protected domain name, or
(2) pursuant to any applicable laws, government rules or requirements, requests of law enforcement agency, or
(3) for the resolution of disputes concerning the domain name, or
(4) any other reason that Parent in its sole discretion deems appropriate to switch off the Privacy Protection Services.
3. OBLIGATIONS OF CUSTOMER
Customer must ensure that the Registrant of each Domain Order must also acknowledge and agree to be bound by the following terms and conditions. The Customer acknowledges and agrees that the Customer shall indemnify Parent of, and shall be responsible for any liability resulting from Customer’s nondisclosure of these terms to Registrant of Domain Order.
Customer and Registrant agree to release, defend, indemnify and hold harmless Parent, Service Providers, PrivacyProtect.org, and their parent companies, subsidiaries, affiliates, shareholders, agents, directors, officers and employees, from and against any and all claims, demands, liabilities, losses, damages or costs, including reasonable attorney’s fees, arising out of or related in any way to the Privacy Protection services provided hereunder.
LIST OF TLDS PARENT IS AUTHORIZED TO PROVIDE DOMAIN NAME REGISTRATION AND MANAGEMENT SERVICES
.COM, .NET (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.ORG (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.BIZ (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.INFO (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.NAME and .NAME Defensive Registrations and .NAME Mail Forwards (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.US (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.IN (through Registrar Endurance Domains Technology LLP)
.EU (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.UK (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.TRAVEL (through Registrar Directi Internet Solutions Pvt. Ltd. D/B/A PublicDomainRegistry.com)
.WS (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.COOP (through Registrar Demo COOP Service Provider)
CentralNIC (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.MOBI (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.ASIA (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.ME (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.TEL (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.MN, .BZ (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.CC, .TV (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.CN (through Registrar PDR Ltd.)
.NZ (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.CO (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.CA (through Registrar PublicDomainRegistry.com Inc)
.DE (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.ES (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.AU (through Registrar Public Domain Registry Pty Ltd.)
.RU (through Registrar RU-Center)
.XXX (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.PRO (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.SX (through Registrar PDR Ltd.)
.PW (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.IN.NET (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.CO.DE (through Registrar PDR Ltd.)
.LA (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
DONUTS (through Registrar PDR Ltd.)
.CLUB (through Registrar PDR Ltd.)
.UNO (through Registrar PDR Ltd.)
.MENU (through Registrar PDR Ltd.)
.BUZZ (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.LONDON (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.BID (through Registrar PDR Ltd.)
.TRADE (through Registrar PDR Ltd.)
.WEBCAM (through Registrar PDR Ltd.)
RIGHTSIDE REGISTRY (through Registrar PDR Ltd.)
RADIX REGISTRY (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.OOO (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.DESI (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
Afilias New gTlds (through Registrar PDR Limited)
.SOY (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
UNIREGISTRY (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
GMO (through Registrar PDR Ltd.)
PUBLIC INTEREST REGISTRY (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.WANG (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.BUILD (through Registrar PDR Ltd.)
.LUXURY (through Registrar PDR Ltd.)
.GLOBAL (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.VEGAS (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.BERLIN (through Registrar PDR Ltd.)
.CAREER (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.QUEBEC (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.WIEN (through Registrar NetzAdresse)
.NYC (through Registrar PDR Ltd.)
TOP LEVEL DOMAIN HOLDINGS LIMITED (through Registrar <#=mindsandmachines_serviceprovidername#>)
.CAPETOWN (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.DURBAN (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.JOBURG (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.ADULT (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.PORN (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.VOTE (through Registrar PDR Ltd.)
.VOTO (through Registrar PDR Ltd.)
.SHABAKA (through Registrar PDR Ltd.)
.BEST (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.भारत (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.KIWI (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.ONE (through Registrar PDR Ltd.)
.SKI (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
TLD REGISTRY LTD. (through Registrar PDR Ltd.)
.RICH (through Registrar LogicBoxes Naming Services Ltd)
.ONL (through Registrar LogicBoxes Naming Services Ltd)
.TIROL (through Registrar NetzAdresse)
.移动 (through Registrar PDR Limited)
.FANS (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.YOGA (through Registrar <#=mindsandmachines_serviceprovidername#>)
.GAME (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.LIVE (through Registrar PDR Ltd.)
