Terms of Service

This Terms of Service (TOS) is a contract that sets out the rights and responsibilities of Hosting Services, Inc., d/b/a Resell.biz and UK2 Group (collectively, for the purposes of this TOS only, Resell.biz, we, us or our) and registrants of domain names and hosting products through Resell.biz (Customer, you or your). This TOS incorporates other agreements between Resell.biz and you, such as the registration agreements and dispute resolution procedures set out in Part 2 (paragraph 1.2).  Resell.biz provides domain name registration and hosting services to you either directly, or in conjunction with other businesses. These businesses may have contracts that differ from this TOS. We will provide you with links to these contracts on request. These other agreements, along with this TOS, are collectively referred to as the "Agreements." These Agreements may be modified for time-to-time without notice to you. You agree to be bound by these modifications.

The most recent version of this TOS can always be found at http://www.resell.biz/legal/terms-of-service.php.

 

1.      Domain Management

1.1.  Part 1

1.1.1.     Services

1.1.1.1.          The term "Services" refers to the domain name registration services provided to you by, or through, Resell.biz and set out in detail in Part 1, paragraph 2. This TOS may have additional terms set out in Part 2 that apply only to specific domain name extensions. Please read Part 2 carefully.

1.1.1.2.          We each become bound by this TOS when you submit a domain name application (Application) for the Services (Effective Date). We are under no obligation to provide Services to you until your Application is approved by us.

1.1.1.3.          Resell.biz is an accredited domain name registrar with the Internet Corporation for Assigned Names and Numbers (ICANN) under an agreement between Resell.biz and ICANN (ICANN Agreement). Resell.biz is also an accredited domain name registrar with other registries (Third Party Registrars). Each of their policies are incorporated into this TOS. You acknowledge that Resell.biz may modify this TOS if necessary to comply with the ICANN Agreement, our agreements with Third Party Registrars, or as otherwise provided in this TOS. Such a modification shall not be a material breach of this TOS, nor shall you be entitled to terminate this TOS, based on such a change. Resell.biz shall not be liable for any loss or damage resulting directly or indirectly from such changes. Resell.biz shall provide you with notice of any changes to this TOS.

1.1.1.4.          You acknowledge that for domain name purchases, Resell.biz's acceptance of any domain name registration application will take place at the offices set out in its registrar agreement, Providence, Utah.

1.1.1.5.          The features, prices and other aspects of the Services you purchase from Resell.biz are set out on Appendix A of this Agreement. Resell.biz continually evaluates the features, prices and other aspects of the Services. From time-to-time, Resell.biz may make changes in these features and prices, and is under no obligation to offer these new features and prices to you. If these new features and services are offered to you, they will be added to this Agreement when you begin using them, or offering them to your customers. The prices set out on our website are valid as of the Effective Date. The prices of Services provided by Resell.biz or third parties are not guaranteed and for operational reasons may change after the Effective Date.  Existing clients will be sent notification of pricing changes 15 days prior the effective date.

1.1.1.6.          If certain features of a Service are provided by a third party, that third party may have reserved the right to make changes to its services. We will use reasonable efforts to inform you of these changes.

1.1.1.7.          On occasion, we may need to communicate with you by email about issues related to billing, service changes, additions and modifications to the Services. It is your responsibility to provide a working, monitored, email address to us.

1.1.2.     Registration of Domain Names

1.1.2.1.          You understand that submitting information to us to register a domain name does not result in immediate registration. You have presented us with an Application to register a domain name. This Application must be processed before it can be submitted for registration. There are a number of cases in which your Application may be denied. Examples of these include, but are not limited to: your failure to meet our credit or fraud standards; your failure to meet the standards of the domain registry, or the Third Party Registrar; registration of the domain name by another person during the period of time in which we are processing the Application; and/or your failure to pay the Fees. We are not liable for any loss or damages resulting directly or indirectly from, or responsible to you in any way for failure to register a domain name.

1.1.2.2.          You authorize us to place your domain name in a locked status. This status will prevent your domain from being transferred. To unlock your domain, you log into your account and unlock it.

1.1.2.3.          In your Application, you must provide the following:

1.1.2.3.1.                The name, postal address, e-mail address, voice telephone number, and (where available) fax number of the registrant (owner) of the domain name, the administrative contact, technical contact and billing contact for the domain;

1.1.2.3.2.                The names and IP addresses of the primary name server and secondary name server(s) for the domain name;

1.1.2.3.3.                Any other information that may be required from Third Party Registrars.
(collectively, the "Registration Information")

1.1.2.4.          Your Registration Information will be used as set out in our Privacy Policy.

1.1.2.5.          You are required to provide us with accurate Registration Information, and update the Registration Information immediately to reflect any changes. If you are providing Registration Information on behalf of another party, you represent that you have disclosed to them how their Registration Information will be used. Further, you will have no greater use of this information than that set out in our Privacy Policy. We may ask you from time to time to verify the accuracy of the Registration Information. You are required to respond to our request within 15 calendar days or the time period set out in the relevant paragraph of Part 2 (paragraph 1.2). Your failure to respond, or provide us with accurate or updated Registration Information, is a material breach of this TOS and grounds for cancellation of the domain name. If the domain name is cancelled, you may lose any registration rights you previously held. Resell.biz is not liable for any loss or damages resulting from such cancellation. You must access and change the Registration Information through your control panel or API.

