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DOMAIN REGISTRATION RESELLER AGREEMENT

Effective date 16.11.2023

(revised)

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 oe using electronic signature (but not earlier than on the Effective date)  between

WE(hereinafter referred to as "Company" or “We”), which means and includes Our successors, assigns, partners and affiliates or a sponsoring Registrar if appropriate),  and

YOU (hereinafter referred to as "Reseller" or “You”),

sets forth the general terms and conditions of Your use of Our website and the Services, governs Your reselling Our Services to your own customers, end-users or Sub-Resellers (their customers, end-users),

as follows:

SECTION 1. RESELLING. RIGHTS AND OBLIGATIONS

Company authorizes You to resell the Services worldwide on a non-exclusive basis. The Services include, but are not limited to, Domain Name Registration and other Services that are offered through Your Account.  Your Sub-Resellers may be allowed to resell the Services through accounts attached to Your Account.

Company’s rights and obligations

Company shall fulfill all the duties specified in Company Accreditation Agreement of ICANN  (‘RAA’), Agreement and applicable law.

We  shall perform the Services with reasonable care and skill. We do not control and are not able to monitor the content on any web page, including whether the content infringes any legal rights, or violates any other rights or any applicable rules, regulations.

Company may utilize all information necessary from any sources to comply with the data escrow deposit requirements established by ICANN.

Reseller’s rights and obligations

Reseller (its customers) and its Sub-Resellers (their customers) shall comply with all ICANN’s policies, regulations, Acceptable Use Policy, other Company’s policies and rules published on Our website, Agreement and laws.

Reseller and its Sub-Resellers have and shall maintain in place throughout the duration of Agreement its own policies and procedures, including adequate procedures not less than indicated in ICANN’s policies and procedures, Acceptable Use Policy, other Company’s policies and rules published on Our website, Agreement and laws.

Company’s Services may be made available to Resellers’ and Sub-Resellers’ customers only after all of them enters into legally binding paper or electronic agreements which are no less protective than Agreement and contain the requirements similar to Agreement, Company’s Acceptable use policy, other Company’s policies and all applicable ICANN policies and regulations.

Reseller shall clearly display on any website it operates for domain registration a link to ICANN's Policies.

Reseller agrees to provide to the Company complete and accurate Reseller (and Sub-Resellers) Contact Details and update any Reseller (and Sub-Resellers) Contact Details within seven (7) calendar days of any change.

During the duration of Agreement and for two (2) years thereafter, Reseller shall maintain the following records relating to its dealings with Company, Sub-Resellers, Customers in electronic, paper form:

Reseller shall provide these records within 3 calendar days upon Company's request. Upon Company’s request, Reseller shall comply with all requests for providing information.

Reseller must not display the ICANN or ICANN-Accredited Company logo, or otherwise represent Yourself as accredited by ICANN unless You have written authorization from ICANN to do so.

You will identify Danesco Trading Limitrd as the sponsoring Company or provide a way to identify the sponsoring Company, such as a link to the ICANN Registration data lookup tool. In addition, You must identify Danesco Trading Limited as the sponsoring Company upon inquiry from Your customer or Sub-Resellers.

SECTION 2. PAYMENTS, COMMISSIONS

Company will display the current price for each Company Service within Reseller's account. Company has the right to modify its pricing at any time, and any such modification will be binding and effective immediately upon notification by email to Reseller or upon being posted within Reseller's account or the Company’ website.

If you have a Primary Service Provider other than Ahnames.com or Evonames, your Primary Service Provider is responsible for pricing the Services.

Upon Your authorization, Your credit card may be used for purchasing Services. It is required that You and all Sub-Resellers and all customers in and under Your Account must present only approved transactions to Company. In addition, You and all Sub-Resellers and all customers in and under Your Account must first get in touch with Your Primary Service Provider (if it is not We) and then Company shall verify the credit card charges and the method of billing before getting in touch with Your credit card company.

You agree that you will set Company Your markup and price rules to ensure that the wholesale price is maintained for Us.

You may set your own pricing and pricing rules for the Services, subject to the pricing rules supported by the platform, set by Us.

Any chargeback by a credit card company or other payment service provider, for any reason, whether by You, by any Sub-Reseller or customer below Your Account

Company 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 Company (the "Collateral"). If chosen to do so, Company will reinstate rights in the Collateral, only upon receipt of the fee(s) owed and a reinstatement fee of US$200. Company shall have the right, but not obligation, to sell, dispose of, or retain the Collateral if Company 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 Company.

Company may require that You pay for Services using a particular payment method. Company may also require a guarantee of payment.

If You are using merchant services provider (credit card processing company) required by Company, receipts from Your customers and Sub-Resellers shall be processed by the merchant services provider(s) selected by Company and will be subject to appropriate convenience fees and taxes.

You give Company the authority to deduct any amounts from Your Points that are owed by You to Company, including amounts owed due to Your indemnification of Company for third party claims and any administrative costs, including costs which may be charged for accounts that are inactive.

You give Company 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 Company, including amounts owed due to Your indemnification of Company for third party claims and any administrative costs, including costs which may be charged for accounts that are inactive.

