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This Domain Registration Reseller Agreement (hereinafter referred to as "Agreement") is made, entered into and executed on the date on which You start using the Services or provide your consent to Agreement by signing the hard-copy of Agreement or using electronic signature (but not earlier than on the Effective date) between:
AHNAMES (hereinafter referred to as “We”, a primary service provider), acting under the permission of ICANN Registrar Danesco Trading Limited (hereinafter “Registrar”), and
You, (hereinafter referred to as the “Reseller” or “You”, a backend service provider), jointly referred to as Parties,
By creating or maintaining a Reseller’s account, ordering, reselling, or otherwise using domain name registration services and any ancillary or related services (the “Services”); and by accessing or using Our website ( or “Website” ), platforms, applications, and related technical systems (including, without limitation, domain registration and management interfaces), Reseller acknowledges and agrees to be bound by this Agreement and all applicable policies and procedures incorporated herein by reference.
Reseller acknowledges and agrees that this Agreement incorporates by reference and requires compliance with all applicable laws and regulations, including but not limited to:
the ICANN Registrar Accreditation Agreement (RAA), as amended from time to time;
all ICANN Consensus Policies and Temporary Policies applicable to registrars and resellers;
Regulation (EU) 2022/2065 on a Single Market for Digital Services (Digital Services Act, “DSA”), to the extent applicable to the Services and the Reseller’s activities;
applicable data protection, consumer protection, and online safety laws and regulations.
The Parties acknowledge and agree that, with respect to domain name registration services and any related other intermediary services, We:
(a) do not initiate the transmission of content, data, or communications associated with domain name registrations;
(b) do not select the recipients of such transmissions; and
(c) do not select, modify, or control the content, data, or information associated with domain names, DNS records, or any content, data, or activities associated with domain names registered or managed through the Services.
Covered Parties - all parties acting through Reseller, including, without limitation, its customers, sub-resellers, and their end-users.
DNS Abuse - includes, without limitation, malware, botnets, phishing, pharming, and spam, where spam serves as a delivery mechanism for the foregoing activities.
Registered Name Holder - any individual or entity who registers, holds, or controls a domain name through Reseller, including customers of Reseller and sub-resellers.
Services - domain name registration services and any ancillary or related services made available through Reseller’s account.
1.1 Authorization to Resell. We hereby authorize Reseller, on a non-exclusive and worldwide basis, to resell the Services. Subject to Our prior approvals, Reseller may permit sub-resellers to resell the Services through accounts linked to the Reseller’s account. Reseller ensures that each sub-reseller enters into a written agreement containing terms and conditions no less restrictive than those set forth in this Agreement, including full compliance with ICANN’s, Our and the Registrar's policies, and any applicable laws or regulations that are flowed down to and binding upon any sub-resellers engaged by the Reseller. Reseller shall require each sub-reseller to comply with these obligations to the same extent as Reseller is required to comply under this Agreement.
Reseller shall maintain an accurate list of all its sub-resellers and shall provide such a list to Us or Registrar within twenty-four (24) hours upon a request. Reseller shall remain fully responsible and liable for all acts and omissions of Covered Parties.
1.2 Our Rights and Obligations. We shall:
(a) perform the Services with reasonable care and skill in accordance with this Agreement, the Registrar’s policies, and applicable ICANN Consensus Policies;
(b) facilitate the compliance of the domain name registrations with the ICANN RAA requirements through Our contractual relationship withRegistrar, while Reseller remains responsible for ensuring that actions of Reseller and Covered Parties do not cause a breach of such requirements;
(c) not be obligated to monitor or proactively investigate the content, activities, or use of domain names or services by Reseller or Covered Parties; however, We and Registrar reserve the right, at our sole discretion, to investigate any activity where we receive information or notices from third parties, competent authorities, ICANN, or where required by applicable law;
(d) collect, process, use, and disclose information as reasonably necessary to comply with ICANN data escrow, data retention, compliance, audit, or law enforcement requirements as mandated by Registrar.
Nothing in this Agreement shall be construed as creating an obligation for Us or Registrar to perform general monitoring or surveillance of domain name registrations or associated content.
