The Reseller acknowledges that LiquidNet Ltd. is a registrar bound by an agreement between LiquidNet Ltd. and the Internet Corporation for Assigned Names and Numbers ("ICANN"). The Reseller agrees that LiquidNet Ltd. may modify this Domain Reseller Registration Agreement in order to comply with applicable law and the terms and conditions set forth by ICANN and/or the Registry Administrator chosen by ICANN, as well as any registration rules or policies that may be published from time to time by LiquidNet Ltd.
WHEREAS, LiquidNet Ltd. is authorized to provide domain name registration and management services (the list of the applicable TLDs is mentioned in this document);
WHEREAS, the Reseller intends to provide domain registration and/or management and/or renewal and/or transfer services (the list of the applicable TLDs is mentioned in this document);
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, LiquidNet Ltd. and the Reseller, intending to be legally bound, hereby agree as follows:
"TLD" refers to .COM, .NET, .ORG, .BIZ, .INFO, .NAME, .MOBI, .PRO, .CO, .US, .CA, .UK, .AU, .EU, .ES, .RU, .DE, .BE, .IT, .IN, .WS, .ASIA, .ME, .NL, .FR, .CH, .SE, .CC, .TV, .CN, .TW, .NZ, .ZA, .PL, .IL, .JP, .AT, .NU and .MX.
"gTLD" refers to .COM, .NET, .ORG, .BIZ, .INFO, .NAME, .MOBI, .PRO and .ASIA.
"Domain Order" refers to an Order fulfilled by the Reseller through LiquidNet Ltd. under this Agreement.
"ICANN" is the Internet Corporation for Assigned Names and Numbers.
"Registrant" refers to the registrant/owner of a domain name.
"Registrar" refers to the Registrar of a domain name as shown in the Whois Record.
"Registry" refers to the entity that manages the registration of a given TLD.
"Whois Record" refers to the collection of all data elements of the domain name, specifically its Registrant Contact Information, Administrative Contact Information, Technical Contact Information, Billing Contact Information, Name Servers if any, its Creation and Expiry dates, its Registrar and its current status in the Registry.
RELATIONSHIPS
This Reseller Agreement is between LiquidNet Ltd. and the Reseller. We grant to the Reseller, a non-exclusive, non-transferable right to market and resell the services set out in this Agreement to third parties to whom the Reseller sells, or provides, the services (Registrant).
The Reseller agrees to indemnify and hold us fully harmless from any claims made against us by a Registrant based on the services we, or any party providing services through us, provides.
The term of this Domain Reseller Registration Agreement will remain in effect during the term of the domain name registration as selected, recorded and paid for at the time of registration or any renewal thereof by the Reseller’s Registrant.
The Reseller must agree that LiquidNet Ltd. shall not be bound by any representations made by third parties the Reseller may use to purchase Registration Services or other services from, and that any statements of a general nature, which may be posted on LiquidNet Ltd.'s web site or contained in LiquidNet Ltd.'s promotional materials, are for general information only and do not bind LiquidNet Ltd.
OBLIGATIONS OF THE RESELLER
The Reseller must ensure that the Registrant of each Domain Name must agree to be bound by the Domain Registration Agreement laid out by the Registrar of the Domain Name during the term of the domain name. The Reseller acknowledges that the Registrar has various rights and powers as mentioned in the Registrar's Domain Reseller Registration Agreement. The Reseller acknowledges and agrees that the Reseller shall indemnify LiquidNet Ltd. of, and shall be responsible for any liability resulting from Registrants' non-compliance with the Domain Registration Agreement.
The Reseller will not make any changes to any information associated with the Domain Name without explicit authorization from the Registrant of that Domain Name.
The Reseller must comply with all applicable terms and conditions, standards, policies, procedures, and practices laid down by ICANN, the Registrar and the Registry.
The Reseller may promote, distribute and market the Services using the trademarks, service marks or other designations that the Reseller deems appropriate. These marks may not infringe on, or denigrate, our marks or those of any other entity. The Reseller may not use, or register, our trademarks or copyrighted material. The Reseller may not display the ICANN or ICANN-accredited Registrar logo, nor may the Reseller in any way represent themselves as accredited by ICANN unless the Reseller has specific written authorization from ICANN to do so.
The Reseller will have sole responsibility for assuring compliance with the provisions of their contracts with Registrants, and for otherwise reasonably protecting our rights in the Services, including, but not limited to, our right to be free from abuse or misconduct by Registrants.