1.1.2.6.          You are required to provide us with your own full contact information, and for providing and updating accurate technical and administrative contact information, to allow us and others to resolve any problems that arise in connection with the domain name. You are liable for any harm caused by the wrongful use of the domain name, even if you have licensed its use to another party.

1.1.2.7.          If you choose to license the domain name to a third party, you remain the actual registrant. You are required to provide us with your Registration Information, in addition to that of the third party to whom you license the domain name. If you receive a request from a party who provides you with reasonable evidence that they will sustain actionable harm, you are required to disclose the current contact information given to you by the entity to whom you license the domain name. Your failure to promptly disclose this information to the person or entity requesting it shall be considered your acceptance of liability for that harm.

1.1.2.8.          If you choose to purchase private registration services from us, our name, or the name of our private registration service will be listed as the registrant of the domain and its owner (Private Registration). While Private Registration is in effect, you remain the owner of the domain name and responsible for all of the obligations set out in this TOS. We may receive communications intended for you during Private Registration. You are required to respond to these communications. We are not liable for misdirected communications that result from your failure to maintain up-to-date or accurate contact information, or Registration Information enabling us to contact you. If necessary, we will disclose your contact information pursuant to a legal request to do so, ICANN or other policy applicable to either of us, or as necessary to protect our interests.

1.1.2.9.          You agree that a domain name you register through us may be suspended, cancelled or transferred if required by ICANN, us, a court, or a Third Party Registrar, if necessary to correct a mistake, or as applicable during or following the resolution of a dispute regarding the domain name.

1.1.2.10.      You understand that Domain Names are registered for a discrete period of time. It is your sole and exclusive obligation to keep track of this period, and to maintain up-to-date payment information should you choose to have us register the Domain Name. We encourage you to renew your domain name sufficiently before the date of expiration to ensure that registration problems do not cause the domain name to lapse. We have no obligation to participate in the post expiration renewal of your domain name, or any redemption process offered by a registrar.

1.1.2.11.      The person, or entity, listed as the owner (as set out in paragraph 1.7 above) in our records will be considered by us as having full right, title and authority in the domain name.

1.1.2.12.      For the first sixty days following your initial registration, renewal, or transfer, of the domain name, you agree that you may not transfer it to another domain name registrar. After that time, you may transfer your domain name, pursuant to the ICANN domain name transfer policy, available herehttp://www.icann.org/transfers/policy-12jul04.htm, or in the applicable provision of Part 2.

1.1.2.13.      Under the following circumstances we may be required to put the domain name on hold, terminate, and/or suspend resolution of the domain name to a website: (1) we are required to do so under the ICANN Agreement; (2) the domain name violates this TOS, Privacy Policy, or Acceptable Use Policy; or (3) based on our reasonable judgment, such a suspension is necessary. We are not liable for any loss or damages directly or indirectly caused by a domain name hold or suspension.

1.1.2.14.      Your Domain Name may be "parked" by us if you fail to provide us with complete name-server information, or if you purchase parking services from us.

1.1.2.15.      Unless another dispute resolution policy is set out in Part 2, as a purchaser of a domain name, you agree to be bound by the ICANN domain name dispute policy (UDRP), which may be found here: http://www.icann.org/dndr/udrp/policy.htm.

1.1.3.     Use of the Registration Information

1.1.3.1.          We will make the Registration Information that you provide, or that we otherwise maintain, available to ICANN, Third Party Registrars, and to such other parties as ICANN or applicable laws may require or permit. You agree that we may make publicly available, or directly available to third party vendors, some, or all, of the Registration Information you provide, for purposes of inspection (such as through our WHOIS service) as otherwise allowed by the relevant paragraph of Part 2. We represent that unless otherwise stated, the Registration Information will only be used as set out in this TOS and in our Privacy Policy.

1.1.3.2.          You agree that we may use the Registration Information in the manner described in paragraph 3.1 above. If you are presenting Resell.biz with a Registration Application on behalf of a third-party, you represent that you have provided the third party with the notices set out in this Section, and have obtained their consent for such use of the Registration Information. You may access the Registration Information by accessing our control panel service, or similar service, available at our web site. Some of the Registration Information may contain data about any identified or identifiable natural person (Personal Data). This Personal Data will only be disclosed as set out in this TOS and in our Privacy Policy. We agree to take reasonable precautions to protect the Personal Data from loss, misuse, unauthorized access or disclosure, alteration, or destruction, but we are not liable for loss or damages resulting from such misuse.

1.1.3.3.          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.

1.1.4.     Domain Name Transfers

1.1.4.1.          You agree to be bound by the domain name transfer agreement located here: http://www.icann.org/transfers/policy-12jul04.htm.

1.1.4.2.          Only the individual or entity set out in our records as the account owner, or the registrant and/or administrative contract listed in the Registration Information may transfer a domain name, or respond to a transfer request. You must unlock your domain prior to requesting a transfer. You must also secure an EPP AuthCode in order to transfer domains in an EPP registry.

1.1.4.3.          ICANN policies allow us to refuse to transfer a domain name if there is a dispute about the ownership of a domain name to be transferred, if you are bankrupt, or if your account has been suspended by us. It is very important that you follow the transfer process closely. Factors beyond our control, such as the expiration of your domain name, misrouted email, or failure of a payment to process, may cause the domain transfer process to fail. It is your responsibility to ensure that the process is carried through to completion.