1.3 Reseller’s General Obligations. Reseller shall:
(a) comply at all times with: (i) the ICANN RAA and all applicable ICANN Consensus Policies and Temporary Policies; (ii) the Registrar’s and Our Acceptable Use Policy and all other policies published on Our and the Registrar’s websites; (iii) all applicable laws and regulations;
(b) establish, implement, and maintain internal policies, procedures, and control that provide the level of protection no less than that required under this Agreement, ICANN policies, Our and the Registrar’s policies, and applicable law;
(c) ensure that the Services are made available to customers and sub-resellers only pursuant to legally binding written or electronic agreements which: (i) are no less protective than this Agreement; (ii) incorporate all provisions and notices required by the ICANN RAA and any ICANN Consensus Policies applicable to domain name registrations, (iii) identify the sponsoring registrar or provide a clear means to identify the sponsoring registrar, including, without limitation, a link to the ICANN Registration data or RDAP lookup service;
(d) upon inquiry from any Covered Party, promptly identify Registrar as the sponsoring registrar;
(e) ensure that any proxy or privacy registration services offered in connection with domain name registrations: (i) are provided only through individuals or entities accredited by ICANN under any applicable Proxy Accreditation Program; and (ii) do not knowingly use services from any provider that is not ICANN-accredited under such program. Until ICANN establishes a Proxy Accreditation Program, Reseller shall comply with the ICANN Specification on Privacy and Proxy Registrations;
(f) provide customers with a link to an ICANN webpage detailing registrant educational information;
(g) publish on their website(s) and/or provide a link to the ICANN Registrants’ Benefits and Responsibilities Specification;
(h) not display ICANN or ICANN-accredited registrar logos or otherwise represent itself as ICANN-accredited unless expressly authorized in writing by ICANN.
1.4 Data Collection and Accuracy. Reseller shall obtain, maintain, and provide to Us or the Registrar accurate, reliable, and up-to-date registration data for each domain name. Such data must be collected from Registered Name Holders and transmitted to Us or the Registrar in the format and timeframe specified by Us to ensure full compliance with ICANN requirements, including the facilitation of data verification and validation.
While the Registrar is responsible for the final verification of registrant data under ICANN policies, the Reseller remains solely liable for the accuracy and completeness of the data provided. The Reseller shall take proactive steps to ensure data integrity and shall cooperate with Us or Registrar within twenty-four (24) hours regarding any requests for verification, validation, or correction. If data cannot be verified due to the Reseller’s or the Registered Name Holder’s failure to provide accurate information or respond to inquiries, the affected domain name may be suspended, cancelled, or restricted without any liability to Us or Registrar.
Furthermore, the Reseller shall maintain complete and accurate records of all registration activities and interactions with its customers in accordance with the ICANN Data Retention Specification. These records must be made available to Us or Registrar upon request for audit or compliance purposes.
Records maintained for the duration of the Agreement and two (2) years thereafter:
(a) Registrant and Sub-Reseller contact information (full legal name, postal address, email, telephone) for registrant, administrative, technical, and billing contacts;
(b) Domain registration data, including services purchased, WHOIS / RDDS data, transfer requests, and customer/sub-reseller acceptance of terms;
(c) Records of abuse reports, complaints, notices, and responses;
(d) Written communications with customers, sub-resellers, and their end-users;
(e) Recurring payment information, if collected (card on file, transaction ID).
Records maintained for at least 180 days after the relevant interaction:
(a) Payment information necessary to process the registration transaction;
(b) Log files, billing records, and, if practicable, communication metadata (source IP, email, telephone, messaging identifiers, timestamps).
Reseller shall provide such records to Us or Registrar within two (2) calendar days of a reasonable request, or within a shorter period if a justified reason is provided (such as in cases of suspected abuse or urgent legal requirements) and shall fully cooperate with ICANN, Us and Registrar, and competent authorities as required.
1.5 Flow-Down Responsibility. Reseller acknowledges and agrees that any failure by Reseller or Covered Parties to comply with applicable obligations may directly impact the Registrar’s compliance status with ICANN and applicable law. Accordingly, Reseller accepts full responsibility for ensuring effective contractual flow-down and enforcement of all relevant obligations to all downstream parties. Reseller shall be liable for any damages, fines, or penalties imposed on Us or Registrar resulting from a breach of this flow-down obligation.
2.1 Pricing of Services. We display the current prices for each Service within the Reseller’s account or on Our website. We have the right to modify prices for Services from time to time. Any such changes shall become effective upon reasonable prior notice to Reseller, provided via email, through the Reseller’s account, or by publication on Our website, unless immediate changes are required by ICANN policies, applicable law, registry operator requirements, or payment service providers.
Where Reseller uses Services that include or rely on services provided by a third-party service provider, any increase in prices imposed by such third-party service provider may result in a corresponding increase of prices for the affected Services. In such cases, We shall notify Reseller in advance of the applicable price changes, and We shall not be responsible for pricing decisions made by such third-party service providers.
Reseller may establish its own pricing for customers and sub-resellers, subject to the technical and pricing constraints supported by the platform, set by Us, and applicable ICANN policies. Reseller shall be solely responsible for billing and collecting all fees and charges from its customers or sub-resellers for domain name registration, renewal, transfer, or any other services provided under this Agreement. Reseller shall ensure that each customer or sub-reseller maintains a positive balance or sufficient funds in their account to enable Us and Registrar to perform all necessary actions in connection with the relevant domain names and perform Services.
2.2 Payments. All Services provided by Us are subject to mandatory advance payment (prepayment) by Reseller. Services shall only be provided upon receipt of sufficient funds or confirmation of an adequate balance. In addition to the standard prepayment requirement, We may, at Our sole discretion, require the use of specific payment methods and may request deposits or other reasonable payment guarantees to secure the Reseller’s obligations.