Any agreement with the Registrant shall include all provisions set out in the ICANN Registrar Accreditation Agreement, and any Consensus Policies that a registrar is required to include in their contracts with domain name registrants. The Reseller must also identify us as the sponsoring registrar, or provide some other method of identifying us. In addition, upon the Registrant's request, the Reseller must identify us as the registrar.
The Reseller shall ensure that the identity and contact information provided by the customer of any privacy or proxy registration service offered or made available by reseller in connection with each registration will be deposited with the Registrar or held in escrow or, alternatively, display a conspicuous notice to such customers at the time an election is made to utilize such privacy or proxy service that their data is not being escrowed. Where escrow is used, the escrow agreement will provide, at a minimum, that data will be released to the Registrar in the event the Reseller breaches the Domain Reseller Registration Agreement, and such breach is harmful to consumers or the public interest. In the event that ICANN makes available a program granting recognition to resellers that escrow privacy or proxy registration data as detailed above, and the Reseller meets any other criteria established by ICANN in accordance with its Bylaws, the Reseller shall be permitted to apply to ICANN for such recognition.
ICANN may establish a webpage containing information that must be provided to registrants. If this page is made available to us, and we are required to display a link to it, the Reseller will also be required to display a link to it. We agree to provide notice of this requirement to the Reseller.
The Reseller is required to comply with all of our reasonable requests to demonstrate compliance with this Agreement, our Registration Agreement, and any agreements or policies incorporated by reference. Should a site visit be required, the Reseller consents to such a visit.
RIGHTS OF LIQUIDNET LTD.
LiquidNet Ltd. and the Service Providers, in their sole discretion, expressly reserve the right to freeze, delete, suspend, deny, cancel, modify, take ownership of or transfer any Domain Name, in order to comply with any applicable Dispute policies, requests of law enforcement, or in compliance with any Court Orders, or if LiquidNet Ltd. or the Service Providers in their sole discretion determine that the information associated with the Domain Name is inaccurate, or has been tampered with, or has been modified without authorization, or if LiquidNet Ltd. or the Service Providers in their sole discretion determine that the Domain Name ownership should belong to another entity, or if the Reseller/Customer/Registrant does not comply with any applicable terms and conditions, standards, policies, procedures, and practices laid down by LiquidNet Ltd., the Service Providers, ICANN, the Registrar and the Registry.
LiquidNet Ltd. may also cancel the registration of a domain name, after thirty (30) days, if that name is being used in a way that violates LiquidNet Ltd.'s Acceptable Use Policy (“AUP”) or in morally objectionable activities. Morally objectionable activities will include, but not be limited to:
activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
activities prohibited by the laws of the United States as well as any foreign territories in which the Reseller conducts business;
activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable;
activities designed to impersonate the identity of a third party; and
activities designed to harm minors in any way.
The Reseller agrees that LiquidNet Ltd. and the Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates of LiquidNet Ltd. and the Service Providers, are not liable for loss or damages that may result from any of the above.
FEES AND PRICES
All fees payable hereunder are non-refundable even if the Registrant’s domain name registration is suspended, cancelled or transferred prior to the end of the current registration term. The Reseller agrees that the Registrant must (i) provide certain current, complete and accurate information as required by the registration process, and (ii) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information ("Account Information"). Both LiquidNet Ltd. and each registry reserves the right to terminate the domain name registration if: (i) information provided by the Registrant is false, inaccurate, incomplete, unreliable, misleading or otherwise secretive; or (ii) the Registrant has failed to maintain, update and keep their Account Information true, current, complete, accurate and reliable. The Reseller acknowledges that a breach of this Section 5 will constitute a material breach of the Domain Registration Agreement, which will entitle either LiquidNet Ltd. or a registry to terminate the Domain Registration Agreement immediately upon such breach without any refund and without notice to the Reseller.
LiquidNet Ltd. reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular Registration Services. These include, but are not limited to, customer service issues that cannot be handled through the Control Panel but require personal service, and disputes that require legal services. These charges will be billed in accordance with the Reseller’s applicable Agreement.
DOMAIN RESALE PRACTICES
When applicable, the Reseller agrees to inform the Registrant, who may be acquiring a domain name through the Reseller using the Registration Services, that they are in fact registering their domain name through LiquidNet Ltd. and that LiquidNet Ltd. is an ICANN-accredited registrar. The Reseller agrees not to represent that the Reseller is an ICANN-accredited registrar or that the Reseller is in any way providing superior access to the ICANN Domain Name Registry. The Reseller also agrees not to use the ICANN name, trademark or logo in any of the Reseller’s promotional materials, including the Reseller’s website.