.MEN (through Registrar PDR Ltd.)
.NEWS (through Registrar PDR Ltd.)
.ONLINE (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.REHAB (through Registrar PDR Ltd.)
.STUDIO (through Registrar PDR Ltd.)
.BIO (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.ARCHI (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.FAMILY (through Registrar PDR Ltd.)
.CO.COM (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
.JOBS (through Registrar PDR Ltd. d/b/a PublicDomainRegistry.com)
VERISIGN MOBILEVIEW SERVICE SPECIFIC CONDITIONS
1. DESCRIPTION OF SERVICES
The Verisign MobileView Service creates a mobile-friendly version for your .COM and .NET website.
2. IMPLEMENTATION DETAILS
Registrant agrees that Verisign may store the following data elements about any MobileView-enabled domain name:
(1) General Details (Company Name, Description and Company Logo);
(2) Contacts (Phone, Email and Address);
(3) Social (Facebook and Twitter URL);
(4) Products (Product Name, Description, Price and Image);
(5) Business Hours (Title and Hours of Operation);
(6) Coupons (Name, Description, Disclaimer, Image, Start and End Date).
(7) Usage information:
(1) Number of hits for any given domain name;
(2) User agent (where the request is coming from);
(3) Crawling website to collect website information.
3. DATA USAGE
Registrant agrees and acknowledges the following terms of data usage by Verisign:
(1) The data will be used to display to the end users and not used for any other internal purposes. This data is all publicly available on the internet and/or customer website.
(2) Customer information is used to create and maintain accounts as well as contacting Customers in case of any problems with accounts, provide technical support, conduct surveys and other similar activities.
(3) Verisign may use data for statistical analysis purpose to understand the Verisign MovileView adoption rate, trend by TLD’s etc. in order to make improvements to our services.
4. DATA RETENTION
Registrant acknowledges that Verisign may retain some data that has been anonymized under the IMPLEMENTATION DETAILS, as well as retain statistical information derived from aggregated data, even after the MobileView Service has been cancelled.
5. DATA TRANSFER
Registrant acknowledges that Verisign may transfer data collected under the IMPLEMENTATION DETAILS across International boundaries.
(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.
All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix ‘B’.
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.
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.
THE ORDERBOX, PARENT SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON “AS IS” AND “WHERE IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.
PARENT AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.
PARENT AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, ORDERBOX OR BY ACCESSING PARENT SERVERS. WITHOUT LIMITING THE FOREGOING, PARENT AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH ORDERBOX OR PARENT SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE ORDERBOX/PARENT SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY PARENT AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE ORDERBOX WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER
PARENT AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. PARENT AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.
FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE ORDERBOX, ORDERBOX SERVERS, PARENT WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
23. JURISDICTION & ATTORNEY’S FEES
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where Parent is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where Parent is incorporated. Parent reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Customer is situated as per the laws of that Country/State/District.
If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.
(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
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.
(1) Any notice or other communication required or permitted to be delivered to Parent under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, when sent to Parent’s contact address specified in the Customer Control Panel or on the Parent Website by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.
(2) Any notice or other communication to be delivered to Parent via email under this agreement shall be deemed to have been properly delivered if sent to its Legal Contact mentioned in the Customer Control Panel or on the Parent Website.
(3) Any notice or other communication required or permitted to be delivered to the Customer under this Agreement shall be deemed properly delivered, given and received when delivered to email address or contact address of the Customer in the OrderBox Database.
(4) Other than those notices mentioned in this agreement, Parent is NOT required to communicate with the Customer in any respect about services provided under this agreement. As a convenience to the Customer, Parent may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by Parent at anytime.
ACCEPTABLE USAGE POLICIES
This Appendix A covers the terms of access to the OrderBox. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.
1. ACCESS TO OrderBox
(1) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend OrderBox Users’ access to the OrderBox in the event of significant degradation of the OrderBox, or at any time Parent may deem necessary.
(2) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the OrderBox from time to time.
(3) Access to the OrderBox is controlled by authentication information provided by Parent. Parent is not responsible for any action in the OrderBox that takes place using this authentication information whether authorized or not.