1.1.5.     Payment

1.1.5.1.          The fees and charges for the Services are set out on our website.

1.1.5.2.          Our obligation to provide the Services is contingent on your payment of the Fees by the Due Date. You must pay the Fees without set off or deduction. It is your responsibility to ensure that we receive payment of the Fees. It is your responsibility to ensure that information necessary for us to collect the Fees is current.

1.1.5.3.          If the Fees are not received when due, your account will be considered delinquent and your domain name may be suspended, dropped, and/or purchased by a third party. If allowed by the registry authority, we may take possession of your domain name during the period your account is suspended or following termination. You have 30 days to resolve any billing disputes at which point the Service (including domain names) will be terminated, transferred to our name, or the management of the domain name may be transferred to another reseller. In the case of a billing dispute involving a domain name, restoring the domain name to you, or refunding the Fee, will be our sole and exclusive obligation to you and your sole and exclusive remedy.

1.1.6.     Term

1.1.6.1.          This Agreement will begin on the Effective Date and continue for the term set out on the Application (Initial Term). After the expiration of the Initial Term, the Agreement will renew for successive periods of equal length (Renewal Term). If the Application does not contain an Initial Term, the Initial Term shall be one year.

1.1.6.2.          All sales are final. You will not receive a refund for any cancellation.

1.1.7.     Termination

1.1.7.1.          We reserve the right to immediately terminate this TOS, and suspend or cancel your Services, and, if necessary, your domain name: (i) for a violation of any provision of this TOS or any other Agreement, including third party agreements that apply to you through this TOS; and/or (ii) your failure to pay any amounts due. This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we exercise these rights. You will not receive a refund if the Services are terminated pursuant to this paragraph.

1.1.7.2.          One party may also terminate this TOS upon the occurrence of a material breach which has not been cured by the other party within 30 days of their receipt of written notice of the breach. Notices of material breach must contain sufficient detail for the party against whom the assertion of material breach is directed, to identify the breach and attempt to take corrective action.

1.1.7.3.          Upon termination, your account will be closed and the Services terminated. We have no responsibility to forward email, or other communications, once your account is closed. You are encouraged to keep the Services active during a transition period to avoid a lapse of your domain name registration.

1.1.7.4.          Our auto renewal and deletion policies are set out at http://www.uk2group.com/domain-names/expiry.php.

1.1.7.5.          If your domain name expires or lapses, we may point the domain name to our name servers and/or IP addresses. These addresses may be parking pages from which we derive revenue. You are not entitled to this revenue. Dependent on domain extension you may have up to thirty days during this period to redeem your domain name. If you do not redeem your domain name within this period, you agree that your domain name has been abandoned. If your domain name has been abandoned, we may delete it, register it in our own name, or engage in any other transaction we deem beneficial to us. You have no right to compensation should this occur.

1.1.7.6.          If your domain name expires, lapses or fails to renew, it may be registered by a third party at any time. We have no liability if this occurs.

1.1.8.     Account Security

When the Services are set up, you will receive a username, password and other information related to your account. It is very important that you protect this information from unauthorized disclosure. It is your obligation to notify us if you have lost any of this information, or you believe there is unauthorized use of the Services. We can not be responsible for any damages, extra charges or any other harm that occurs as a result of lost, stolen, or misplaced information of this sort.

1.1.9.     Licenses and Intellectual Property

1.1.9.1.          All right, title and interest in Resell.biz's technology shall remain with Resell.biz or Resell.biz's licensors. You are not permitted to circumvent any devices designed to protect Resell.biz's, or its licensor's, ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology.

1.1.9.2.          You grant Resell.biz, and any third parties used by Resell.biz to provide the Services, a non-exclusive, non-transferable, worldwide, royalty free license to use, disseminate, transmit and cache content, technology and information provided by you and, if applicable, your customers, in conjunction with the Services. This license terminates on the expiration or termination of this TOS. All right, title and interest in your technology shall remain with you or your licensors.

1.1.10.                        Your Representations and Warranties

1.1.10.1.      In addition to, and not in lieu of, all other representations and warranties set out in this TOS you represent, to the best of your knowledge and belief that neither the registration of the domain name, nor the manner in which it is used, infringes the legal rights of any third party. You agree to indemnify us for any claims made against us based on this representation. We reserve the right, in our sole and exclusive discretion, to deny, lock, suspend, cancel or transfer any domain name if we believe that doing so will protect the domain name registry, is necessary to comply with any applicable laws or regulations, or to avoid liability to Resell.biz. We may freeze domain names during a dispute brought pursuant to the UDRP or the relevant domain name dispute provision set out in Part 2.

1.1.10.2.      You represent and warrant to Resell.biz that: (i) you own outright, or have a license to use, all items necessary for us to make the Services available to you, including, but not limited to, the domain name, if applicable; and (ii) you own, or have the right to use, all information, words, or other ideas contained in the domain name.

1.1.11.                        Disclaimers

ALL SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY SET OUT HEREIN, RESELL.BIZ HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, FRAUD, MERCHANTABILITY, AND/OR TITLE. RESELL.BIZ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR OR FAILURE FREE, SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. RESELL.BIZ SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE PRODUCTS APPEAR TO BE PROVIDED BY RESELL.BIZ. RESELL.BIZ ALSO SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE FAILURE OF ITSELF OR THIRD PARTIES TO ACTUALLY REGISTER OR PROPOGATE DOMAIN NAMES, EITHER IN WHOLE, OR ON A TIMELY BASIS. NO WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO RESELL.BIZ SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES. THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM RESELL.BIZ, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION. SOME STATES DO NOT ALLOW RESELL.BIZ TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO 90 DAYS FROM THE EFFECTIVE DATE.

