CUSTOMER MASTER AGREEMENT

This Customer Master Agreement outlines the terms and conditions of using our Site, nuehost.com. By using the Site, you agree to comply with these terms and conditions on behalf of yourself, and if you represent a company or entity, on their behalf as well. Throughout this agreement, we may refer to us as the “Company” and you as “You” or the “Customer.”

In addition to this agreement, we have other policies that are made part of this agreement. By using our Site and services, you agree to comply with those policies as well.

• Privacy Policy
• Registrar Registrant Agreement
• Domain Names Agreement
• Web Services Agreement
• Digital Certificates Agreement
• Hosting Agreement
• Domain Deletion and Auto-Renewal Policy
• Uniform Domain-Name Dispute Resolution Policy
• Abuse Policy
•        Copyright and DMCA Notice and Takedown Procedure
•        Court Order and Subpoena Policy

1.        Definitions

1. “Advance Account” refers to the credit balance maintained by the Customer with the Company.
2. “Agreement” refers to this Customer Master Agreement along with all its appendices, extensions and amendments at any given point in time.
3. “Business Day” refers to a working day between Mondays to Friday excluding all Public Holidays.
4. “Company Products” refer to all Products and Services of Company which it has provided/rendered/sold, or is providing/rendering/selling.
5. “Company Servers” refer to web servers, Mailing List Servers, Database Servers, and any other Machines / Servers that Company or its Service Providers Operate, for the Site, the Company Mailing Lists, Company Products and any other operations required to fulfill services and operations of Company.
6. “Confidential Information,” means all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by Company to the Customer under this Agreement, whether written, transmitted, oral, through the Site or otherwise, that is marked as Confidential.
7. “Customer” refers to the Customer and any Agent, Employee, Contractee of the Customer or any other Legal Entity, that has been provided access to the “Services” by the Customer, directly or indirectly.
8. “Customer Contact Details” refers to the Contact Details of the Customer as listed in the Database.
9. “Customer Control Panel” refers to the set of Web-based interfaces provided by the Company and its Service Providers to the Customer which allows him to Manage Orders.
10. “Customer Product Agreement Extension” refers to the latest version of a Specific Customer Product Agreement Extension as posted in the Customer Control Panel or on the Site.
11. “Database” is the collection of data elements stored on the Servers.
12. “Order” refers to a Company Product purchased by the Customer having a unique Order ID in the Database.
13. “Prohibited Persons” refers to individuals, organizations or entities located in certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations, entities, or domain names, including without limitation, “Specially Designated Nationals” (“SDN”), as listed by the government of the United States of America through the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), with whom all or certain commercial activities are prohibited.
14. “Servers” refer to Machines / Servers that Company or its Service Providers maintain to fulfill services and operations of the Services.
15. “Services” refers to the set of Servers, Software, Interfaces, Company Products and API that is provided for use directly or indirectly under this Agreement by the Company or its Service Providers.
16. “Service Providers” refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that Company or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of Company Products, and any other services and operations of Company.
17. “Site” refers to nuehost.com.
    
    

