Reseller Agreement
This Reseller Agreement is between Hosting Services, Inc. d/b/a Resell.biz (Resell.biz, we, us or our) and the individual or entity whose application we accept (you or your). The Effective Date of this Reseller Agreement is the date we notify you that we have accepted your reseller application. Our Terms of Service (TOS), Privacy Policy, Acceptable Use Policy and certain policies of the ccTLD administrator for the domain names to be registered, as well as any ICANN Agreements or Consensus Policies (Registrar Agreements) apply to you through this Reseller Agreement and are incorporated into it.
Our Privacy Policy is located here: http://www.resell.biz/legal/privacy-policy.php.
Our Acceptable Use Policy is located here: http://www.resell.biz/legal/acceptable-use.php.
In addition, you agree to comply with all reasonable requests from us to ensure compliance with local laws and internet standards. If provisions of the Privacy Policy contradict this Reseller Agreement, this Reseller Agreement controls. However, if the provisions of a Registrar Agreement conflict, these will prevail. By submitting the reseller application, you represent and warrant to us that you have read this Reseller Agreement and any agreements incorporated by reference, and agree to be bound by them.
1. Relationships
1.1. This Reseller Agreement is between Resell.biz and you. We grant to you, a non-exclusive, non-transferable right to market and resell the services set out at http://www.resell.biz (Services) to third parties to whom you resell, or provide, the Services (End User). Any such sale is based on this Reseller Agreement and any agreements incorporated by reference.
1.2. We have no relationship with an End User. You agree to indemnify and hold us fully harmless from any claims made against us by an End User based on the Services we, or any party providing services through us, provides.
1.3. This Reseller Agreement does not give you an exclusive, or any, territory. Nor does it create an exclusive relationship with us. We may, and will, enter into other, and different reseller relationships with other entities on terms that may differ from these. Other companies, including Resell.biz and our other resellers, can and will compete against you.
2. The Services
2.1. You may not represent yourself as authorized to sell our products other than the Services.
2.2. We will provide the Services directly to End Users as an added value to those products provided by you. You agree that your contract with End Users will contain provisions similar to our TOS, Acceptable Use Policy, and the Registrar Agreements, and in no case less favorable to us. In particular, your limitation of liabilities, warranties and privacy policy, must be similar to the one we include in our TOS and Privacy Policy. You agree to make your contract available to End Users prior to their entering into a contract with you.
2.3. The Services will be provided to your End Users in the same manner as we would provide the Services to the general public other than set out herein, we will not treat End Users differently from customers who contract directly with us for the same Services you resell.
3. Your Obligations
3.1. You will use efforts to market the Services which exceed or are equivalent to those you use to market your own Services or those of other companies. In particular, you will use commercially reasonable efforts to promote, solicit and obtain contracts to resell the Service, and to perform your contractual obligations in general.
3.2. You will implement training and incentive programs to facilitate the sale of the Services which are equivalent to those you use for your own products or those of other companies.
3.3. You agree to train your support personnel to provide Tier 1 support for the Services. In no event will this training be any less through than that which you provide to your own support staff. End Users may not contact us, or a domain name registrar, directly to support the Services. You agree that we may terminate this Reseller Agreement, and create direct contract relationship with End Users, should we determine that you are not providing adequate support to End Users, provided that we have provided you with at least sixty days notice of that determination, and information reasonably designed to assist you in providing adequate support.
3.4. You may promote, distribute and market the Services using the trademarks, service marks or other designations that you deem appropriate. These marks may not infringe on, or denigrate, our marks or those of any other entity. You may not use, or register, our trademarks or copyrighted material. You may not display the ICANN or ICANN-Accredited Registrar logo, nor may you in any way represent yourself as accredited by ICANN unless you have specific written authorization from ICANN to do so.
3.5. You will have sole responsibility for assuring compliance with the provisions of your contracts with End Users, and for otherwise reasonably protecting our rights in the Services, including, but not limited to, our right to be free from abuse or misconduct by End Users. You will include in your contracts with End Users terms and provisions at least as protective of our rights, and those of our partners, as this Agreement and the Registration Agreement. Any agreement with your End Users shall include all provisions set out in the ICANN Registrar Accreditation Agreement, and any Consensus Policies that a registrar is required to include in their contracts with domain name registrants. You must also identify us as the sponsoring registrar, or provide a link or some other method of identifying us. In addition, upon your End User's request, you must identify us as the registrar.