1.1.12.                        Limitation of Liability

1.1.12.1.      IN NO EVENT WILL RESELL.BIZ'S LIABILITY HEREUNDER EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY RESELL.BIZ FROM YOU FOR THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM RESELL.BIZ SHALL BE INTERPRETED TO INCLUDE RESELL.BIZ'S EMPLOYEE'S, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO YOU THROUGH RESELL.BIZ.

1.1.12.2.      YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD RESELL.BIZ OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF RESELL.BIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS RESELL.BIZ'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

1.1.13.                        Indemnification

1.1.13.1.      You agree to indemnify, defend and hold harmless Resell.biz and its parent, subsidiary and affiliated companies, third party service providers, Third Party Registrars, and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) your use of the Services; (ii) any violation by you of any of Resell.biz's policies, or those of any agreement incorporated into this TOS by reference; (iii) any breach of any of your representations, warranties or covenants contained in this TOS, or those of any agreements incorporated into this TOS by reference; and/or (iv) any acts or omissions by you. The terms of this paragraph shall survive any termination of the Agreements. For the purpose of this paragraph only, the terms used to designate you include you, your customers, visitors to your website, and users of your products or the Services the use of which is facilitated by us.

1.1.13.2.      You agree to hold us, the Third Party Registrar, and all of our directors, officers, employees and agents harmless from and against any and all claims, damages, liabilities, costs and expenses (which includes, but is not limited to, reasonable legal fees and expenses) that arise out of or are related to the domain name registration.

1.1.14.                        Notices

1.1.14.1.      Notices will be sent to you at the address you provide to us. It is your obligation to ensure that we have the most current address for you.

1.1.14.2.      Notices regarding this TOS and other Resell.biz policies should be directed to:

 

Resell.biz, 164 N Gateway Drive, Providence, UT 84332.

1.1.15.                        Force Majeure

Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including without limitation acts of God, third party vendors, suppliers or agents, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible, but in no event more than ten days from the beginning of the event.

1.1.16.                        Choice of Law, Jurisdiction and Venue.

1.1.16.1.      This Agreement is made under and shall be construed according to the laws of the State of Utah. U.S. and State courts situated in the U.S. District Court for the District of Utah (Court) shall have exclusive jurisdiction over any dispute involving this Agreement. The parties agree that all claims shall be brought before the Court and venue shall be solely vested in the U.S. District Court for the District of Utah, located in Salt Lake City, Utah. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

1.1.16.2.      You agree that jurisdiction for disputes concerning or arising from your use of the domain name shall be in either the courts of the jurisdiction in which you reside, or that of the domain registrar. This paragraph 16.2 shall apply only to disputes between you and a third party regarding your use of the domain name. Any disputes regarding this TOS shall be governed by paragraph 1.1.16.1 above.

1.1.17.                        No Waiver.

No waiver of rights under this TOS shall constitute a subsequent waiver of this or any other right under this TOS.

1.1.18.                        Severability

In the event that any of the terms of this TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this TOS. All remaining terms of this TOS shall remain in full force and effect.

1.1.19.                        Precedence

Your use of the Services is also governed by the Resell.biz Privacy policy located at http://www.resell.biz/legal/privacy-policy.php, The Resell.biz Acceptable Use Policy (AUP) located at http://www.resell.biz/legal/acceptable-use.php and this Terms of Service.  In the event of inconsistencies between this Terms of Service, the AUP and/or the Privacy Policy, then the Terms of Services shall govern.  In the event of a conflict between the sections, they shall have the following precedence:  Terms of Service, AUP, Privacy Policy.  However, the warranties and indemnification provisions set out in the various Agreements (including the sections of the TOS) shall be construed together, and one provision shall not be in lieu of the other, unless expressly stated.

1.1.20.                        No Modification

This TOS is the entire agreement between the parties. We may revise, amend, or modify this TOS at any time. This TOS may not be amended or modified by you except by a written document signed by both you and our authorized representative. This provision does not apply to changes mandated by the ICANN or any domain name registrar. You may not terminate this TOS or any other agreement for any reason based on such a change.

1.1.21.                        No Agency

Unless you enter into a separate agreement with us, this TOS does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. We may subcontract any of our obligations under the TOS without notice or your consent.

1.1.22.                        Survival

The following paragraphs shall survive the termination or expiration of this TOS: 1.1.4, 1.1.10, 1.1.11, 1.1.12, 1.1.13, 1.1.14, 1.1.16, 1.1.21.

1.2.  Part 2

By entering into this Agreement, you also agree to be bound by the additional policies and registration agreements set out below as applicable to the top level domain you purchase from us ("TLD Specific Provisions"). If there is a conflict between the terms of the TLD Specific Provisions and this Agreement, the TLD Specific Provisions shall govern.

1.2.1.     .com and .net

1.2.1.1.          You agree to be bound by the ICANN Uniform Dispute Resolution Policy. The policy is located here: http://www.icann.org/dndr/udrp/policy.htm. In addition, should a dispute arise concerning registration and/or use of the Domain Name, you agree to submit to the jurisdictions of the courts where you are domiciled, or where we are is located (Logan, Utah). You agree that this consent to jurisdiction is without prejudice to other potentially applicable jurisdictions.