2.        Customer Product Agreement Extensions

1. The Customer may purchase various Company Products in the course of their relationship with Company under this Agreement, by submitting to Company, in a form and manner prescribed by Company, one or more Customer Product Agreement Extensions, which are included as a part of this Agreement.
2. Any conflicting definitions, terms and conditions in a Customer Product Agreement Extension take precedence over the same definition, terms and conditions in this Agreement, and are applied only to that Customer Product Agreement Extension.
3. The Customer agrees to adhere to the SiteLock Terms and Conditions, available at https://www.sitelock.com/terms.php, which are incorporated herein and made a part of this Agreement by reference.
4. The Customer agrees to adhere to the CodeGuard Terms and Conditions, available at https://codeguard.com/pages/terms-of-service, which are incorporated herein and made a part of this Agreement by reference.
5. The Customer agrees to adhere to the Google Terms and Conditions, available at http://www.google.co.in/intl/en/policies/terms/regional.html, which are incorporated herein and made a part of this Agreement by reference.
6. The Customer agrees to adhere to the Google Privacy Policy, available at http://www.google.com/intl/en/policies/privacy/, which are incorporated herein and made a part of this Agreement by reference.
7. The Customer agrees to adhere to the Google Apps for Business (Online) Agreement, available at https://www.google.com/intx/en_in/work/apps/terms/2013/1/premier_terms.html, which are incorporated herein and made a part of this Agreement by reference.
8. If the Customer selects and purchases any Company Products which include secure sockets layer certificate either provided by the Company through its Service Providers under a single brand i.e. Comodo SSL or in combination with the other brands of the Company or the Service Providers, the Terms of Service and other polices (if any) available at https://ssl.comodo.com/terms.php (collectively referred to as “Comodo SSL Terms of Service”), with respect to the products of said brand are applicable and the Customer must comply with such terms and conditions and privacy policy.
   The Company does not endorse or assure the quality, availability, or timeliness or any other assurance in relation to product or services provisioned by non-nuehost.com websites.
9. If the Customer selects and purchases any Company Products which includes hosting services either provided by the Company through its Service Providers under a single brand or in combination with the other brands of the Service Providers, the policies of those companies are applicable and the Customer must comply with them. The Company does not endorse or assure the quality, availability, or timeliness or any other assurance in relation to a product or services provisioned by non-nuehost.com websites.

3.        Obligations of Company

Company will make available the latest versions of this Agreement and Customer Product Agreement Extensions in the Customer Control Panel or on the Site.

4.        Obligations of the Customer

1. The Customer acknowledges that in the event of any dispute or discrepancy concerning any data element of an Order or the Customer in the Database, the data element in the Database records prevails.
2. The Customer acknowledges that all information of the Customer, including authentication information is accessible to Company and its Service Providers
3. The Customer must comply with all terms or conditions established from time to time by Company or its Service Providers.
4. The Customer agrees to provide, maintain and update, current, complete and accurate information for all the data elements about the Customer in the Database.
5. Customer acknowledges that Company Products may be obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Customer acknowledges and agrees that Company is not liable for such issues.
6. Customer must not transact with or act on behalf of any Prohibited Person. If Customer is a Prohibited Person, Customer is prohibited from registering or signing up with, subscribing to, or using any Company Product, or participating in the Customer program. Any violation of this provision (“OFAC Provision”) as determined in Company’s sole discretion, may result in the suspension or termination of the Customer account and the termination of this Agreement without a refund or compensation of any kind to Customer.

5.        Representations and Warranties

Company and Customer represent and warrant that:

1. They have all requisite power and authority to execute, deliver and perform their obligations under this Agreement.
2. This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Customer and Company in accordance with its terms.
3. The execution, delivery, and performance of this Agreement and the consummation by Company and the Customer of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate:

1)   any provision of law, rule, or regulation;

2)   any order, judgment, or decree;

3)   any provision of corporate by-laws or other documents; or

4)   any agreement or other instrument.

1. The execution, performance and delivery of this Agreement has been duly authorized by the Customer and Company.
2. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby.

The Customer represents and warrants that:

1. The Customer has read and understood every clause of this Agreement;
2. The Customer has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement;
3. The Customer is not a Prohibited Person and is not acting on behalf of a Prohibited Person; and
4. The Customer is eligible to enter into this Contract according to the laws of the Customer’s country.

6.        Rights of Company and Service Providers

1. Company and Service Providers may change any information, including Authentication Information of the Customer in the Database upon receiving authorization from the Customer in any form as maybe prescribed by Company from time to time.
2. Company and Service Providers may provide/send any information in the Database, about the Customer, including Authentication information

1)   to the Customer Contact Details;

2)   to any authorized representative, agent, contractee, employee of the Customer upon receiving authorization in any form as maybe prescribed by Company from time to time; or

3)   to the Service Providers.