3.6. The domain registrar will escrow the name you give us, email address, telephone number, fax number, and if provided, the postal address of the billing contact for each domain name registered. However, should you use a domain name privacy or domain proxy service, this information WILL NOT be escrowed, and should our business fail, a third party would not be able to contact you to facilitate recovery or transfer of your domain name. Should you provide domain name privacy or domain proxy services to your customers, you are required by ICANN to display a prominent notice to the end customer informing them that their data will not be escrowed.
3.7. ICANN may establish a webpage containing information that must be provided to registrants. If this page is made available to us, and we are required to display a link to it, you as a reseller may also be required to display a link to it. We agree to provide notice of this requirement to you.
3.8. You are required to comply with all of our reasonable requests to demonstrate compliance with this Agreement, our Registration Agreement, and any agreements or policies incorporated by reference. Should a site visit be required, you consent to such a visit.
4. Term and Termination
4.1. This Reseller Agreement begins on the Effective Date and continues for a period of one year (Initial Term) unless terminated by a party as set out herein. After the Initial Term, this Reseller Agreement shall renew for additional one year periods (Renewal Term) unless one party provides the other with written notice of its intent to terminate no later than thirty days prior to the end of the Initial Term or any Renewal Term. Following notice of termination or non-renewal, you must transfer your domain to another registrar or risk deletion. If we terminate the Services for other than cause, we will refund the Fees.
4.2. This Reseller Agreement may be terminated by the either party upon written notice should: (i) there be the occurrence of a material breach which has not been cured within ten days of such notice, or which is not capable of cure; and/or (ii) you are acquired by our competitor.
4.3. Upon the date of the termination of this Reseller Agreement, you will immediately cease marketing the Services.
5. Prices
5.1. We will provide the Services to you based on the pricing we have established on our website. You will be placed in the tier level for which you qualify. Should you fail to meet the qualifying criteria in a particular year, we reserve the right to place you in the tier for which you would have qualified, adjust your pricing retroactively, and invoice you for the balance. You agree to pay any such invoice within ten business days from the date set out on the invoice. Once paid, all invoices are final. Should you fail to pay such an invoice, we reserve the right to contact the End Users and assume a direct contractual relationship with them.
5.2. You will have the right to determine, at your sole discretion, the prices or fees that you charge for the Services you resell. You are solely responsible for collecting all charges, including, but not limited to, applicable taxes, related to the Services, from End Users.
6. Acknowledgements
6.1. You acknowledge that you are bound by applicable provisions of our TOS, including, but not limited to our warranty limitations and disclaimers of liability, as if they were set out in this Reseller Agreement.
6.2. You acknowledge that the Services may not satisfy all of the End Users' requirements. We have no obligation to you or End Users if the Services fail to meet your expectations for any reason.
6.3. We represent that we have the right to provide the Services to you and the End Users and to enter into this Reseller Agreement with you.
6.4. We are not an insurer. Any insurance, if any, shall be obtained by you, or the End User. You will, and you will direct any End Users to, look to any insurance you or an End User have to recover for injuries or damage in the event of any loss, and agree to hold us fully harmless from any such claim.
6.5. We shall be able to rely, and take action based, on the information provided by you and End Users.
6.6. The sole and exclusive remedy for any breach of this Reseller Agreement by us, whether based on contract, tort or otherwise, shall be repair or replacement of the Services, or termination of this Agreement, at our option.
7. Claims & Warranties
Any claims, warranties, promises or other representations about the Services must be yours alone. You may not make any warranties on our behalf.
8. General
8.1. Each party shall comply, at its own expense, with the provisions of all federal, state, provincial and local laws, regulations, ordinances, requirements and codes which are applicable to it in connection with the performance of its obligations pursuant to this Reseller Agreement.
8.2. We are each independent parties. Nothing in this Reseller Agreement will be construed to make one party an agent, employee, franchisee, joint venture, partner or legal representative of the other party. Neither party will have, nor represent itself to have, any authority to bind the other party or to act on its behalf other than as expressly set out in this Reseller Agreement.
8.3. You may not assign, delegate, sub-contract or otherwise transfer this Reseller Agreement, or any of its rights or obligations without our approval. Any attempt to do so will be void. We may assign this Reseller Agreement, or any of its rights or obligations, to a related or unrelated party.
8.4. This Reseller Agreement, with the incorporated TOS, Privacy Policy, Acceptable Use Policy, and Registrar Agreements constitutes the complete and entire statement of all terms, conditions and representations of the agreement between the parties. This Reseller Agreement will supersede all prior discussions, commitments or agreements related to its subject matter, whether written or oral.