1.2.1.2.          You agree to be bound by the domain name transfer agreement located here: http://www.icann.org/transfers/policy-12jul04.htm.

1.2.1.3.          You agree to indemnify, defend and hold harmless VeriSign, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to your domain name registration.

1.2.2.     .org

You agree to indemnify, defend and hold harmless Public Interest Registry and its subcontractors, shareholders, directors, officers, employees, agents and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to your domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

1.2.3.     .info

You agree to indemnify, defend and hold harmless Afilias Limited, and its directors, officers, employees and agents from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable legal fees and expenses, arising out of or relating to your domain name registration. This indemnification obligation shall survive the termination or expiration of this TOS.

1.2.4.     .biz

1.2.4.1.          Registrations in the .biz top level domain must be used or intended to be used primarily for bona fide business or commercial purposes. For purposes of the .biz registration restrictions, "bona fide business or commercial use" shall mean the bona fide use or bona fide intent to use the domain name or any content, software, materials, graphics or other information thereon, to permit Internet users to access one or more host computers through the DNS: (1) to exchange goods, services, or property of any kind in the ordinary course of trade or business; or (2) to facilitate the exchange of goods, services, information, or property of any kind in the ordinary course of trade or business.

1.2.4.2.          "Bona fide business or commercial use" excludes registering a domain name solely for the purposes of: (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation.

1.2.4.3.          When you submit a Registration Application, you certify the following, to the best of your knowledge:

1.2.4.3.1.                The registered domain name will be used primarily for bona fide business or commercial purposes and not (i) exclusively for personal use; or (ii) solely for the purpose of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the Domain Name for compensation;

1.2.4.3.2.                The registered domain name is reasonably related to your business or intended commercial purpose at the time you submit the Registration Application.

1.2.4.4.          You acknowledge having read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this TOS:

1.2.4.4.1.                The Uniform Domain Name Dispute Resolution Policy (UDRP). currently available at: http://www.icann.org/udrp/udrp.htm; and

1.2.4.4.2.                The Restrictions Dispute Resolution Criteria and Rules, currently available at: http://www.neulevel.biz/ardp/docs/rdrp.html.

The UDRP sets forth the terms and conditions in connection with a dispute between you and any party other than the registry operator or us over the registration and use of an Internet domain name registered by you.

 

The RDRP sets forth the terms under which any allegation that a domain name is not used primarily for business or commercial purposes shall be enforced on a case-by-case. fact specific basis by an independent ICANN-accredited dispute provider. None of the violations of the restrictions will be enforced directly by or through registry operator. Registry operator will not review, monitor. or otherwise verify that any particular domain name is being used primarily for business or commercial purposes or that a domain name is being used in compliance with the UDRP processes.

1.2.4.5.          You agree to indemnify, defend and hold harmless NeuStar, Inc., and its directors, officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to registration of the Domain Name. This indemnification obligation shall survive the termination or expiration of this TOS.

1.2.5.     .us

1.2.5.1.          In addition to any other warranties and representations you make to us, you acknowledge that your willful or grossly negligent provision of inaccurate or unreliable information, or your willful or grossly negligent failure promptly to update information provided to us shall constitute a material breach of this TOS and be a basis for cancellation of your domain name. You further agree that you will not receive a refund of any fees paid to us for violations of this TOS specifically applicable to the .us tld. Included within this "no refund" policy, is your refusal to verify the data you've provided to us in your Registration Agreement or that is required for us to display in a "who-is" field.

1.2.5.2.          If we have agreed to allow you to resell .us tlds, you agree that you remain responsible for the actions of your customers and for the data they provide you. You further agree that you have disclosed to your customers in writing how the data they supply to you will be disclosed, and that such a use is consistent with the data use policy set out in this TOS and this subsection.

1.2.5.3.          You represent, to the best of your knowledge and belief, that neither the registration of the Domain Name, nor the manner in which it is directly or indirectly used infringes the legal rights of any third party.You agree to indemnify and hold harmless NeuStar, Inc., the U.S. Department of Commerce, and its directors, officers, employees, representatives, agents, affiliates, and stockholders from and against any and all claims, suits, actions, other proceedings, damages, liabilities, costs and expenses of any kind, including without limitation reasonable legal fees and expenses, arising out of or relating to your (i) domain name registration and (ii) use of the domain name. This indemnification obligation shall survive the termination or expiration of this TOS.

1.2.5.4.          You represent and warrant that you meet the following criteria ("Nexus Requirements"):

1.2.5.4.1.                You are a natural person (i) who is a United States citizen, (ii) a permanent resident of the Unites States of America or any of its possessions or territories, or (iii) whose primary place of domicile is in the United States of America or any of its possessions; or

1.2.5.4.2.                You are an entity or organization that is (i) incorporated within one of the fifty U.S. states, the District of Columbia, or any of the United States possessions or territories or (ii) organized or otherwise constituted under the laws of a state of the United States of America, the District of Columbia or any of its possessions or territories; or

1.2.5.4.3.                You are an entity or organization (including a federal, state, or local government of the United States, or a political subdivision thereof) that has a bona fide presence in the United States of America or any of its possessions or territories. A "bona fide presence" means that you have real, substantial lawful contacts with, or lawful activities in, the United States of America.