1. Company and Service Providers in its own discretion can at any point of time temporarily or permanently cease to sell a Company Product.
2. Company reserves the right to change pricing, minimum order levels, and discounts, of any Company Product, at any time.
3. Company and Service Providers, in their sole discretion, expressly reserve the right to deny any Order or cancel an Order within 30 days of processing the same. Refunds for the order are dependent on the Service and the Company policy.
4. Company and Service Providers, in their sole discretion, without notice, expressly reserve the right to modify, upgrade, freeze any associated Services.
5. In case of Orders involving web services, Company and Service Providers can choose to redirect any Order to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine for the purpose of monetization, if an Order has expired, or is suspended, or does not contain valid information to direct it to any destination. Customer acknowledges that Company and Service Providers cannot and do not check to see whether such a redirection infringes any legal rights including but not limited to intellectual property rights, privacy rights, trademark rights, of Customer, or that the content displayed due to such redirection is inappropriate, or in violation of any federal, state or local rule, regulation or law, or injurious to Customer or any third party, or their reputation and as such is not responsible for any damages caused directly or indirectly as a result of such redirection.
6. Company has the right to rectify any mistakes in the data in the Database with retrospective effect.
7. Company and Service Providers reserve the right to prohibit the use of any of their services in connection with any Country-Code Top Level Domain Name (“ccTLD”) of any Sanctioned Country.
8. Company and Service Providers expressly reserve the right to suspend or terminate Customer’s account, without prior notice and without issuing a refund or compensation of any kind, if Company or Service Provider determines in its sole discretion, that Customer has violated the OFAC Provision in Section 4 or the Company’s Abuse Policy. Company and Service Provider is not liable for any loss or damages resulting from such action whether such loss or damage is incurred by the Customer, or a third party. Company will not directly or indirectly refund any amounts to any Prohibited Person, including without limitation, any amounts in a Customer’s Advance Account.

7.        Terms of Agreement and Renewal

The initial term of this Agreement is for the period set forth in the registration form presented to the Customer at the first time purchasing the Order (the “Initial Term”). Unless the Customer cancels prior to the end of the Initial Term, the Term automatically renews for successive periods (each a “Renewal Period”) of equal length as the Initial Term, unless either party cancels or terminates the Service and Agreement.

8.        Termination of Agreement

8.1     How the Agreement May Be Terminated

This Agreement may be terminated in any of the following ways:

1. You cancel the Services.
2. We determine, in our sole discretion, that you have violated any of our terms and conditions or one of our policies, including the OFAC Provision of this Agreement or the Abuse Policy.
3. We determine, in our sole discretion, that your use of our Services is placing unreasonable demands on our systems and could threaten the Company’s business operations.

8.2     Effect of Termination

If the Agreement is terminated then both parties agree:

1. No refunds will be provided, unless otherwise specifically allowed for a particular product;
2. The Company may take control of any domain associated with the terminated Service if it was registered through the Company; and
3. If the termination was caused by your default of this Agreement or one of our policies, that you bear the costs of termination, including reasonable costs the Company incurs to close your account. You agree to pay any costs incurred by the Company in enforcing compliance and that the Company may delete all information related to you on the Service.

9.        Fees/Advances/Renewals

1. The Customer must pay all applicable fees/advances as per the Payment Terms and Conditions set out in Appendix ‘C’. In addition to the foregoing, the Customer agrees by purchasing the Orders the Company may place the Customer’s account on a recurring payment plan. The Company does not offer auto-renewal payment services. It is the Customer’s responsibility to track and renew Orders.
2. Company will charge a non-refundable fee for an Order unless stated otherwise in any Product Agreement Extension. The applicable fees will be displayed in the Customer Control Panel or on the Site and during the Ordering Process. Company has the right to revise this pricing at any time. Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the Site or on notification to the Customer via email to the Customer.
3. Customer acknowledges that it is the Customer’s responsibility to keep records and maintain reminders regarding the expiry of any Order. As a convenience to the Customer, and not as a binding commitment, we may notify the Customer of any expiring Orders, via an email message or SMS alert sent to the contact information associated with the Customer in the Database. Should renewal fees go unpaid for an Order, the Order will expire.