SECTION 3. SUPPORT

Reseller shall send expiration renewal reminders to the Registered Name Holder via email and may also be required to interrupt Services upon expiration as applicable pursuant to the ICANN Policies.

Any notice required or authorized by Agreement must be in writing.

You must display all registration and renewal prices on your website. You must provide all required registration data in ICANN complaint format. We will interrupt DNS post expiration to display the ICANN required renewal instructions. We will be responsible for all domain name registrant validation. If we are unable to validate, the domain name is subject to suspension or termination in our sole discretion.

Reseller (and Your Sub-Resellers) is responsible for providing customer service, billing, and technical support to Your Customers, Sub-Resellers and Customers of Your Sub-Resellers.

Company shall make efforts in order to provide email support to You 24 hours, 7 days per week. Company may choose to, but is not required to, provide support directly to Your Customers or Your Sub-Resellers’ Customers.

Company shall, if needed, forward any communications to You or Your Customers or Your Sub-Resellers’ Customers, the applicable Sub-Reseller, at Company’s discretion sent by Registrants or third-parties; however, Company reserves the right to respond to such communications directly if it is needed.

You shall communicate with Your Customers concerning all the abuse reports (complaints) about violation of Acceptable Use Policy, including

You shall enforce Your Sub-Resellers to fulfill the same procedures with all the abuse reports (complaints) addressed to their Customers.

SECTION 4. INTELLECTUAL PROPERTY & USE OF DATA

Each Party shall continue to own its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property shall continue to be owned by the Party already owning the existing intellectual property. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Company to Reseller, or by any disclosure of any Confidential Information to Reseller under Agreement.

Reseller agrees and acknowledges that Company owns all rights, title and interests worldwide in Company's domain database ("Domain Database"), and all information and derivative works generated from such Domain Database, including without limitation information relating to Registered Names, Registered Name Holders, and the Company Services provided to You. You further agree and acknowledge that Company may use the following information in connection with providing Company Services and as required for domain registrations for which Company is the Company of record:

Company does not have any ownership interest in your specific personal registration information outside of its rights in its Domain Database.

Company and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process data in any form and manner as may be required for compliance with any agreements executed by Company to provide the Company Services pursuant to the terms of Agreement.

SECTION 5. INDEMNIFICATION

Indemnification of Company. Reseller shall indemnify, hold harmless, and defend Company and its subsidiary and parent entities, predecessors, successors, affiliates, and assigns, and all of their respective current and former officers, directors, members, shareholders, agents, and employees (the "Indemnified Parties") from any and all Claims. A "Claim" means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees and costs)), which arise out of:

Indemnification of ICANN and Registry Operators. You agree to indemnify, defend, and hold harmless ICANN, Registry Operator(s) and their respective subcontractors, shareholders, directors, officers, employees, affiliates and agents from and against any and all Claims arising out of or related to Domain Name Registration and other Services and any disputes regarding the same. Some Registry Operators may not allow this indemnification provision to apply as contained herein, in such cases, this provision is in effect to the full extent permitted by law as applicable to such Registry Operators.

SECTION 6. DURATION, TERMINATION

Duration of Agreement continues shall be 1 year from the date of Your Account creation or the effective date of Agreement. Agreement shall be renewed for every 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 Company unless the Registered Name Holder initiates to change a Company. Company 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. Company may terminate Agreement at any time, with or without a notice, in its sole discretion:

Company may terminate any account of Reseller or Reseller`s Customer account if Company determines, in its sole discretion, that it is in violation of any U.S. or EU sanctions, export or import laws, any executive orders, or any rules, regulations or orders issued by the U.S., European Union authorities.

A Registered Name Holder's willful provision of inaccurate or unreliable information, its willful failure to update information provided to Company via Reseller within 7 days of any change, or its failure to respond for more than 1 day to inquiries by Reseller or Company 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.

Termination for Inactivity. In the event Reseller has no transactions for a period of 360 consecutive days and no other currently active Company Services purchased by Customers, Company may immediately terminate Agreement by written notice to Reseller.

Effect of Termination

In the event of termination of Agreement for any reason, Sections 5, 7, 8, 9, 16, 17 shall survive.

SECTION 7. CONFIDENTIALITY

With respect to the Confidential Information, Reseller agrees that:

In the event of any termination of Agreement:

SECTION 8. DISCLAIMER OF WARRANTIES

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 Company expressly disclaims any and all warranties, whether express or implied, including the implied warranties. You and Your Sub-Resellers, Customers acknowledge that Company does 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.

Company 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 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.

You (Your Customers) and Your Sub-Resellers (their Customers) warrant that

Company MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, WITHOUT ANY LIMITATION TO THE FOREGOING, Company MAKES 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.

SECTION 9. LIMITATION OF LIABILITY

In relation to each component of the Services for which a separate fee is charged, Company will be liable in an amount no greater than the fees received by Company for performing the specific transaction(s) that gave rise to the liability. Company’s total liability for all claims of any sort will not exceed the total amount received by Company from You within one-year period. Company 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 Your Account, it is Your responsibility to protect such passwords, account identifiers, and other systems. Company may, but is 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 Company shall not be responsible to You for losses or claims for any unintentional disclosure of such passwords which may result thereby. Company is 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 Your 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.