1.2.5.5.          Your compliance with the Nexus Requirements will be verified. You are required to respond to all requests for verification of the Nexus Requirements within 5 business days, and agree that your failure to do so shall be a material breach of this TOS. The methods that you may use to verify the Nexus Requirements are set out at: http://nic.us/policies/docs/ustld_nexus_requirements.pdf.

1.2.5.6.          You agree to comply with the United States Dispute Resolution Policy (usDRP) located at: http://nic.us/policies/docs/usdrp.pdf

1.2.5.7.          You agree to comply with the Nexus Dispute Policy (NDP) located at: http://nic.us/policies/docs/nexus_dispute_policy.pdf

1.2.6.     .travel

1.2.6.1.          You are required to provide verifiable support in your Registration Application that you are you are a person, organization, association, or a private, governmental or non-governmental agency who is a significant participant in one of the following industries ("Travel Industry Information"):

1.2.6.1.1.                Airlines

1.2.6.1.2.                Attractions/Theme Parks

1.2.6.1.3.                Bed and Breakfast Houses

1.2.6.1.4.                Bus/Taxi/Limousine Operators

1.2.6.1.5.                Camp Facility Operators

1.2.6.1.6.                Vehicle Rental Companies/Airport Specialty Car Park Companies

1.2.6.1.7.                Computer Reservations/Travel Technology Provider

1.2.6.1.8.                Convention and Visitor's Bureaus

1.2.6.1.9.                Cruise Lines

1.2.6.1.10.           Ferries

1.2.6.1.11.           Hotels/Resorts/Casinos

1.2.6.1.12.           National Tourism Offices

1.2.6.1.13.           Passenger Rail Lines

1.2.6.1.14.           Restaurants

1.2.6.1.15.           Tour Operators

1.2.6.1.16.           Travel Agents

1.2.6.1.17.           Travel Media

1.2.6.1.18.           Travel-Consumer and Market Research Organizations

1.2.6.1.19.           Travel Insurance

1.2.6.1.20.           Travel Training Institutions

1.2.6.1.21.           Suppliers of goods or services to the eligible industry participants set out in these defined sectors.

1.2.6.2.          Both we, and the .travel registry, reserve the right to audit the Travel Industry Information you provide in your Registration Application. You agree to cooperate with such an audit, and provide all information requested.

1.2.6.3.          Should you cease providing services associated with the travel industry, you forfeit your right to use the .travel extension. You agree to provide notice to us within fourteen days of the date on which you cease providing these services, or disassociation with the industry. At that time you agree to relinquish your domain name registration within thirty days following the time you cease providing those services.

1.2.7.     .name

Name extensions must be based on your personal name. This is your legal name, or name by which you are commonly known. It can also include without limitation, a pseudonym used by an author or painter, or a stage name used by a singer or actor.

2.      Classic Reseller Hosting

2.1.  General Terms

2.1.1.     The features and details of the services governed by this TOS are described on the web pages describing the particular web hosting service you have purchased (Service Description Page) based on the description on the Service Description Page as it stands on the Effective Date (Services). Details regarding domain registrations are specified in 1.1 and 1.2 above. We may modify the products and services we offer from time-to-time. Should the Service Description Page change subsequent to the Effective Date, we have no obligation to modify the Services to reflect such a change.

2.1.2.     The Effective Date of this TOS is the date on which you first order Services from us, as that date is recorded by our servers. Services may be provided by any of the companies associated with Resell.biz; however, this TOS is between you and Resell.biz. There are certain policies and procedures that are incorporated into this TOS by reference: our Privacy Policy and our Acceptable Use Policy. Both parties to this TOS are bound by these policies, and by using the Services, you agree that you have read and will abide by them. It is important to understand that this TOS contains a waiver of your right to a trial by jury. Because the Internet is dynamic, and we cannot always anticipate the uses of the Services, we reserve the right to make changes to this TOS, our AUP and/or our Privacy Policy at any time. To the extent we are able, we will give you advance notice of these changes. If these changes materially affect your ability to use the Services, you may terminate this TOS within 30 days of such a change. Otherwise, your continued use of the Service is your consent to be bound by the changes.

2.1.3.     If you have any questions about any of our agreements, please feel free to contact us by sending an e-mail to support@resell.biz

2.1.4.     Certain aspects of the Services are provided by third parties. These third parties may have reserved the right to make changes, including material changes, to the services provided by them. We will use commercially reasonable efforts to inform you of those changes. You may terminate this TOS if such a change materially affects the Services. See cancellation policies in the cancellation section below (paragraph 2.7).

2.1.5.     All IP Addresses provided to you by us are our property, or those of our third party suppliers. They are non-transferable and non-assignable. You have no ownership or transfer rights in them.

2.2.  Payment

2.2.1.     You are responsible for the fees and charges set out on the Service Description Page, according to the terms set out on that page (Fees). The date on which Fees are due is the Due Date. If the Service Description Page does not set out a Due Date, the Fees will be due monthly. Set-up fees are not refundable for any reason. Fees are also not refundable if you breach this Agreement or our Acceptable Use Policy and this Agreement is terminated for that violation.

2.2.2.     Our obligation to provide the Services is contingent on your payment of the Fees by the Due Date. You must pay the Fees without set-off or deduction. It is your responsibility to ensure that we receive payment of the Fees. Fees will be considered paid on the date your financial institution makes funds available to us. Should your account be suspended, for any reason other than our breach of this TOS, Fees will continue to accrue.