      The Customer agrees to expressly authorize Company to send Order related transactional SMS messages, even in the case that the Customer’s mobile number is listed as DND with the concerned Telecom Regulatory Authority.

1. Customer acknowledges that after expiration of the term of an Order, Customer has no rights on such Order, or any information associated with such Order, and that ownership of such Order now passes on to Company. Company and Service Providers may make any modifications to said Order or any information associated with said Order. Company and Service Providers may intercept any network/communication requests to such Order and process them in any manner in their sole discretion. Company and Service Providers may choose to monetize such requests in any fashion at their sole discretion. Company and Service Providers may choose to display any appropriate message, or send any response to any Customer making a network/communication request, for or concerning said Order. Company and Service Providers may choose to delete said Order at any time after expiry upon their sole discretion. Company and Service Providers may choose to transfer the ownership of the Order to any third party in their sole discretion. Customer acknowledges that Company and Service Providers are not liable to Customer or any third party for any action performed under this clause.
2. Company at its sole discretion may allow the renewal of the Order after Order expiry, and such renewal term will start as on the date of expiry of the Order, unless otherwise specified. Such process may be charged separately. Such renewal after the expiry of the Order may not result in exact reinstatement of the Order in the same form as it was prior to expiry.
3. Company makes no guarantees about the number of days, after deletion of an Order, after which the same Order will once again become available for purchase.

10.  Limitation of Liability

IN NO EVENT WILL COMPANY OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:

1. LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;
2. LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;
3. LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;
4. LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;
5. LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR COMPANY PRODUCTs PROVIDED UNDER THIS AGREEMENT;
6. LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.

If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against Company by the Customer, then in no event will the liability of Company exceed actual amount paid to Company by the Customer for the Order in question minus direct expenses incurred with respect to that Order.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE COMPANY RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO COMPANY BY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

11.  Indemnification

1. The Customer, at their own expense, will indemnify, defend and hold harmless, Company, Service Providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of Company, and Service Providers, against any claim, suit, action, or other proceeding brought against Company or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, Company Products provided hereunder or use of the Company Products, including without limitation:

1)   infringement by either the Customer, or someone else using a Company Product with the Customer’s computer, of any intellectual property or other proprietary right of any person or entity

2)   arising out of any breach by the Customer of this Agreement.

3)   relating to or arising out of any Order or use of any Order

4)   relating to any action of Company as permitted by this Agreement

5)   relating to any action of Company carried out on behalf of Customer as described in this Agreement

1. Company will not enter into any settlement or compromise of any such indemnifiable claim without Customer’s prior written consent, which shall not be unreasonably withheld.
2. The Customer will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys’ fees and costs awarded against or otherwise incurred by Company in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

12.  Intellectual Property

Subject to the provisions of this Agreement, each Party will continue to independently own their intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.

Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Company to the Customer, or by any disclosure of any Confidential Information to the Customer under this Agreement.

Customer shall further ensure that the Customer does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Customer acknowledges that Company cannot and does not check to see whether any services or the use of the services by the Customer under this Agreement, infringes legal rights of others.

13.  Ownership and Use of Data

1. Customer agrees and acknowledges that Company owns all data, compilation, collective and similar rights, title and interests worldwide in the Database, and all information and derivative works generated from the Database.
2. Company and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by Company or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.

14.  Delays or Omissions; Waivers

No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.

15.  Right to Substitute Updated Agreement

1. During the period of this Agreement, the Customer agrees that Company may:

1)   revise the terms and conditions of this Agreement; and

2)   change the services provided under this Agreement

1. Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the Site
2. The Customer agrees to review the Customer Control Panel and Site including the agreements, periodically, to be aware of any such revisions
3. If the Customer does not agree with any revision, the Customer may terminate this Agreement according to Section 8 of this Agreement
4. The Customer agrees that, continuing use of the services under this Agreement following notice of any revision, will constitute as an acceptance of any such revisions or changes
5. The Customer shall execute, in a form and manner prescribed by Company, a supplementary agreement incorporating the amendments to or revisions of the Agreement or Customer Product Agreement Extension
6. The length of the term of the substituted agreement will be calculated as if it is commenced on the date the original Agreement began and the original Agreement will be deemed terminated.
7. It will be the Customer’s responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Customer’s Agents / Employees / Authorized Representatives.

