GetWebActive RESELLER AGREEMENT
| GetWebActive [DomainNameRegistrationPays.com] Reseller Agreement |
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This Reseller Agreement (“Agreement”) is by and between you (the “Reseller”) and GetWebActive (“ DomainNameRegistrationPays.com ”), a/an individual, located at 876 Melfa Crescent, Ottawa, ON, CANADA, K2C 0P3. This Agreement explains the basis upon which transactions between you, the Reseller, and GetWebActive will take place and our responsibilities toward each other. The Effective Date of this Agreement shall be the date that Reseller completes GetWebActive’s reseller signup process. By entering into this Agreement, in addition to transactions entered into by Reseller on its own behalf, Reseller also agrees to be bound by the terms of this agreement for transactions entered into on its behalf by anyone acting as its Agent. Reseller also agrees to be bound by the terms of this Agreement for transactions entered into by anyone who uses the account Reseller hereby establishes with GetWebActive, whether or not the transactions were in Reseller’s behalf. Reseller also agrees to be bound by any applicable agreements, policies, or procedures posted on the DomainNameRegistrationPays.com web site, as well as any changes that may be made to them. To complete the reseller signup process, Reseller must read this entire Agreement and agree to be bound by all the terms and conditions. Reseller acknowledges that GetWebActive is an accredited registrar bound by an agreement between GetWebActive and the Internet Corporation for Assigned Names and Numbers (”ICANN”). Reseller agrees that This Agreement as well as any additional GetWebActive policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and GetWebActive concerning Your use of GetWebActive ’s Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Reseller acknowledges that GetWebActive’s acceptance of this Agreement and any application made by Reseller for services provided by/at DomainNameRegistrationPays.com will take place at GetWebActive’s offices located in Ottawa, ON, Canada. Whereas GetWebActive is an accredited and fully-operational Internet Domain name registrar; and, whereas Reseller desires to purchase Domain Name registration services and other services or products that may be available (the “Services”) from |
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1. Service Details |
| Subject to the terms and conditions of this Agreement, DomainNameRegistrationPays.com grants the Reseller a non-exclusive, non-transferable license to resell the Services worldwide. Reseller’s DomainNameRegistrationPays.com site is non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business. |
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2. Price |
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Subject to the terms and conditions of this Agreement, Reseller acknowledges that prices, discount rates and transaction fees are subject to change from time to time. Service Pricing DomainsNow4U.com will provide its services to the Reseller according to the DomainsNow4U.com Price Catalog (Catalog). Reseller may set its own prices. Annual Licensing Fee Reseller will be responsible for an annual licensing fee. Charging Reseller’s Customers Reseller authorizes GetWebActive to charge each of its customers the dollar amounts designated by Reseller, up to the price ceilings set by GetWebActive. Selection of services and setting of prices are done through the Reseller’s site administration tool. GetWebActive may charge a customer a small fee if the customer cancels a domain name within the five (5) day grace period after registering the domain with GetWebActive and GetWebActive refunds the price of the domain. GetWebActive will not charge the customer a fee if Fraudulent Transactions Reseller agrees to hold GetWebActive harmless and to indemnify GetWebActive for and against transactions processed by |
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3. Payment |
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Commission payments for all domestic Resellers will be paid by via direct deposit into the Paypal account of their choice (”Direct Deposit Account”). Reseller understands it is Reseller’s responsibility to provide a valid paypal account address and the related direct deposit information by logging into the website administration interface. Failure to provide a valid Direct Deposit Account will cause Reseller’s commission payments to be withheld pending receipt by Domestic Resellers hereby authorize Domestic Resellers hereby authorize The authority granted to Commission checks for U.S. Resellers who fail to establish a Direct Deposit Account will be cut monthly at the end of the month for the previous month commissions over $25. Commission checks for foreign Resellers will be cut quarterly at the end of the month for the previous quarter commissions over $100. Commissions under $25 will be paid only by Direct Deposit for domestic resellers. Commissions under $5 will be held and released when a minimum of $5 has been accumulated. For foreign Resellers, quarterly pay dates are April 30, July 31, October 31, and January 31. Domestic Resellers receiving commission payments via paper checks acknowledges that a $10 check processing fee will be levied each time a commission check is printed. This fee will be waived for the first three months. This fee will go in effect for commissions earned in May 2003 and to be paid in June 2003. This fee is not applicable to foreign Resellers. Domain Monetization Domain Monetization is a service that empowers domain owners to generate earnings on the traffic generated to their domains. You shall be paid a percentage of the revenue generated from monetization of Your domains over a certain threshold. Your payment for monetization shall be made in conjunction with Your commission payments You acknowledge and agree that Charge Backs In the event of a credit card charge back, GetWebActive will deduct the amount of the credit card charge from Reseller’s commission. In the event that chargeback experience is high, as determined by |
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4. Refund Policy |
| Reseller and Reseller’s customers are not entitled to any refunds of Service transactions. |
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5. Term |