The Reseller agrees to obtain each of their customers' acceptances of LiquidNet Ltd.'s then current Domain Registration Agreement, and to retain evidence of their acceptance for a period of not less than three (3) years. Should the Reseller requires that their customers accept additional terms and conditions that are not required by LiquidNet Ltd., the Reseller agrees that such additional terms and conditions shall not conflict with this Domain Registration Agreement and the policies and business procedures adopted by ICANN.
The Reseller agrees that LiquidNet Ltd. is not lending them access to their registrar connections or its registry access, nor will the Reseller be deemed to be a registrar in their own right. Furthermore, the Reseller agrees to not attempt to gain access to LiquidNet Ltd.'s registrar connections or registry access.
The Reseller agrees to provide complete, accurate and current data for each registrant to be added to a registry in accordance with ICANN requirements for inclusion in the Whois database. The Reseller agrees to provide their customers with adequate customer support, and to maintain contact with them with regard to providing a medium for them to communicate changes in the information they provided as part of the domain name registration process. Upon receiving corrected or updated information the Reseller will, within five (5) business days, provide such information to LiquidNet Ltd., using the Control Panel to update registration/holder records. The Reseller will retain copies of all communications between the Reseller and their customers and will upon request provide LiquidNet Ltd. copies of the same.
DOMAIN NAME RENEWALS
When the Registrant registers a domain name, they will not have the option to elect that the domain name be automatically renewed upon reaching the expiration date. The Registrant has the responsibility of logging into the Control Panel and manually implementing the renewal by the expiration date. The Registrant will receive a few reminders immediately prior to the expiration of their registration inviting them to renew their domain name. In this case, if the Registrant fails to manually implement the renewal in a timely manner the domain name will be cancelled and expire, and the Registrant will no longer have use of that name. LiquidNet Ltd. reserves the right to, at our discretion, elect to assume and renew the registration and may hold it for our own account, delete it or may sell it to a third party. The Registrant must acknowledge and agree that their right and interest in a domain name ceases upon its expiration and that any expired domain name may be made available for registration by a third party.
If LiquidNet Ltd. elects to renew the registration, the Registrant may be entitled to a “Renewal Grace Period” during which they may re-register the domain name. Additional fees may apply. During this Renewal Grace Period, we may cease resolve domain data and/or may revise the "Whois" registration records to include either our information or that of the Reseller.
The Reseller agrees that LiquidNet Ltd. will not be responsible for expired or cancelled domain name(s) that the Registrant fails to renew, either automatically or manually. In any case, if the Registrant fails to renew their domain name in a timely fashion, additional charges may apply.
If the Registrant does not reimburse LiquidNet Ltd. for the renewal during the Renewal Grace Period their domain name will be placed on Hold and flagged for deletion after which the Registrant will have a 30 day “Redemption Grace Period” during which they may pay LiquidNet Ltd. a Redemption fee according to the Agreement and redeem their domain name.
If the Registrant does not redeem their domain name prior to the end of the Redemption Grace Period LiquidNet Ltd. may, at its sole discretion, delete the domain name or transfer it to another registrant on their behalf. Renewal Grace Period and Redemption Grace Period are governed by terms and conditions applied by various registries, and the policies, rules and regulations stipulated by ICANN, and may not be applicable for all domain names.
USE AND DISCLOSURE OF INFORMATION
The Reseller agrees that for each domain name registered through the Reseller, the following information will be made publicly available in the Whois directory as determined by ICANN Policy and may be sold in bulk as set forth in the ICANN agreement:
the domain name being registered;
Registrant’s name and postal address (or, if different, that of the domain name holder);
the name, postal address, e-mail address, voice and fax numbers (if available) for administrative, billing and technical contacts;
the IP addresses for the name servers;
the corresponding names of the name servers; and
the original date of registration and expiration date.
The Reseller agrees that LiquidNet Ltd. will make domain name registration information the Registrant provides available to ICANN, to the registry administrators, law enforcement agencies and to other third parties as applicable. The Reseller further agrees that, to the extent permitted by ICANN, LiquidNet Ltd. may make use of the publicly available information the Registrant provided during the registration process. If the Reseller engages in the reselling of domain names, they agree to provide any individuals whose personal information the Reseller has obtained with information about the possible uses of their personal information pursuant to ICANN policy. The Reseller also agrees to obtain consent, and evidence of consent, from those individuals for such use of the personal information they provide.