By authorizing a payment method, including a credit card, Reseller authorizes Us to charge all fees due under this Agreement, including Service fees, administrative fees, chargeback fees, indemnification amounts, and any outstanding balances.
Reseller shall ensure that all transactions submitted by Reseller, its customers, and sub-resellers are valid, authorized, and compliant with applicable payment service provider rules and applicable law.
If the Reseller utilizes Our designated payment gateways or merchant services, the Reseller acknowledges that all such transactions will be processed by third-party providers selected by Us. Such transactions may be subject to additional processing fees, convenience fees, and applicable taxes, which shall be borne by the Reseller or the end customer. We reserve the right to modify the available payment providers or fees at any time with prior notice.
2.3 Chargebacks and Payment Disputes. Any chargeback, reversal, or payment dispute initiated by Reseller, a sub-reseller, or a customer under the Reseller’s account without prior good-faith communication with Us, or forming part of a pattern of abusive or unjustified chargebacks, may constitute a material breach of this Agreement, unless such chargeback results from Our proven error or a documented payment processing failure.
In the event of a chargeback, Reseller shall be jointly and severally liable for: the disputed amount, a chargeback handling fee of USD 35 per incident, and any additional fees imposed on Us by payment processors or financial institutions.
We may temporarily suspend the provision of Services in a proportionate manner pending resolution of the chargeback or outstanding payment, in accordance with ICANN policies and applicable law.
We or Registrar may suspend Your access to any and all of Your Accounts and may assume all right, title, and usage of any domain name registration(s) and/or websites, email, or other data hosted on systems controlled by Registrar or Us (the "Collateral"). If chosen to do so, Registrar or We will reinstate rights in the Collateral only upon receipt of the fee(s) owed and a reinstatement fee of US$200. Registrar or We shall have the right, but not the obligation, to sell, dispose of, or retain the Collateral if Registrar determines the same to be a way of obtaining some monetary or other satisfaction or security, even if You proclaim that the value of the Collateral exceeds the amount You owe.
You give Us the authority to deduct and set off any outstanding amounts from any funds or balances held by Us on Your behalf, including amounts owed due to Your indemnification for third-party claims and any administrative costs, including costs which may be charged for accounts that are inactive.
You give Us the authority to sell, take title to, and/or use any Collateral as a means of procuring some monetary or other satisfaction for any amounts owed by You to Us, including amounts owed due to Your indemnification of Us for third-party claims and any administrative costs, including costs which may be charged for accounts that are inactive.
2.4 Suspension and Limited Security Interest. If Reseller fails to pay any amounts due under this Agreement after reasonable notice, We may suspend or restrict access to the Reseller’s account and Services, including the ability to register, renew, or manage domain names. Such suspension or restriction constitutes a limited contractual security interest solely to secure payment obligations and does not transfer ownership of domain names, registrant rights, or other data to Us or Registrar, except to the extent permitted under ICANN policies or applicable law. We shall notify Reseller of any such action in advance where practicable. Once the outstanding amounts are paid, access and full rights shall be promptly restored.
3.1 Pricing Transparency and Expiration Notices. Reseller shall clearly display all applicable registration, renewal, and other domain-related fees on its website, including registration, renewal, transfer, restoration. Reseller shall provide Us and Registrar with all required registration and service-related data, including applicable fee information where required, in the format, manner, and timeframes specified by Us or Registrar and required by ICANN.
Reseller shall ensure that registrants receive timely reminders relating to the expiration of the domain name registration term and its renewal, in accordance with applicable ICANN Policies, regardless of whether automatic renewal is enabled. Registrar or We may interrupt DNS resolution after expiration in order to display ICANN-required renewal instructions.
3.2 Allocation of Support Responsibilities. Reseller, including its sub-resellers, shall be primarily responsible for providing customer support, billing support, and first-line technical assistance to its customers and sub-resellers’ customers. Reseller shall make commercially reasonable efforts to resolve all inquiries, requests, and issues raised by Covered Parties directly.
We shall make commercially reasonable efforts to provide support to Reseller via electronic means on a 24/7 basis. In exceptional cases, where Reseller lacks the necessary information, access, or authority to resolve a specific issue, Reseller may refer Covered Parties to Us for further assistance.
We or the Registrar may forward communications received from third parties, authorities, or other senders to Reseller, the relevant sub-reseller, or the affected customer. Where necessary to comply with applicable law, ICANN Policies, or to mitigate harm, We and Registrar reserves the right to respond to such communications directly.
3.4 Cooperation. Reseller shall cooperate with Us and Registrar in good faith in connection with abuse investigations, customer requests, regulatory inquiries, orders, ICANN compliance requests, and other similar matters, including but not limited to compliance and enforcement actions relating to the Services.