2.2.3.     If you believe there is an error in our calculation of the Fees, we encourage you to contact us in writing. Our obligation to consider your claim is contingent on your providing us with written notice of this dispute, and including sufficient facts for us to investigate your claims. We must receive this notice at least 5 days prior to the Due Date (Dispute Deadline). You waive your right to dispute any charges or Fees if you fail to meet the Dispute Deadline. If we find that your claim is valid, we agree to credit your account the next time Fees are due.

2.2.4.     If the Fees are not paid by your financial institution, your account will be considered delinquent. To reinstate your account, you will be required to pay, depending on the reason for the delinquency: (i) a returned check fee in the amount of $50; (ii) interest in the amount of 2.0% per month, or the maximum amount allowed by law; (iii) collection charges, including attorney's fees; and/or (iv) any fees levied on us by your financial institution. If payment is not received within 3 days past your renewal date, we will suspend the port associated with your server. If payment is not received within 7 days of your renewal date, your server will be placed in our recycling queue and all data will be deleted. You will not be able to recover any data once a server is placed in our recycling queue.

2.3.  Permission to Host Your Content

For us to host your website, it is necessary for you to upload your content to our servers. When you do this uploading, you are creating one or more copies of your content on our system. You grant to us, and any third parties used by us to provide the Services, a non-exclusive, non-transferable (except as provided in this TOS), worldwide, royalty free license to use, disseminate, transmit and cache content, technology and information provided by you and, if applicable, your customers, in conjunction with the Services. This license terminates on the expiration or termination of this TOS. All right, title and interest in your technology shall remain with you, or your licensors, and we will only use this technology to provide the Services to you. You specifically agree not to tamper with, make derivative works of, reverse compile, reverse engineer and/or disassemble any of our software or files, or those of any third parties whose products and/or services are incorporated into the Services. You are solely responsible for providing all of the content and other data that make up your website.

2.4.  When the Services Will be Available

We will use reasonable efforts to provide the Services 24 hours a day, 7 days a week for as long as you have paid for them. Sometimes, however, for a number of reasons, the Services may be unavailable to you. You recognize and acknowledge that occasional unavailability of the Services will occur. We make no representation or warranty that the Services will be uninterrupted.

2.5.  Personal Information

When you place an order for the Services, the personal information you provide, including your credit card information, is transmitted via the use of Secure Socket Layer technology, the industry standard for encrypting sensitive information. We take your privacy very seriously, and as such, will not sell this personal information to a third party (other than a company who may purchase us), and will take reasonable steps to keep it from being disclosed to any third party. For more information on how we use your personal information please review our Privacy Policy.

2.6.   Automatic Renewal

When you sign up, you choose the term of this TOS (Term). Unless a party cancels this TOS as set out below, this TOS will renew for the same period as the initial Term. When the Term renews, the credit card you have on file with us will be charged the Fee set out on the Product Description Page. If you have any questions as to when your renewal date is, simply login to your control panel, or give us a call at the number on our support page.

2.7.  Cancellation

2.7.1.     Cancellation requests must be received 7 days prior to the expiration of each Term to avoid additional charges.

2.7.2.     If you wish to cancel your account, you must use the cancellation function within your account.

2.7.3.     We reserve the right to immediately terminate this TOS, and suspend or cancel the Services: (i) for a violation of any of our policies, including those incorporated by reference; and/or (ii) your failure to pay Fees due. This right of termination is without prejudice to any other rights we may have, and you will not receive a refund of any Fees. You are not entitled to any type of notice or protest should we exercise these rights.

2.7.4.     One party may also terminate this TOS upon the occurrence of a material breach, which has not been cured by the other party within 10 days of their receipt of written notice of the breach. Notices of material breach must contain sufficient detail for the party against whom the assertion of material breach is directed to identify the breach and attempt to take corrective action.

2.7.5.     Upon termination all of your data will be destroyed, unless otherwise required by law. It is your responsibility to modify any technical settings necessary for you to, for example, continue to receive email, or preserve data.

2.7.6.     We also reserve the right to terminate this TOS with 72 hours written notice should an event occur in which you are vulgar in communications with our staff.

2.8.  Acceptable Use/Illegal Activity

2.8.1.     The Services are designed for lawful use only. It is your responsibility to fully understand and appreciate the laws of the United States of America, and the state set out in the paragraph entitled "Choice of Law," when using our Services.

2.8.2.     Your use of the Services must be reasonable. You may not place excessive burdens on our, or our third party vendors', CPUs, servers or other resources or interfere with the services we provide to other customers. You may not use excessive bandwidth. You agree that we may place restrictions on your use of the Services to the extent that they exceed the use of the Services by similarly situated customers.

2.8.3.     You agree to cooperate with us to facilitate your use of the Services. This cooperation includes, but is not limited to, providing us with correct contact and billing information, designing material that is "server ready" and ensuring that you, your employees and/or agents have sufficient technical expertise to understand how to implement the Services.

2.8.4.     Prohibited use:

2.8.4.1.          Hacking, which includes, for example, penetrating or attempting to access, without authorization, another computer or network. Port scans, stealth scans, and fraudulent credit card "phishing" techniques are also prohibited.

2.8.4.2.          Hosting of files or other data that infringes on another's copyright or other intellectual property rights.

2.8.4.3.          Spamming, or sending of bulk unsolicited email. We maintain a strict policy on spamming, which includes the sending of unauthorized commercial messages by use of our services, or by maintaining an open SMTP connection. We reserve the right to refuse or terminate service based on reasonable indications that you are engaged in spamming of any sort.