BREACH OF THE DOMAIN RESELLER REGISTRATION AGREEMENT
The Reseller agrees that, in addition to other conditions set forth in this Domain Reseller Registration Agreement, their ability to use any of the Registration Services provided by LiquidNet Ltd. is subject to cancellation or suspension in the event there is an unresolved breach of this Domain Reseller Registration Agreement and/or suspension or cancellation is required by any policy now in effect or adopted later by ICANN.
The Reseller agrees that their failure to comply completely with the terms and conditions of this Domain Reseller Registration Agreement and any LiquidNet Ltd. rule or policy may be considered by LiquidNet Ltd. to be a material breach of this Domain Reseller Registration Agreement and that LiquidNet Ltd. may provide the Reseller with notice of such breach either in writing or electronically (i.e. e-mail, bulletin or support ticket in the Control Panel etc.). In the event the Reseller does not provide LiquidNet Ltd. with material evidence that they have not breached their obligations to LiquidNet Ltd. within ten (10) business days of such notice, LiquidNet Ltd. may terminate its relationship with the Reseller and take any remedial action available to LiquidNet Ltd. under the applicable laws. Such remedial action may be implemented without notice to the Reseller and may include, but is not limited to, cancelling the registration of any of the Reseller’s domain name(s) and discontinuing any Registration Services provided by LiquidNet Ltd. to the Reseller. No fees will be refunded to the Reseller should this Domain Reseller Registration Agreement be cancelled or Registration Services or other services be discontinued because of a breach.
LiquidNet Ltd.'s failure to act upon or notify the Reseller of any event, which may constitute a breach, shall not relieve the Reseller from or excuse the Reseller of the fact that the Reseller has committed a breach.
DISPUTE RESOLUTION POLICY
The Reseller agrees to be bound by ICANN’s Uniform Domain Name Dispute Resolution Policy, when applicable. This policy is incorporated and hereby made a part of the Domain Registration Agreement.
If the registration or reservation of a domain name is challenged by a third party, the Reseller agrees that the Registrant will be subject to the provisions specified in the specific dispute resolution policy adopted by the applicable registry. The Reseller agrees that in the event a domain name dispute arises with any third party, the Reseller will indemnify and hold LiquidNet Ltd. harmless pursuant to the terms and conditions contained in the applicable policy.
The Reseller also agrees that if LiquidNet Ltd. is notified that a complaint has been filed with a governmental, judicial or administrative body regarding a domain name registered through the Reseller, LiquidNet Ltd. may, at its sole discretion, suspend the Registrant’s ability to use the domain name and may take whatever action LiquidNet Ltd. deems necessary regarding further modification, assignment of and/or control of the domain name deemed necessary to comply with the actions or requirements of the governmental, administrative or judicial body until: (i) LiquidNet Ltd. is directed to do so by the judicial or administrative body, or (ii) LiquidNet Ltd. receives notification by the Registrant and the other party contesting the domain that the dispute has been settled. Furthermore, the Reseller agrees that if the Registrant is subject to litigation regarding the registration or use of the domain name, LiquidNet Ltd. may deposit control of the Registrant’s registration record into the registry of the judicial body by supplying a party with a registrar certificate from LiquidNet Ltd. As relates to the preceding event, the Reseller and the Registrant agree to hold LiquidNet Ltd. harmless for any action or inaction taken by LiquidNet Ltd.
LIMITATION OF LIABILITY
LiquidNet Ltd. and its directors, employees, affiliates, contractors, subsidiaries, agents and third-party providers, ICANN and the applicable registries shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use of or inability to use any of LiquidNet Ltd.'s Registration Services or for the cost of obtaining substitute services. Because certain States do not permit the limitation or elimination of liability for certain types of damage, LiquidNet Ltd.'s liability shall be limited to the maximum extent permitted by applicable law. LiquidNet Ltd. disclaims any loss or liability resulting from:
access delays or access interruptions;
data non-delivery or mis-delivery between the Registrant and LiquidNet Ltd.;
events beyond LiquidNet Ltd.'s control (i.e. force majeure);
the loss of registration or processing of a domain name(s) or the use of a domain name(s);
the failure for whatever reason to renew a domain name registration;
the unauthorized use of the Registrant’s account with LiquidNet Ltd. or any of services provided to the Registrant by LiquidNet Ltd.;
errors, omissions or misstatements;
deletion of, failure to store, or failure to process or act upon e-mail messages;
processing of updated information to the Registrant’s registration record;
errors taking place with regard to the processing of Registrant’s application;
application of LiquidNet Ltd.'s Dispute Resolution Policy set forth above in Section 10;
any act or omission caused by Registrant; and
interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if LiquidNet Ltd. has been advised of the possibility of such damages.