| This Agreement is in effect for one (1) year from the Effective Date of this contract and will automatically renew for one (1) year increments. Reseller agrees that GetWebActive may modify this agreement from time to time. Reseller agrees to be bound by any changes GetWebActive may reasonably make to this agreement when such changes become effective. Should Reseller elect to cancel Reseller’s agreement with GetWebActive, Reseller will not receive a refund for any fees Reseller may have paid to GetWebActive. Upon termination, all customers will default to GetWebActive. |
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6. Termination |
| Either party may terminate this Agreement for a material breach of contract by the other party that has not been cured within 10 days. Either party must notify the other of such material breach in writing. Or, either party may terminate this Agreement with 30 days written notice. Upon termination, all customers will default to GetWebActive. |
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7. Restriction of Service; Right of Refusal |
| Reseller agrees that GetWebActive, in its sole discretion and without liability to Reseller, may terminate this Agreement for if Reseller is found to be using GetWebActive Services in association with unsolicited commercial email (“spam”) or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which Reseller conducts business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. In the event GetWebActive terminates this Agreement for spam or morally objectionable activities, no refund will be issued. |
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8. Export Restrictions |
| Title to products and services herein being purchased is retained by GetWebActive until goods are paid for by Reseller and at the time title passes to Reseller. Reseller agrees that Reseller is prohibited by law from exporting to certain countries, and shall comply with all export regulations if shipping to another country, including licensing requirements. |
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9. Sub Resellers |
| Reseller is responsible for the acts and omissions of Reseller’s sub resellers. If Reseller provides training and/or technical support to Reseller’s sub resellers, it must be reasonable. GetWebActive is not responsible for providing technical support to Reseller’s sub resellers or Reseller’s customers. |
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10. Customer Agreements |
| Reseller is required to ensure that Reseller’s customers agree to comply with the standard agreement for each product or service they purchase from Reseller. |
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11. Customer Notices |
| If there are any recalls or retrofits of products, Reseller will assist GetWebActive in notifying Reseller’s customers. |
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12. Unauthorized Use |
| Upon the discovery of any unauthorized use or copying of GetWebActive products or services, Reseller will immediately notify GetWebActive. If Reseller is at fault in any way, Reseller may be held responsible for the cost of the legal proceedings. |
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13. Terms of Confidentiality |
| Reseller agrees that Reseller will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of GetWebActive’s Confidential Information. “Confidential Information” means nonpublic information that GetWebActive Domains designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by Reseller. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products, the marketing or promotion of any of GetWebActive’s products, GetWebActive’s business policies or practices, and information received from others that GetWebActive is obligated to treat as confidential. Confidential Information does not include any information, however designated, that: is or subsequently becomes publicly available without Reseller’s breach of any obligation under this Agreement; became known to Reseller prior to disclosure under this Agreement; became known to Reseller from a source other than GetWebActive Domains other than by the breach of an obligation of confidentiality owed to Reseller; or is independently developed by Reseller. This obligation shall last three (3) years after the termination of your reseller account with GetWebActive Domains. |
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14. Conflicts of Interest |
| Reseller agrees that Reseller will disclose to GetWebActive any conflicts of interest or potential conflicts of interest Reseller may have in a timely manner. |
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15. Ethical Standards |
| Bribing or offering gifts in exchange for purchases by customers is prohibited and will result in termination of your account. |
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16. Privacy |
| Reseller agrees to be bound by the Privacy Policy of GetWebActive in its dealings with customers and others and to post the Privacy Policy provided to Reseller by GetWebActive on Reseller’s home page. Failure to comply with such Privacy Policy will be deemed a material breach of this Agreement. |
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17. Branding |
| GetWebActive authorizes Reseller to brand the services by using Reseller’s name and logo along with Reseller’s name and logo. However, Reseller may not use the ICANN Accredited logo on Reseller’s marketing materials or web site. |
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18. Registrar Identification |
| Upon customer inquiry, Reseller must inform them that it is reselling GetWebActive’s Services. Reseller may not do anything to give the impression to anyone that the Reseller is an ICANN approved registrar. |
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19. Marketing Rights |
| GetWebActive and GetWebActive related companies will not market GetWebActive branded products or services to Reseller’s customers. However, GetWebActive may market Reseller branded products and/or services to Reseller’s customers. |
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20. Technical Support |
| GetWebActive will provide technical support to reseller. |
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21. Notices |