SECTION 10. INDEPENDENT CONTRACTORS

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.

SECTION 11. ASSIGNMENT

Reseller may not assign or transfer Agreement or any of Reseller’s rights or obligations hereunder, without the prior written consent of Company. In addition, Reseller must comply with any applicable ICANN inter-Company transfer process. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign its rights and obligations under Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inсure to the benefit of the Parties hereto and their respective successors and permitted assigns. Company may transfer your domain name from one accredited Company to another accredited Company without requiring your consent, to the extent not prohibited by ICANN or applicable registry rules or by applicable law.

SECTION 12. TAXES

Unless specified otherwise, the fees for the Service do not include taxes. If Company is 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 Your use of the Services, then You must pay such taxes or fees. This section does not apply to taxes based on Company’s income.

SECTION 13. FORCE MAJEURE

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 causes, 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.

SECTION 14. GOVERNING LAW AND ARBITRATION

The legal relations arising out of or relating to Agreement are governed by the legislation or 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.

SECTION 15. EXPORT RESTRICTIONS

You must comply with U.S. and European laws that prohibit or limit the ability of exporting or providing goods or services to certain persons or countries. You will comply with all U.S. and EU export regulations if shipping to another country, including licensing requirements.

SECTION 16. DATA PROTECTION

Company incorporates its Privacy Notice by reference on Our website.

Subject to the terms and conditions of the Reseller Data Protection Agreement (“DPA”), You may be granted access to customer data for limited purposes and uses. You warrant that you will comply with all applicable data protection legislation. Any access and use of customer data is permitted only upon your strict adherence to the terms and conditions of the DPA, and any failure to comply with or breach of its terms will be grounds for immediate termination of Agreement.

SECTION 17. REPRESENTATIONS AND WARRANTIES

Reseller represents and warrants that: (i) it is a sole proprietor, partnership, or corporation duly incorporated, validly existing and in good standing under the laws of the state/country of its domicile; (ii) it has all requisite legal power and authority to execute, deliver and perform its obligations under 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 to this reseller agreement with 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.

Company represents and warrants 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 has been duly authorized by Company; (d) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Company in order for it to enter into and perform its obligations under Agreement; and (e) there is no pending or, to the best of Company's knowledge, threatened claim, action, or proceeding against Company, with respect to the execution, delivery, or consummation of a similar to this reseller agreement with third parties, or with respect to Company's trademarks, and, to the best of Company's knowledge, there is no basis for any such claim, action or proceeding.

SECTION 18. MODIFICATIONS TO SERVICES AND AGREEMENT

Company may, from time to time, vary or modify Agreement. All the amendments shall be enforced on the date of being posted on Website unless otherwise shall be specified. By continuing access or use 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.

Company shall notify You of all significant amendments to Agreement. If You disagree to comply with significant amendments, You shall be entitled to terminate Agreement with 60 days' prior written notice to Company except of amendments made under new laws or regulations.

Company may (but is not obliged) notify You of all non-significant amendments to Agreement.

In the event that revisions to the RAA or any applicable registry or other governmental or non-governmental authority contract are made, Company 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, applicable Registry Operator, or other governmental or non-governmental authority.

Reseller agrees to periodically review the Company Website, including the current version of Agreement, to be aware of any such revisions.

Company is not bound by nor should Reseller rely on any representation by (i) any agent, representative or employee of any third party that Reseller may use to apply for the Company Services; or (ii) on information posted on the Company Website of a general informational nature.

SECTION 19. GENERAL

Agreement, including all documents expressly incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No provision of any purchase order, agreement, or business form employed by You, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of Agreement, and any such document relating to Agreement shall be for administrative purposes only and shall have no legal effect. Use of section headers in Agreements is for convenience only and will not have any impact on the interpretation of any provision. Any use of the singular shall be reasonably construed as if it also includes the plural, and vice versa.

Agreement, amendments to it, Company’s policies, procedures and all the legal documents posted on Website constitute the entire agreement between You and Company.

If any provision of Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of Agreement in any other jurisdiction shall not be affected.

By using Services, You shall agree to fulfill all the policies and regulations posted on Website. All the Company’s policies and regulations are an integral part of Agreement and are bound by You. Violation of Company’s policies and regulations shall be treated as violation of Agreement.

Agreement lays out the core of Company’s terms of service provision, but we also have other contractual documents that You can think of as additional terms for specific topics. These other documents are incorporated by reference as if they were written here and form part of the overall Agreement. Therefore, You should also review these other documents, which can be found at the links below:

Соглашение о предоставлении услуг Политика конфиденциальности Общий регламент по защите данных (GDPR) Правила автопродления и удаления домена Правила отказа от услуг Политика рассмотрения претензий Правила допустимого использования Права и обязанности регистранта

The English language version of Agreement is the official versions and  translations in other languages are for informational purposes only.