INDEMNITY
The Reseller and the Registrant agree to release, defend, indemnify and hold harmless LiquidNet Ltd. and its contractors, agents, employees, officers, directors, shareholders, affiliates, ICANN, the applicable registries and their respective directors, officers, employees, agents and affiliates from and against all liability, claims, expenses, any losses, damages or costs, including attorney's fees, resulting from any claim, action, proceeding suit or demand arising out of or related to the Reseller’s (including the Reseller’s agents, affiliates or anyone using the Reseller’s account with LiquidNet Ltd. whether or not on the Reseller’s behalf, and whether or not with the Reseller’s permission) use of the Registration Services provided by LiquidNet Ltd. Should LiquidNet Ltd. be notified of a pending lawsuit, or receive notice of the filing of a lawsuit, LiquidNet Ltd. may seek a written confirmation from the Reseller concerning their obligation to indemnify LiquidNet Ltd.
DISCLAIMER OF WARRANTIES
LiquidNet Ltd. 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. LiquidNet Ltd. makes no warranty that the Registration Services or its other services will meet the Registrant’s requirements, or that the services will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. LiquidNet Ltd. does not warrant or make any representations regarding the use or the results of the use of any of the Registration Services or other services it provides, in terms of their correctness, accuracy, reliability, or otherwise.
SEVERABILITY; ENTIRETY
The Reseller agrees that the terms of this Domain Reseller Registration Agreement are severable. If any part of this Domain Reseller Registration Agreement is determined to be unenforceable or invalid, that part of the contract will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Domain Reseller Registration Agreement.
The remaining terms and conditions of the Domain Reseller Registration Agreement will remain in full force and effect.
The Reseller agrees that the Domain Reseller Registration Agreement, including the policies it refers to, constitutes the complete and only contract between the Reseller and LiquidNet Ltd. regarding the Registration Services contemplated herein.
NOTICES
The Reseller agrees that, with the exception of notices concerning breach of this Domain Reseller Registration Agreement, all notices from LiquidNet Ltd. to the Reseller may be posted in the Control Panel or sent to the e-mail address the Reseller has registered with LiquidNet Ltd., and will be deemed validly and effectively given on the date of such communication, if such date is a business day, otherwise it will be deemed to have been delivered on the next business day. Notices concerning breach will be sent either to the e-mail address the Reseller has registered with LiquidNet Ltd. or mailed first class postage to the postal address of the Reseller account. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from the Reseller to LiquidNet Ltd. shall be made by Support Ticket in the Control Panel, by e-mail sent to the address we provide on our web site, or first class mail to our address as set forth in the Agreement.
Delivery shall be deemed to have been made by the Reseller to LiquidNet Ltd. on the actual date of receipt.
PROVISIONS SPECIFIC TO ALL REGISTRY-ACCREDITED REGISTRATIONS
The Reseller agrees that the Registrant will be bound by the rules, policies, and agreements of each Registry from which the Reseller requests a domain name registration, which may include, but are not limited to, Top Level Domain Registries and Second Level Domain Registries.
Provisions Specific to .COM and .NET Registrations. Indemnification.
The Reseller agrees agrees to indemnify, defend and hold harmless the .COM and .NET Registry, 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 the Registered Name holder's domain name registration.
Provisions Specific to .ORG Registrations. Indemnification.
The Reseller agrees to indemnify, defend and hold harmless the .ORG Registry, Public Interest Registry Co., 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 the Registered Name holder's domain name registration.
Provisions Specific to .INFO Registrations. Indemnification.
The Reseller agrees to indemnify, defend and hold harmless the .INFO Registry, Afilias Limited, 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 the Registered Name holder's domain name registration.
Provisions Specific to .US and .BIZ Registrations. Indemnification.
The Reseller agrees to indemnify, defend and hold harmless the .US and .BIZ Registries, NeuStar, Inc. and NeuLevel, Inc., and their 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 the Registered Name holder's domain name registration.
Provisions Specific to .UK Registrations. Indemnification.
The Reseller agrees to indemnify, defend and hold harmless the .UK Registry, Nominet UK, 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 the Registered Name holder's domain name registration.
Provisions Specific to .EU Registrations. Indemnification.
The Reseller agrees to indemnify, defend and hold harmless the .EU Registry, European Registry for Internet Domains (EURid), 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 the Registered Name holder's domain name registration. The Reseller further agrees to be bound by the .EU Terms and Conditions and the .EU Registration Policy, both to be found at the .EU Domain Names page managed directly by EURid.