Each Party retains all rights, title, and interest in and to its respective intellectual property, including without limitation patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary technologies, databases, software, and related materials. Any enhancements or improvements to intellectual property shall remain the property of the Party owning the original intellectual property, unless otherwise agreed in writing.
Nothing in this Agreement grants Reseller any ownership interest in, or license to use, Our or the Registrar’s intellectual property except as strictly necessary for the resale and promotion of the Services in accordance with this Agreement and applicable ICANN policies.
Reseller acknowledges that Registrar owns all rights, title, and interest in Registrar’s domain registration systems, service platforms, applications, and registrar-maintained registration databases, including aggregated and operational data necessary to provide Registrar Services to You.
Registrar or We may process and use registration-related data for which Registrar is the registrar of record, solely to the extent necessary to:
(a) provide and administer Registrar Services;
(b) comply with ICANN policies and contractual obligations, including registration data collection, retention, escrow, verification and consensus policies;
(c) comply with applicable law, court orders, or orders from competent authorities, including obligations arising under the EU Digital Services Act or similar legislation;
(d) ensure security, fraud prevention, DNS abuse mitigation, service integrity, and operational reliability;
(e) maintain internal business records and service analytics in aggregated or anonymized form.
Registrar or We do not obtain ownership of personal data relating to individual registrants. Processing of personal data shall be conducted in accordance with applicable data protection laws, including GDPR where applicable.
Reseller agrees to collect, process, and transmit registration data and other personal data to Registrar and Us in compliance with applicable data protection laws and ICANN requirements and to ensure that customers and sub-resellers are informed about such data processing.
Registrar and its authorized agents may copy, store, and process registration and service-related data only as reasonably necessary for providing the Services, maintaining regulatory compliance, ensuring illegal activity mitigation, and fulfilling contractual obligations.
5.1 Compliance with Acceptable Use Policy and Law. Reseller and Covered Parties shall comply with Our and the Registrar’s Acceptable Use Policy (“AUP”), all applicable ICANN policies, and applicable law. Reseller shall enter into legally binding agreements with its customers and sub-resellers containing provisions no less protective than those contained in this Agreement, including compliance with the AUP, ICANN policies, and applicable law. Reseller shall ensure that sub-resellers impose equivalent obligations on their own customers.
Reseller is responsible for ensuring that Services resold under this Agreement are not used for unlawful purposes or in violation of the AUP or applicable law, including the use of domain names for illegal content or DNS Abuse.
5.2 Handling of Complaints, Orders, and Mitigation Measures. Reseller shall be responsible for receiving, processing, and responding to complaints and orders concerning illegal content or DNA Abuse provided, published, or transmitted through Reseller’s Services. Reseller shall publish on its website a clear and easily accessible contact method for receiving complaints regarding such illegal activity. Such contact information shall include Reseller’s own and Registrar’s designated abuse contact email.
Reseller shall publish and maintain on its website an Abuse Handling Policy consistent with applicable law, including the DSA and ICANN RAA, at least as protective as Our and the Registrar’s Abuse Handling Policy, and clearly outlining procedures for the submission, review, and resolution of complaints. Reseller shall require sub-resellers to adopt similar policies through binding agreements, ensuring compliance throughout the chain of service provision.
Reseller shall act in accordance with the DSA requirements and applicable law, ensuring proper handling of complaints and orders. Upon receiving any complaints concerning the misuse of domain name services provided under this Agreement, Reseller shall:
(a) immediately investigate the issue, including promptly forwarding complaints to the relevant customer or sub-reseller and requiring investigation and response within a reasonable timeframe, normally not exceeding seventy-two (72) hours, unless a shorter period is required by law or the circumstances, and notify the claimers and Registrar about the conclusions;
(b) to the extent reasonably necessary, take proportionate and timely mitigation actions using all reasonable technical and procedural measures within Reseller’s control to prevent further misuse of Services;
(c) where Reseller has actionable evidence that a domain name sponsored by the Registrar and resold by Reseller or its sub-resellers is being used for DNS Abuse, Reseller shall promptly take, or ensure that appropriate mitigation measures are taken, that are reasonably necessary to stop or disrupt such abuse, taking into account proportionality, severity, and potential collateral impact;
(d) only where any action requires intervention by the Registrar as the sponsoring registrar (including suspension, restriction, or termination of the domain or services) or Us as a primary service provider, Reseller shall promptly notify Registrar and Us and fully cooperate, providing all necessary information to enable Registrar and Us to comply with the complaint;
(e) ensure that all complaints are assessed and resolved without undue delay.
Reseller shall clearly inform its customers and sub-resellers that any complaints or orders submitted regarding illegal content or DNA Abuse may be shared with Us and Registrar, and that We and Registrar may take enforcement actions, including restriction, suspension, or termination of Services in accordance with applicable law.
If a complainant or affected customer disagrees with such a decision, they shall have a right to lodge a complaint against it.