16.  Confidentiality

All Confidential Information is governed by the Confidentiality Agreement as attached in Appendix ‘B’.

17.  Publicity

The Customer shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to us or our Service Providers or uses any of Company’s registered Trademarks / Service Marks or our Service Providers’ registered Trademarks / Service Marks without first submitting such material to us and our Service Providers and receiving prior written consent.

The Customer gives Company the right to recommend / suggest the Customer’s name and details to Customers / Visitors to the Site, and Prospective Customers and use the Customer’s name in marketing / promotional material with regards to Company Products.

18.  Taxes

The Customer is responsible for sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement and the Company Products.

19.  Force Majeure

Neither party is liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a “Force Majeure Event”) including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, epidemic or pandemic, industrial disputes of any kind (whether or not involving either party’s employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party’s reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party’s performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.

20.  Assignment / Sublicense

Except as otherwise expressly provided herein, the provisions of this Agreement inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Customer shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third persons/party without the prior written consent of the Company.

21.  Customer to Customer Transfer

1. Company may transfer the Order of the Customer to another Person, Organization or any other Legal entity under the following circumstances:

1)   Authorization from the Customer or their Agent or Authorized Representative in a manner prescribed by Company from time to time;

2)   On receiving orders from a competent Court, Law Enforcement Agency, or recognized Regulatory body;

3)   Breach of Contract;

4)   Termination of this Agreement;

5)   Company learns of any such event, which Company reasonably determines would lead to Termination of this Agreement, or would constitute as Breach thereof.

1. In the above circumstances the Customer shall extend full cooperation to Company in transferring the Order of the Customer.

22.  Disclaimer

THE SERVICES, COMPANY SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON “AS IS” AND “WHERE IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.

COMPANY AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.

COMPANY AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, SERVICES OR BY ACCESSING COMPANY SERVERS. WITHOUT LIMITING THE FOREGOING, COMPANY AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH SERVICES OR COMPANY SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE SERVICES/COMPANY SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY COMPANY AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE ORDERBOX WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER

COMPANY AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. COMPANY AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.

FURTHERMORE, COMPANY NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICES, SERVERS, SITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

23.  Jurisdiction & Attorney’s Fees

This Agreement is governed by and interpreted and enforced in accordance with the laws of the Wisconsin, United States without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a state or federal court within Wisconsin.

If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party is entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

24.  Miscellaneous

1. Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.
2. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
3. The Parties must attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.
4. This Agreement shall inure to the benefit of and be binding upon Company and the Customer as well as all respective successors and permitted assigns.
5. Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 8.2, 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, 24(c), 24(e), 24(g), 24(j), 25(b) and all Sections of Appendix A, and all Sections of Appendix B, and all Sections of Appendix C and any Sections covered separately under a Survival clause in any Customer Product Agreement Extension shall survive.
6. This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), with any remedy, claim, and cause of action or privilege against Company.
7. The Customer, Company, and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.
8. Further Assurances: Each Party hereto shall execute or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated as a result of, this Agreement.
9.    Entire Agreement; Severability: This Agreement, which includes Appendix A, Appendix B, Appendix C and each executed Customer Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.
10.   The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.
11. This agreement may be executed in counterparts.
12.    All notices, designations, and specifications made under this Agreement shall be made in the English Language only.
13. Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of the Company

25.  Breach

In the event that Company suspects breach of any of the terms and conditions of this Agreement:

1. Company can immediately, without any notification and without assigning any reasons, suspend or terminate the Customers’ access to all Company Products and Services.
2. The Customer will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement.