(4) Parent is not responsible for any action in the OrderBox by a OrderBox User
(5) OrderBox User will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the OrderBox including, without Limitation temporary / permanent slow down of the OrderBox, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the OrderBox and architecture needed to continue operation thereof.
(6) OrderBox User will not send or cause the sending of repeated unreasonable network requests to the OrderBox or establish repeated unreasonable connections to the OrderBox. Parent will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections.
(7) OrderBox User will take reasonable measures and precautions to ensure secrecy of authentication information.
(8) OrderBox User will take reasonable precautions to protect OrderBox Data from misuse, unauthorized access or disclosure, alteration, or destruction.
(9) Parent shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.
(10) Parent shall not be liable for any damages due to downtime or interruption of OrderBox for any duration and any cause whatsoever.
(11) Parent shall have the right to temporarily or permanently suspend access of a OrderBox User to the OrderBox if Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the OrderBox, or learns of any possible misuse that has occurred, or will occur with respect to a OrderBox User.
(12) Parent and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, OrderBox
2. Terms of USAGE OF OrderBox
(1) Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates and OrderBox Users, either directly or indirectly, shall not use or permit use of the OrderBox or an Order, directly or indirectly, in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose, or in a manner injurious to Parent, Service Providers or their Resellers, Customers and OrderBox Users, or their reputation, including but not limited to the following activities –
(1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)
(2) Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)
(3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider
(4) Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses (“spamware”)
(5) Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software
(6) Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or Parent
(7) Impersonating another user or entity or an existing company/user/service or otherwise falsifying one’s identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere
(8) Pointing to or otherwise directing traffic to, directly or indirectly, any material that, in the sole opinion of Parent, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Parent, to be threatening or obscene or inappropriate
(9) Engaging in or solicit illegal activities, or to conduct any other activity that infringes the rights of Parent, Service Providers or any other third party
(10) Making foul or profane expressions, or impersonating another person with fraudulent or malicious intent, or to annoy, abuse, threaten, or harass that person
(11) Transmitting Unsolicited Commercial e-mail (UCE)
(12) Transmitting bulk e-mail
(13) Being listed, or, in our sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist
(14) Posting bulk Usenet/newsgroup articles
(15) Denial of Service attacks of any kind
(16) Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the Parent in its sole discretion
(17) Copyright or trademark infringement
(18) Unlawful or illegal activities of any kind
(19) Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse)
(20) Causing lossage or creating service degradation for other users whether intentional or inadvertent.
(21) Distributing chain letters
(22) Sending large or multiple files or messages to a single recipient with malicious intent
(23) Cross-posting articles to an excessive number of, or inappropriate, newsgroups, forums, mailing lists or websites
(24) Phishing (identity theft), pharming, distribution of virus or malware, child pornography, Fast Flux techniques, running Botnet command and control, network attacks, money laundering schemes (Ponzi, Pyramid, Money Mule, etc.), or illegal distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription
(25) Referencing an OrderBox provided service or an Order within a spam email
(26) Hosting, transmitting, providing, publishing, or storing illegal content, including but not limited to the following material, information, messages, data or images:
(1) libelous or defamatory content
(2) content that violates any privacy right
(3) content which threatens physical harm or property damage
(4) content which is obscene, pornographic, salacious, explicitly erotic or offensive
(5) content that violates applicable intellectual property laws or regulations, including but not limited to, the transmission of copyrighted material or trade secrets and the infringement of patents and trademarks
(6) content which violates any export, re-export or import laws and regulations of any jurisdiction
(7) hacker programs or archives, “warez”, passwords or “cracks”
(8) internet relay chat servers (“IRCs”) IRC bots
(9) any content which Parent in its sole discretion determines as illegal, unlawful, or otherwise inappropriate
(2) Parent in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.
(3) Data in the OrderBox Database cannot be used for any purpose other than those listed below, except if explicit written permission has been obtained from Parent:-
1. To perform services contemplated under this agreement; and
2. To communicate with Parent on any matter pertaining to Parent or its services
(3) Data in the OrderBox Database cannot specifically be used for any purpose listed below :-
1. Mass Mailing or SPAM; and
2. Selling the data
Customer’s use and disclosure of Confidential Information is subject to the following terms and conditions:-
(1) With respect to the Confidential Information, the Customer agree that:
(1) The Customer shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from Parent.