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Reseller agrees that all notices (except for notices concerning breach of this Agreement) from GetWebActive to Reseller may be posted on our web site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with GetWebActive or mailed first class postage to the postal address Reseller has on file with GetWebActive. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from Reseller to DomainNameRegistrationPays.com Delivery shall be deemed to have been made by Reseller to |
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22. No Solicitation |
| Reseller agrees that it will NOT approach GetWebActive’s employees with proposals to hire them as its own employees or contractors. If Reseller were to hire any of GetWebActive’s employees, Reseller agrees to pay GetWebActive for each employee hired the greater amount of three years salary for that employee as Reseller is to pay such employee, or $200,000. |
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23. Representation and Warranties |
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Reseller warrants that all information provided by Reseller as part of the registration process is complete and accurate. Reseller also warrants that each registration Reseller makes is being done so in good faith and that Reseller has no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name. Reseller agrees that GetWebActive makes no representations or warranties or any kind in connection with this agreement and specifically makes no guaranty to Reseller against the possibility of objection to, or challenge of, the registration or use of any domain name Reseller registers with GetWebActive expressly reserves the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of GetWebActive, as well as its affiliates, subsidiaries, officers, directors and employees. |
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24. Modification |
| This Agreement and its Attachments are subject to change. Reseller will be notified of such changes as they occur via the email contact supplied during the reseller signup process, which may be modified using the Reseller’s site administration tool. |
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25. Assignment |
| Reseller may not assign its rights or duties under this Agreement to another without the express written consent of GetWebActive, which will not be unreasonably withheld. GetWebActive may assign its rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement. |
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26. Intellectual Property |
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Reseller agrees that GetWebActive and its parent and affiliate companies own all proprietary rights, including but not limited to copyrights, patents and trade secrets, trademarks, and service marks, in and to the API and that this Agreement does not transfer ownership of any of these rights. GetWebActive expressly reserves its rights in and to all such content and materials. GetWebActive shall own all proprietary rights in any modifications to the API, whether created by GetWebActive , Reseller, users, or a third party. Reseller hereby assigns to GetWebActive all proprietary rights, including copyright, patent and trade secret rights, to any modifications created by Reseller. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited license provided below in this section, is granted to Reseller or conferred upon Reseller by this Agreement or otherwise. Reseller will not use any of GetWebActive ’s trademarks or other intellectual property unless specifically authorized by GetWebActive , nor will Reseller register any trademark that is substantially similar to one owned by GetWebActive . Reseller shall not use any of GetWebActive ’s intellectual property in its advertising except as specifically authorized by Reseller will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. Reseller will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so. Reseller will not modify or cause others to modify the API, without the prior written consent of GetWebActive . Except as otherwise explicitly agreed in writing, GetWebActive -owned content described in this document may be downloaded, displayed, reformatted and printed for Reseller’s personal, non-commercial use only. Reseller agrees to prevent any unauthorized copying of the API. Content owned by Trademark License Guidelines GetWebActive grants Reseller a non-transferable license to reproduce and display on its web site the above trademarks, pending trademarks, and product names ("Marks") in association with Reseller’s name according to the limited specifications provided in this section. GetWebActive also grants Reseller a non-transferable license to reproduce and display the copyrighted legal agreements and documents associated with Reseller is required to include a small disclaimer on its web site indicating the Marks used and their ownership by
Reseller shall be required to check the The GetWebActive products and services must be clearly identified by their names above, and the use of those names must be used only to accurately describe or reference GetWebActive products and services. Reseller is not required to identify GetWebActive next to each appearance of the Marks and copyrights, however, the Marks and copyrights must be reproduced exactly as they appear within this section or as authorized within the Reseller’s Control Center, and must include the applicable ® , ™, or copyright string. Each display of a Mark or copyright must appear substantially distinct from Reseller’s name or other text; so there is no appearance that they are owned by Reseller or that Reseller has any association with them, other than its association with GetWebActive . GetWebActive may provide further specifications to Reseller in addition to these general guidelines and Reseller shall be obligated to adhere to them. Reseller is prohibited from displaying the Marks and copyrights in such a way that implies an affiliation, sponsorship, or endorsement of Reseller by GetWebActive , other than Reseller’s relationship with GetWebActive as a reseller. All rights not expressly granted by GetWebActive to Reseller are reserved by GetWebActive . GetWebActive may audit the use of its Marks and copyrights to determine compliance with this section, and GetWebActive reserves the sole discretion to restrict Reseller’s use of its Marks and copyrights. Reseller shall obtain the written permission of |