26.  Notice

1. Any notice or other communication required or permitted to be delivered to Company under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, when sent to Company’s contact address specified in the Customer Control Panel or on the Site by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.
2. Any notice or other communication to be delivered to Company via email under this agreement shall be deemed to have been properly delivered if sent to its Legal Contact mentioned in the Customer Control Panel or on the Site.
3. Any notice or other communication required or permitted to be delivered to the Customer under this Agreement shall be deemed properly delivered, given and received when delivered to email address or contact address of the Customer in the Database.
4. Other than those notices mentioned in this agreement, Company is NOT required to communicate with the Customer in any respect about services provided under this agreement. As a convenience to the Customer, Company may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by Company at any time.

27.  Resolving Disputes

A.  Information About Arbitration.

Under this Agreement you are agreeing to a dispute resolution process called arbitration.  Arbitration proceedings are ways to resolve disputes without use of the court system. By agreeing to arbitrate, both parties are expressly waiving their right to file any lawsuit in court, to broad discovery under the applicable rules of procedure, to a trial by a judge or a jury, and to appeal for any disputes between us. These are important rights that should not be given up without careful consideration. Arbitration may be more expensive than litigation and often involves substantial up-front costs.

B.  What is a Dispute for Purposes of this Section?

For purposes of this section 27, a dispute includes any disagreement between the parties that requires third-party resolution, except for the following:

1)      Domain registration disputes, which are governed by the Uniform Domain-Name Dispute Resolution Policy.

2)      Account decisions made by the Company regarding shutting down an account or determining fraud or abuse. The Company is not required to go through any dispute resolution procedures in order to protect the Company and the public or to enforce section 25 of this Agreement.

3)      The Company reserves all rights to pursue any legal remedy in order to enforce collections or other claims against the Customer.

C.  Notice and Negotiation.

If any dispute between the Parties arises under this Agreement, both parties agree to meet and confer within ten days of written notice by either Party that the dispute exists. The meeting’s purpose will be to negotiate a simple solution instead of going to dispute resolution.

D.  Mediation.

If the dispute is not resolved through negotiation, we both will attempt, within 15 days of failed negotiations, to agree on a neutral mediator whose role will be to facilitate further negotiations. Both parties share the costs of mediation, provided that payment of the costs and any attorneys’ fees may also be mediated.

E.   Arbitration.

1)      Arbitration. If mediation fails to produce a full settlement of the dispute satisfactory to both Parties, the Parties agree to submit to binding arbitration under the rules of the American Arbitration Association (AAA) under its Consumer Arbitration Rules. This arbitration must take place within 60 days of the failure of mediation. In no event may a dispute be made after two years from when the aggrieved party knew or should have known of the issue. Costs and attorneys’ fees for arbitration and prior mediation may be awarded to the prevailing party.

2)      No Class Actions. Both parties agree that disputes must be in an individual capacity, and not as a class action or class arbitration. No arbitration or other proceeding may be combined with another without prior written consent of all parties affected by the arbitrations or proceedings.

3)      Starting the Process. To begin arbitration, a party must:

1. Write a demand for arbitration, including a description of the dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.adr.org (“Demand for Arbitration: Consumer Arbitration Rules”).
2. Send one copy of the Demand for Arbitration to AAA by mail at American Arbitration Association Case Filing Services 1101 Laurel Oak Road, Suite 100 Voorhees, NJ 08043.

iii.      Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.

4)      Arbitration Procedures. You can find AAA rules at www.adr.org or by calling 1-800-778-7879. If there is a conflict between the AAA rules and the terms of this Agreement, the rules set forth in this Agreement govern. All disputes will be resolved by a single neutral arbitrator who is bound by these terms. The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve disputes arising out of the interpretation, applicability, enforceability or formation of these Terms, including claims that any of these terms are voidable.

5)      The Arbitrator and not any federal, state, or local court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to any claim that all or any part of this Agreement is void or voidable.

6)      Any arbitration must be held in Madison, Wisconsin. Wisconsin law applies. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

APPENDIX ‘A’

ACCEPTABLE USAGE POLICIES

This Appendix A covers the terms of access to the Services. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.