Upon receiving any orders or requests from competent authorities concerning the misuse of domain name services provided under this Agreement, Reseller shall:
promptly and without undue delay, forward the full text of such order or notice to Our and the Registrar’s designated contact for abuse and compliance;
fully cooperate with Us and Registrar, including providing all requested information, documentation, and technical assistance.
Reseller shall maintain records of all complaints, orders, and actions taken and shall make them available to Registrar, Us or relevant authorities upon request.
Failure to comply with obligations in this section may result in suspension, restriction, or termination of Services for Reseller or Covered Parties at Our or Registrar’s sole discretion.
6.1 KYC Requirement. The provision of Services may be subject to Know Your Customer (“KYC”) verification requirements in accordance with Our and Registrar’s KYC Policy.
6.2 Obligations of Reseller. Reseller shall enter into legally binding agreements, whether electronic or paper, with customers and sub-resellers obligating them both in the onboarding stage and during the provision of services to: (i) comply with all KYC requests from Reseller, Us, or Registrar and (ii) provide accurate and complete identification information and authentic documentation as may be requested. The usage of fictitious, fake information or documents and invalid contact details is forbidden.
We or Registrar may require Reseller to independently conduct KYC procedures for all or selected Covered Parties. Reseller shall: (i) comply promptly and fully with all KYC requirements, (ii) perform KYC in accordance with Our and Registrar’s instructions and within the timeframes specified, (iii) ensure that all information and documentation collected is accurate, complete, and authentic, (iv) provide records of KYC procedures to Us or Registrar upon request.
Reseller shall maintain the relevance, completeness, accuracy of information and documents, and validity of contact details of its customers and sub-resellers.
6.3 KYC Requests and Responsibility. We and Registrar reserve the right to request verification of the authenticity, completeness of documents, accuracy of information, or validity of contact details from Reseller and Covered Parties under Our or the Registrar’s KYC Policy from time to time. Requests may be repetitive and are obligatory.
We and Registrar may involve third parties as suppliers of verification services.
Failure to comply with KYC obligations may result in suspension, restriction, or termination of Services for Reseller or Covered Parties at Our or Registrar’s sole discretion.
7.1 Judicial Nature. This Agreement, together with all documents expressly incorporated by reference, including Our and Registrar’s policies and procedures published on Our and Registrar’s websites or otherwise communicated to Reseller, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior agreements, oral or written, or understandings relating thereto. The Parties hereby expressly agree that any previous reseller agreement(s) signed between Us and the Reseller shall terminate and cease to be of any effect as of the effective date of this Agreement. Such documents form an integral part of this Agreement and are binding upon Reseller.
Nothing in this Agreement shall limit or replace obligations arising under ICANN RAA, consensus policies, or procedures applicable to Us, You or Registrar. Reseller acknowledges that such ICANN requirements are binding, and in the event of conflict, the applicable ICANN RAA, policies, and procedures shall prevail over this Agreement, Registrar’s and Our policies and procedures.
Reseller shall comply with all applicable laws and regulations relevant to its activities, including laws governing online services, electronic communications, data protection, and use of Services in jurisdictions where Reseller or its customers operate.
If any provision of this Agreement is found illegal, invalid, or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect in that jurisdiction and in all other jurisdictions.
7.2 Agreement Structure. This Agreement, together with Our and the Registrar’s policies and procedures, sets out the core terms governing the provision of Services. All documents referenced herein are incorporated by reference and form an integral part of this Agreement.
The Reseller shall comply with Our specific policies and procedures, which are available at the following links:
The Reseller acknowledges and agrees to be bound by all policies and procedures of the Registrar as published and updated from time to time on the Registrar’s official website at .
Any new policies or amendments to existing ones published on Our Website or the Registrar’s website shall become effective immediately upon posting, unless a later effective date is specified therein, and are hereby incorporated into this Agreement by reference. It is the Reseller’s sole responsibility to regularly monitor both Our Website and the Registrar’s official website for any updates, changes, or new procedures.
In the event of any inconsistency or conflict between the provisions of this Agreement and any external policies, the following order of precedence shall apply: (i) the terms of this Agreement; (ii) the Registrar’s policies and procedures; and (iii) Our policies and procedures. Each shall prevail over the subsequent one to the extent of such inconsistency. Any violation of these policies or procedures shall constitute a breach of this Agreement.
7.3 Modifications of Agreement. We may, from time to time, vary or modify Agreement. All the amendments shall be enforced on the date of being posted on Our Website unless otherwise shall be specified. By continuing access or use of Website or Services after the date specified in the notice or updated Agreement You agree to accept and be bound by the updated Agreement and all of the terms incorporated therein.
We shall notify You of all significant amendments to the Agreement. If You disagree to comply with significant amendments, You shall be entitled to terminate Agreement with 60 days' prior written notice to Us except for amendments made under new laws or regulations.
We may (but are not obliged to) notify You of all non-significant amendments to the Agreement.