2.8.4.4.          Uploading or linking to any content that violates another's right of publicity or privacy.

2.8.4.5.          Distributing hate speech, or any other content that is obscene, abusing, which could be considered libelous and defamatory.

2.8.4.6.          Online gambling, data storage or data transmission across our network used in online gambling operations.

2.8.4.7.          Pornographic material including links to other sites.

2.8.4.8.          Hosting, storing, or distributing child pornography. If any such content is found and brought to our attention, the proper law enforcement agencies will be notified.

2.8.4.9.          Using the Services for a content delivery network or content distribution network (CDN). Special requests to use the Services to run a CDN network may be approved on a case-by-case basis. Failure to comply with this policy will result in termination of this TOS, and you will not receive a refund of the Fees.

2.8.4.10.      You may not use IRC servers connected to public IRC networks or servers. IRC servers that result in interference with the Services, malicious network activity, or increased demand on our network are prohibited.

2.8.4.11.      You may not use the Services in any way that violates the laws governing this TOS, or of the jurisdiction in which you reside or where your business is established.

2.8.4.12.      We retain the right, at our discretion, to refuse to provide new service to any individual, group or business, or to discontinue providing the Services to you if you, or your customers, have excessive, multiple, and/or repeated violations of our accepted uses.

2.8.5.     DMCA Copyright Infringement Information

In accordance with the Digital Millennium Copyright Act (DMCA), we have adopted a policy to suspend or terminate the accounts of website owners found to be in violation of copyright. We respect the intellectual property of others. You must do the same. We may, in appropriate circumstances and at our sole discretion, disable and/or terminate the accounts of users who infringe. If we terminate this Agreement for your violation of the DMCA, you will not receive a refund of the Fees. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent (identified below) with the following information:

2.8.5.1.          an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2.8.5.2.          a description of the copyrighted work or other intellectual property that you claim has been infringed;

2.8.5.3.          a description of where the material that you claim is infringing is located on the site;

2.8.5.4.          your address, telephone number, and email address;

2.8.5.5.          a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

2.8.5.6.          a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

2.8.5.7.          Our agent for notice of claims of copyright infringement can be reached as follows:

 

By mail:

Copyright Agent

c/o Resell.biz.

164 N. Gateway Drive

Providence, UT 84332, USA.

 

By fax: 435-755-3449

By email: dmca@resell.biz

2.9.  Indemnification

You agree to indemnify, defend and hold us harmless and our parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) your use of the Services; (ii) any violation by you of any of our policies; (iii) any breach of any of your representations, warranties or covenants contained in this TOS; and/or (iv) any acts or omissions by you. The terms of this section shall survive any termination of this TOS. For the purpose of this paragraph only, the terms used to designate "you" include you, your customers, visitors to your website, and users of your products or services, the use of which is facilitated by us.

2.10.                   Warranties

2.10.1.                        You represent and warrant to us that: (i) you have the experience and knowledge necessary to use the Services; (ii) you will provide us with material that may be implemented by us to provide the Services without extra effort on our part; (iii) you have sufficient knowledge about administering, designing and operating the functions facilitated by the Service to take advantage of the Service; (iv) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; (v) you are not listed on any U.S. Government list of prohibited or restricted parties; and (vi) you are at least eighteen years of age or older and not otherwise legally incapacitated to execute this TOS.

2.10.2.                        You expressly warrant that you own the entire right, title and interest to, or have an appropriate license to use, all materials provided to us, or which may be accessed or transmitted using the Services. You also warrant that to the extent you do business with other parties using the Services, they have the same ownership interests in the materials provided to you, or accessed via you, that are set out in this paragraph.

2.11.                   Disclaimer of Warranties

RESELL.BIZ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RESELL.BIZ MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. RESELL.BIZ DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. RESELL.BIZ SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY RESELL.BIZ NO WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO RESELL.BIZ SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES. THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM RESELL.BIZ, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION. Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to you.

2.12.                   Limitation of Liability

IN NO EVENT SHALL RESELL.BIZ BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF RESELL.BIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states may not allow such a broad exclusion or limitation on liability for damages as contained in this TOS. In those states, our liability is limited to the full extent permitted by law. You agree that in no event shall our maximum aggregate liability exceed the total amount paid by you for the services in dispute purchased from us.

2.13.                   Governing Law and Choice of Forum

The validity, interpretation, and performance of this TOS, and of the agreements and policies that apply to the Services, shall be controlled by and construed under the laws of the State of Utah, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. You agree that jurisdiction and venue are proper in the state courts located in Salt Lake City, Utah, or the U.S. District Court for the District of Utah located in Salt Lake City, Utah. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

2.14.                   Waiver of Trial by Jury

EACH PARTY TO THIS TOS IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS TOS.

2.15.                   No Waiver

No waiver of rights under this TOS, or any of our policies, or agreement between the parties shall constitute a subsequent waiver of this or any other right under this TOS.

2.16.                   Assignment

This TOS may be assigned by us. It may not be assigned by you. This TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.

2.17.                   Severability

In the event that any of the terms of this TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this TOS. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this TOS is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this TOS by written notice to the other.

2.18.                   No Agency

This TOS does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

2.19.                   Survival

The following paragraphs shall survive the termination of this TOS: 2.10, 2.12, 2.13, 2.14, 2.15, 2.18, 2.20.

2.20.                   By using Resell.biz you agree to the above terms of service.