1.        Access to Services

1. Company may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend Customers’ access to the Services in the event of significant degradation of the Services, or at any time Company may deem necessary.
2. Company may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the Services from time to time.
3. Access to the Services is controlled by authentication information provided by Company. Company is not responsible for any action that takes place using this authentication information whether authorized or not.
4. Company is not responsible for any action in the Services by a Customer
5. Customer will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the Services including, without Limitation temporary / permanent slowdown of the Services, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the Services and architecture needed to continue operation thereof.
6. Customer will not send or cause the sending of repeated unreasonable network requests to the Services or establish repeated unreasonable connections to the Services. Company will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections.
7. Customer will take reasonable measures and precautions to ensure secrecy of authentication information.
8. Customer will take reasonable precautions to protect Data from misuse, unauthorized access or disclosure, alteration, or destruction.
9. Company shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.
10. Company shall not be liable for any damages due to downtime or interruption of Services for any duration and any cause whatsoever.
11. Company shall have the right to temporarily or permanently suspend access of a Customer to the Services if Company in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the Services, or learns of any possible misuse that has occurred, or will occur with respect to a Customer.
12. Company and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, Services.

2.        Terms of Usage of Services

1. Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates and Customers, either directly or indirectly, shall not use or permit use of the Services or an Order, directly or indirectly, in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose, or in a manner injurious to Company, Service Providers or their Resellers, Customers and Customers, or their reputation, including but not limited to the following activities:

1)   Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)

2)   Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)

3)   Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider

4)   Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses (“spamware”)

5)   Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software

6)   Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency or Company

7)   Impersonating another Customer or entity or an existing company/Customer/service or otherwise falsifying one’s identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said Customer or entity elsewhere

8)   Pointing to or otherwise directing traffic to, directly or indirectly, any material that, in the sole opinion of Company, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Company, to be threatening or obscene or inappropriate

9)   Engaging in or solicit illegal activities, or to conduct any other activity that infringes the rights of Company, Service Providers or any other third party

10)  Making foul or profane expressions, or impersonating another person with fraudulent or malicious intent, or to annoy, abuse, threaten, or harass that person

11)  Transmitting Unsolicited Commercial e-mail (UCE)

12)  Transmitting bulk e-mail

13)   Being listed, or, in our sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist

14)   Posting bulk Usenet/newsgroup articles

15)   Denial of Service attacks of any kind

16)   Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the Company in its sole discretion

17)   Copyright or trademark infringement

18)   Unlawful or illegal activities of any kind

19)   Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse)

20)   Causing lossage or creating service degradation for other Customers whether intentional or inadvertent.

21)   Distributing chain letters

22)   Sending large or multiple files or messages to a single recipient with malicious intent

23)   Cross-posting articles to an excessive number of, or inappropriate, newsgroups, forums, mailing lists or websites

24)   Phishing (identity theft), pharming, distribution of virus or malware, child pornography, Fast Flux techniques, running Botnet command and control, network attacks, money laundering schemes (Ponzi, Pyramid, Money Mule, etc.), or illegal distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription

25)    Referencing a provided service or an Order within a spam email

26)    Hosting, transmitting, providing, publishing, or storing illegal content, including but not limited to the following material, information, messages, data or images:

1. libelous or defamatory content
2. content that violates any privacy right
3. content which threatens physical harm or property damage
4. content which is obscene, pornographic, salacious, explicitly erotic or offensive
5. content that violates applicable intellectual property laws or regulations, including but not limited to, the transmission of copyrighted material or trade secrets and the infringement of patents and trademarks
6. content which violates any export, re-export or import laws and regulations of any jurisdiction
7. hacker programs or archives, “warez”, passwords or “cracks”
8. internet relay chat servers (“IRCs”) IRC bots
9. any content which Company in its sole discretion determines as illegal, unlawful, or otherwise inappropriate
10. Company in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.
11. Data in the Database cannot be used for any purpose other than those listed below, except if explicit written permission has been obtained from Company:

1)   To perform services contemplated under this agreement; and

2)   To communicate with Company on any matter pertaining to Company or its services

1. Data in the Database cannot specifically be used for any purpose listed below :

1)   Mass Mailing or SPAM; and

2)   Selling the data

APPENDIX ‘B’

CONFIDENTIALITY

Customer’s use and disclosure of Confidential Information is subject to the following terms and conditions:

1. With respect to the Confidential Information, the Customer agree that:

1)   The Customer shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from Company.