In the event that revisions to the RAA or any applicable registry or other governmental or non-governmental authority contract are made, We may publish an amendment substituting the revised agreement in place of Agreement, or otherwise amending, modifying, or replacing Agreement, with prior notice about significant amendments only to Reseller if required to do so by ICANN, the applicable Registry Operator, or other governmental or non-governmental authority.
Reseller agrees to periodically review Our Website, including the current version of Agreement, to be aware of any such revisions.
We are 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 Services; or (ii) on information posted on Our or the Registrar’s websites of a general informational nature.
Reseller shall remain fully responsible for all actions, omissions, or breaches of this Agreement by its customers, sub-resellers, or any end users of Services provided through Reseller. Any breach, misuse, or violation of law, Our or Registrar’s policies and procedures by such parties shall be deemed a breach by Reseller.
Nor We or Registrar shall be liable for any indirect, consequential, special, or incidental damages arising from Reseller’s or Covered Parties’ use of the Services, including but not limited to loss of business, revenue, or goodwill.
Nor We or Register shall be responsible for user-generated content transmitted or stored using Services, or for actions of third parties or unauthorized use of Services, provided We and Registrar act in accordance with applicable intermediary liability protections under applicable law.
Nothing in this Agreement shall limit or exclude liability to the extent prohibited by applicable law.
Reseller shall indemnify, defend, and hold harmless Us and Registrar, Our and Registrar’s parent, subsidiaries, affiliates, predecessors, successors, assigns and their respective officers, directors, agents, and employees (the “Indemnified Parties”) from any and all claims, demands, actions, damages, liabilities, losses, penalties, costs, or expenses, including reasonable attorneys’ fees and costs (collectively, “Claims”), arising out of or related to:
(a) Reseller’s or its Covered Parties’ use of Services, breach of this Agreement or any Our or Registrar’s policies or procedures;
(b) The registration, use, or operation of any domains under Reseller’s account, including domains of Covered Parties;
(c) Any negligent, willful, or unlawful act or omission by Reseller or its Covered Parties;
(d) Any third-party claim, action, or demand relating to Domain Name Registration or other Services provided by Reseller.
Reseller shall indemnify, defend, and hold harmless ICANN, Registry Operators, and their respective affiliates, directors, officers, employees, agents, and subcontractors from any and all Claims arising out of or related to the registration, use, or operation of domains under Reseller’s account, or any disputes in connection therewith. To the extent a Registry Operator does not permit such indemnification, this provision shall apply to the maximum extent permitted by law.
Duration. This Agreement shall be effective as of the date stated at the beginning of this document (the “Effective Date”). The Parties expressly agree that, as of the Effective Date, this Agreement shall supersede and terminate any and all prior reseller agreements between the Parties. The initial term shall be one (1) year from the Effective Date. Agreement shall be renewed for a one-year period automatically every year if not terminated by either party before the end date of Agreement.
Termination Rights. Either Party may terminate Agreement at any time by giving the other Party thirty (30) days' advance written notice. Any domain registrations made by Reseller during the duration of Agreement shall remain with Registrar unless the Registered Name Holder initiates changing a registrar. Registrar (or We) reserves the right in its sole discretion to refuse to renew domains and related Services as of the effective date of termination of Agreement.
Termination for Cause. Registrar (or We) may, at its sole discretion and with or without prior notice, terminate this Agreement, suspend all or part of the Services, or take any other remedial action, including restricting access to specific Services or accounts, in any of the following cases:
(a) Any actual or suspected violation of this Agreement, Our or Registrar’s policies and procedures, ICANN policies, applicable laws, DSA, GDPR, or any other applicable laws by Reseller or any Covered Party, including cases involving DNS Abuse or illegal content.
(b) Reseller provides false, inaccurate, or misleading information or invalid contact or billing details.
(c) To protect the integrity, security, or stability of Registrar’s or Our Services, systems, or infrastructure.
(d) To comply with applicable laws, government rules, court orders, regulatory requirements, or requests from competent authorities.
(e) To prevent potential liability, claims, or disputes against Registrar, its affiliates, or its officers.
(f) Reseller fails to pay any fees or charges due within seven (7) days of the due date or fails to charge payment methods or account details upon invoicing.
(g) Reseller fails to comply with Our or Registrar’s KYC or AML requirements, refuses to carry out KYC procedures for Covered Parties, or Covered Parties fail to provide requested information or documentation in a timely manner.
(h) Violation of any U.S. or EU sanctions, export/import laws, executive orders, or any applicable rules, regulations, or orders issued by U.S. or European Union authorities.
(i)Any breach or suspected breach by Reseller of the obligations regarding the processing of personal data set forth in the Data Protection section.
(j) Any other circumstance in which Registrar or We determine, in its sole discretion, that termination, suspension, or restriction of Services is necessary or appropriate, including but not limited to misuse, fraud, abuse, or risk to Registrar’s or Our business, systems, or reputation.