(2) The Customer shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Customer are a corporation, partnership, or similar entity, disclosure is permitted to the their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Customer shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and
(3) The Customer shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Parent.
(2) The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that:
(1) is disclosed with Parent’s prior written approval; or
(2) is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or
(3) is known by the Customer prior to the time of disclosure in its integrated and aggregated form; or
(4) is independently developed by the Customer without use of the Confidential Information; or
(5) is made generally available by Parent without restriction on disclosure.
(3) In the event the Customer is required by law, regulation or court order to disclose any of Parent’s Confidential Information, the Customer will promptly notify Parent in writing prior to making any such disclosure in order to facilitate Parent seeking a protective order or other appropriate remedy from the proper authority, at the Customer’ expense. The Customer agree to cooperate with Parent in seeking such order or other remedy. The Customer further agree that if Parent is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.
(4) In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer’ possession shall be immediately returned to Parent or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to Parent the Customer’ compliance with this provision.
(5) The Customer shall provide full voluntary disclosure to Parent of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.
(6) The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.
(7) The Customer agrees that Parent shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer.
PAYMENT TERMS AND CONDITIONS
1. ADVANCE ACCOUNT
(1) Prior to purchasing any Parent Products, the Customer shall maintain an Advance Account with Parent.
(2) As and when, the Customer purchases Parent Products, the Customer’s Advance Account balance shall be reduced as per the then current pricing of that Parent Product as mentioned in the Customer Control Panel or on the Parent Website or during the ordering process.
(3) Parent shall maintain a record of Customer’s Advance Account balance, which shall be accessible by the Customer. If the Customer’s Advance Account balance is insufficient for processing any Order then that Order may not be processed.
(4) The Advance Account will maintain the Customer Credit in both the Accounting Currency and Selling Currency of the Parent’s choice. Parent has the right to modify the currency at anytime.
(5) Any negative balance in the Customer’s Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 24 hours, Parent has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise Parent shall continue to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer’s Advance Account.
(6) Parent shall have the right to set-off any payment received from the Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer against any negative balance in the Customer’s Advance Account.
(7) Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by Parent at anytime
2. PAYMENT TERMS
(1) Parent will accept payments from the Customer only by means specified in the Customer Control Panel
(2) Parent will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which Parent may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Parent’s Account. The exchange rate will be determined by Parent through a reasonable source. The exchange rate determined by Parent shall be undisputable.
(3) It is the Customer’s responsibility to provide the Customer Username to Parent to be credited for the payment. The absence of the Customer Username along with reasonable information will delay the corresponding credit to the Advance Account.
(4) In the event that the Customer charges back a payment made via Credit Card or the payment instrument sent by the Customer bounces due to Lack of Funds or any other Reason, then
(1) Parent may immediately suspend OrderBox Users’ access to the OrderBox
(2) Parent has the right to terminate this agreement with immediate effect and without any notice.
(3) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of or transfer any or all of the Orders placed by the Customer, as well as stop / suspend / delete / transfer any Orders currently being processed.
(4) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Customer to any other Customer, or under Parent’s account.
(5) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.
(6) Any negative balance in the Customers Advance Account shall become immediately payable
(7) Parent shall have the right to initiate any legal proceedings against the Customer to recover any such liabilities.
3. PRICING TERMS
(1) All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding Parent Product. This is excluding taxes, surcharges or any other costs.
(2) Parent may at any time change the price of any Parent Product with reasonable notification to the Customer.
4. REFUNDS AND REIMBURSEMENT TERMS
(1) All Clear Balance pending in the Advance Account maybe refunded to the Customer, on request of the Customer unless otherwise indicated, including without limitation, if Customer has violated the OFAC Provision in Section 4 or if Customer has violated any other term of this Agreement. Such request must be sent to Parent in the manner prescribed by Parent.
(2) All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process.
(3) Parent will not be responsible for any differences in the reimbursement amount due to Fluctuation in International Currency rates. Parent will determine in its sole discretion appropriate conversion rates for currency exchange
(4) Parent will not refund any amount that has already been debited to the Customers Advance Account under any circumstances.