2)   The Customer shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Customer are a corporation, partnership, or similar entity, disclosure is permitted to the their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Customer shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and

3)   The Customer shall not modify or remove any confidentiality legends or copyright notices appearing on any Confidential Information of Company.

1. The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that:

1)   is disclosed with Company’s prior written approval; or

2)   is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or

3)   is known by the Customer prior to the time of disclosure in its integrated and aggregated form; or

4)   is independently developed  by the Customer without use of the Confidential Information; or

5)   is made generally available by Company without restriction on disclosure.

1. In the event the Customer is required by law, regulation or court order to disclose any of Company’s Confidential Information, the Customer will promptly notify Company in writing prior to making any such disclosure in order to facilitate Company seeking a protective order or other appropriate remedy from the proper authority, at the Customer’ expense. The Customer agree to cooperate with Company in seeking such order or other remedy. The Customer further agree that if Company is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.
2. In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer’ possession shall be immediately returned to Company or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to Company the Customer’s compliance with this provision.
3. The Customer shall provide full voluntary disclosure to Company of any and all unauthorized disclosures or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.
4. The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.
5. The Customer agrees that Company shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer.

APPENDIX ‘C’

PAYMENT TERMS AND CONDITIONS

1.        Advance Account

1. Prior to purchasing any Company Products, the Customer may maintain an Advance Account with Company.
2. When the Customer purchases Company Products, the Customer’s Advance Account balance is reduced as per the then current pricing of that Company Product as mentioned in the Customer Control Panel or on the Site or during the ordering process.
3. Company shall maintain a record of Customer’s Advance Account balance, which isaccessible by the Customer. If the Customer’s Advance Account balance is insufficient for processing any Order then that Order may not be processed.
4. The Advance Account will maintain the Customer Credit in both the Accounting Currency and Selling Currency of the Company’s choice. Company has the right to modify the currency at any time.
5. Any negative balance in the Customer’s Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 24 hours, Company has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise Company continues to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer’s Advance Account.
6. Company has the right to set-off any payment received from the Customer, or Sub-Customer, or Lower Tier Sub-Customer against any negative balance in the Customer’s Advance Account.
7. Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by Company at any time.

2.        Payment Terms

1. Company will accept payments from the Customer only by means specified in the Customer Control Panel
2. Company will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which Company may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Company’s Account. The exchange rate will be determined by Company through a reasonable source. The exchange rate determined by Company shall be undisputable.
3. It is the Customer’s responsibility to provide the Customer name to Company to be credited for the payment. The absence of the Customer name along with reasonable information will delay the corresponding credit to the Advance Account.

3.        Pricing Terms

1. All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding Company Product. This is excluding taxes, surcharges or any other costs.
2. Company may at any time change the price of any Company Product with reasonable notification to the Customer.

4.        Refunds and Reimbursement Terms

Fees for domain registrations are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled, or transferred prior to the end of your then current registration term.

1. The Company may, in its sole discretion, provide refunds in certain circumstances. Refunds may be in dollars, Bitcoins, or Company credit.
2. If for any reason a refund is granted, all charges applicable and a reasonable processing fees and network costs will be deducted from the amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process.
3. Refund amounts are based on the current U.S. dollar value of the Service. Your refund may be more or less Bitcoin depending on the exchange rate at the time of the refund.
4. Company will not be responsible for any differences in the reimbursement amount due to fluctuation in exchange. Company will determine in its sole discretion appropriate conversion rates for Bitcoin exchange.