We may terminate any account of Reseller's customer without any reason with 60 calendar days' written notice to such customers and Reseller.
A Registered Name Holder's willful provision of inaccurate or unreliable information, its willful failure to update information provided via Reseller within 7 days of any change, or its failure to respond for more than 1 day to inquiries by Us or Registrar concerning the accuracy of contact details associated with the Registered Name Holder's registration shall constitute a material breach of Agreement and will be a basis for suspension and/or cancellation of the Registered Name registration.
Where Services are suspended or terminated due to violations attributable to Reseller or Covered Parties, We or Registrar may delay or refuse refunds pending investigation or resolution of the violation, to the extent permitted by applicable law.
Termination for Inactivity. In the event Reseller has no transactions for a period of 360 consecutive days and no other currently active Services purchased by Customers, Registrar or We may immediately terminate Agreement by written notice to Reseller.
Effect of Termination. Upon termination:
(a) Registrar will complete the domain registrations or renewals of domain names processed by Reseller prior to the date of termination.
(b) Immediately upon any termination, Reseller shall transfer to Registrar all necessary and relevant information regarding the Registered Name Holders.
(c) Any and all domain name registrations made through Registrar during the duration of Agreement shall remain with the Registrar as a registrar unless Registered Name Holder initiates a registrar transfer. Registrar reserves the right in its sole discretion to refuse to renew domains and related services upon termination of Agreement.
(d) Reseller shall cease to use Services, Our Website; and
(e) Reseller shall immediately pay to Registrar all fees and charges due and payable for Services at the date of such suspension or termination, penalties and expenses; and
(f) any and all rights granted to Reseller by Agreement will immediately be terminated.
In the event of termination of Agreement for any reason, Sections 8, 9, 11, 12, 13, 20, 21 shall survive.
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 Registrar or Us, 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: (i) is disclosed after Our or Registrar's prior written approval; (ii) is independently developed by Reseller without the use of the Confidential Information; or (iii) is made generally available by Us or Registrar without restriction on disclosure.
In the event of any termination of Agreement: (i) all Confidential Information in Reseller's possession shall be immediately returned to Registrar, Us or, at Registrar's sole option, Reseller shall certify as to the destruction of such Confidential Information; (ii) Reseller shall provide full voluntary disclosure to Us or the Registrar, or, at Our or the Registrar's sole option, Reseller shall certify in writing as to the permanent destruction of such 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.
Except as expressly provided for herein, the Services are provided on an "as-is" and "as-available" basis without any warranties of any kind, and Registrar and We expressly disclaim any and all warranties, whether express or implied, including the implied warranties. Reseller and Covered Parties acknowledge that Registrar and We do not warrant that the Services will be uninterrupted, timely, secure, or error-free. The foregoing disclaimers will not apply to the extent prohibited by applicable law.
Registrar and We will not be in breach of Agreement as a result of any failure or interruption of any of the Services: (i) resulting from circumstances beyond Registrar’s or Our reasonable control; or (ii) to the extent that the Services (or any of them) cannot reasonably be provided as a result of works of inspection, maintenance, and repair or other works being carried out at any facility.
Reseller and Covered Parties warrant that:
- no consent, approval, order, license, permit or authorization is required for performance obligations hereunder of any Government structure of the USA or any country of European union;
- they are not listed in any sanctions registers of the USA or any European union country regarding the Russian invasion of Ukraine since 2022 or the Ukrainian-Russian war conflict that started in 2014.
REGISTRAR AND WE MAKE 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, REGISTRAR AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A REGISTERED NAME UNDER THIS AGREEMENT WILL PREVENT CHALLENGES TO THE REGISTERED NAME, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF ANY REGISTERED NAME REGISTERED PURSUANT TO THIS AGREEMENT.
In relation to each component of the Services for which a separate fee is charged, Registrar or We will be liable in an amount no greater than the fees received by Registrar or Us for performing the specific transaction(s) that gave rise to the liability. Registrar’s and Our total aggregate liability for all claims of any kind arising out of or related to this Agreement shall not exceed the total amount received by Us from Reseller during the one-year period immediately preceding the event giving rise to the claim. Registrar or We shall not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration, or unintended disclosure of data, information, or content transmitted, received, or stored on its or any third-party systems. With respect to passwords, account identifiers, and other systems used to control access to Reseller’s account, it is the responsibility of Reseller to protect such passwords, account identifiers, and other systems. Registrar or We may, but are not required to, take reasonable measures to verify the identity of parties who claim to have lost or forgotten passwords and/or account information and to then provide the information to such parties, and that Registrar and We shall not be responsible to Reseller for losses or claims for any unintentional disclosure of such passwords, which may result thereby. Registrar and We are entitled to email passwords to designated email account(s), to call designated phone numbers, or to employ security questions as a means to verify the identity of the party entitled to control Reseller’s account.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES, OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
The Parties are independent contractors and have no right or authority to bind or commit the other party in any way without the other party's express written authorization to do so. This Agreement does not establish employer/employee, joint venture, partnership, or agency relations.
Reseller may not assign or transfer 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-registrar transfer process. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Registrar or We may assign its rights and obligations under Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder without Reseller’s consent. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Registrar or We may transfer domain names registered by, managed through, or sold by Reseller from one ICANN-accredited registrar to another ICANN-accredited registrar without requiring the Reseller’s consent, to the extent not prohibited by ICANN policies, applicable Registry rules, or applicable law.
Unless specified otherwise, the fees for the Service do not include taxes. If Registrar or We are required to pay ICANN fees or United States or international sales, use, property, value-added, royalty, license, or other taxes based on the licenses granted in Agreement or on Reseller’s use of the Services, then Reseller must pay such taxes or fees. This section does not apply to taxes based on Registrar's or Our income.
Neither party will be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or adhere to terms of Agreement (other than the obligation to make payments, which will not be affected by this provision) due to any causes beyond its reasonable control, which include, but are not limited to, Acts of God or the public enemy; riots and insurrections; war; fire; strikes and other labor difficulties (whether or not the party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, components, or machinery; acts of civil or military authorities; failure of telecommunications; or other casualty.
The legal relations arising out of or relating to Agreement are governed by the legislation of the Republic of Cyprus. Any dispute, claim, or controversy arising out of or relating to Agreement or the violation, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of the agreement to arbitrate, will be treated by the courts of the Republic of Cyprus.
Reseller shall comply with all applicable export control, sanctions, and trade restriction laws and regulations of the European Union, the United States, the United Nations, and any other applicable jurisdiction, including restrictions relating to the provision of services, software, or technology to sanctioned countries, territories, entities, or individuals.
Reseller shall not use, resell, or provide the Services, directly or indirectly, in violation of applicable export control or sanctions laws, including through any intermediary or re-export arrangement.
Reseller agrees to implement appropriate measures to ensure that neither it nor its customers, sub-resellers, or end users are subject to applicable sanctions restrictions affecting the Services.
Reseller acknowledges that Registrar is the Controller of all personal data processed in connection with the Services. Registrar may utilize all information necessary from any sources to comply with the data escrow deposit requirements established by ICANN. Reseller acts solely as a Processor and shall comply with all applicable data protection laws, including the GDPR.
Reseller shall:
access and use personal data only as strictly necessary to provide the Services and in accordance with Registrar’s and Our instructions. Reseller shall not use personal data for any other purpose;
process personal data in strict accordance with the Registrar’s and Our privacy policies;
implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, destruction, or damage;
not engage any Sub-Processor without Our and Registrar’s prior written consent and ensure any Sub-Processor is bound by equivalent data protection obligations;
notify Registrar without undue delay of any personal data breach and provide all reasonable assistance to comply with applicable law;
upon termination or upon the Registrar's request, promptly return or securely delete all personal data processed in connection with the Services, unless retention is required by law.
Reseller shall ensure that all registration agreements and all appropriate communications regarding domain name services include a clear reference or link to both Our and Registrar’s privacy policies as published on the respective websites. Reseller shall require that the Registered Name Holders acknowledge that they have had the opportunity to review both privacy policies prior to registration and use of Services. Reseller shall also include in its agreements with sub-resellers an obligation to provide such disclosure to their customers.
Compliance with this Section satisfies the written agreement requirement under GDPR Article 28 between Controller and Processor; no separate DPA is required provided Reseller strictly complies with this Section.
Any breach of this Section may constitute a material breach of the Agreement and is grounds for suspension, termination, indemnification, or other remedies available to the Registrar.
Reseller represents and warrants that: (i it is a sole proprietorship, 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 Agreement; (iii) the execution, performance and delivery of 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 Agreement; (v) Reseller is not located in a prohibited country subject to the sanctions or export or import laws of the U.S. or EU governments, including without limitation, any executive orders, rules, regulations, or orders issued by OFAC; and (vi) there is no pending or, to the best of Reseller's knowledge, threatened claim, action, or proceeding against Reseller with respect to the execution, delivery, or consummation of a similar reseller agreementwith third parties or with respect to Reseller's trademarks, and, to the best of Reseller's knowledge, there is no basis for any such claim, action, or proceeding.
We represent and warrant that: (a) it is a limited liability company duly incorporated, validly existing, and in good standing under the applicable laws; (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under Agreement; (c) the execution, performance, and delivery of Agreement by its officers, employees, and agents have been duly authorized by Us; (d) no further approval, authorization, or consent of any governmental or regulatory authority is required to be obtained or made by Us in order for it to enter into and perform its obligations under Agreement; and (e) there is no pending or, to the best of Our knowledge, threatened claim, action, or proceeding against Us with respect to the execution, delivery, or consummation of a similarreseller agreement with third parties or with respect to Registrar's and Our trademarks, and, to the best of Our knowledge, there is no basis for any such claim, action, or proceeding.