Terms of Services
This Reseller Agreement (“RSA” or the “Agreement”) is dated September 25, 2015 (the “Effective Date”) and is entered into by Freshspot Hosting. (“Freshspot”), registered at Suite 209 Mercury House, and ………………………………..(“Reseller”) (collectively, Freshspot and the Reseller shall be referred to as the “Parties”).
1.1 Freshspot offers registrar services for the registration of domains under various top level domains (TLD) and various registries for registration of domains. A list of all Freshspot domain services offered are shown at Annex 1 that is incorporated herein (“the Services”).
1.2 The Reseller is not accredited in its own right and therefore intends to act as Reseller to register and maintain domains through Freshspot on behalf of the registered domain name holders (“Registrants”).
- Reselling the Services
2.1 Subject to the terms and conditions of this RSA, Freshspot grants the Reseller a non-exclusive, non-transferable license to resell the Services worldwide. Certain of the Services are offered only subject to additional terms and conditions which are available at www.freshspot.co.zw. To resell these Services, the Reseller and each of the Reseller‘s end customers purchasing these Services must agree to these additional terms and conditions as they may be updated from time to time. The Reseller agrees to indemnify and hold harmless Freshspot for any failure by the Reseller to obtain the consent of any customer to these additional terms and conditions. The Services do not include other services which are not made available by Freshspot, or its third party licensors.
2.2 If this RSA is terminated or the Reseller stops selling the Services, or this RSA is terminated by Freshspot for any other reason, Freshspot may, but is not obligated to assume direct control over any of the Reseller’s customers. Therefore the Reseller hereby consents to the assignment of his customers ́ contracts to Freshspot in case the RSA is terminated by Freshspot for any reason, especially but not concluding if (i) the Reseller is in material breach to the RSA or (ii) the Reseller does not react in a timely manner to any notice from Freshspot. The Reseller will oblige his customers to consent to this assignment of contracts in his customer contracts.
The Reseller is responsible for providing customer service, billing, and technical support to its customers. Freshspot will provide First Level telephone and/or email support to the Reseller 24 hours, 7 days per week, 365 days per year. Freshspot may, but is not obligated to, provide support directly to the Reseller ́s customers. If Freshspot receives communications from Registrants or from third-parties regarding Services provided by the Reseller, Freshspot will, where appropriate, forward such communications to the Reseller at Freshspot’s sole discretion for further action; however, Freshspot reserves the right to respond to such communications directly. If Freshspot determines that the Reseller is providing inadequate support to its customers (resulting in, for example, an excessive number of support calls directly from the Reseller ́s customers), the Reseller will be in breach of this RSA and Freshspot may terminate this RSA.
- Licensed Use Technology
4.1 The Services may be accessed through the application programming interface, of either party, the Reseller’s account with Freshspot, websites created by the Reseller or by Freshspot means and technologies which the Reseller or Freshspot makes available through its websites or downloads (collectively, the “Technology”).
Either Party shall not create, apply for, or otherwise procure any rights in any Trademarks or any patent or copyright interest in the Technology and any derivative thereof (“IP Interest”) which IP Interest would block, impede, or make more expensive the other Parties continued use and enjoyment of the Technology. If either Party breaches the provisions of this Section, any IP Interests created thereby shall be assigned to the nonbreaching Party at the point they are fixed in tangible form. The Parties agree to execute any documents necessary to affect an assignment of any such IP Interests to the other party without compensation.
- ZiSPA Obligations
5.1 Pursuant to the Registrar Accreditation Agreement with ZISPA (a current version of which can be found at www.zispa.org.zw the Reseller must comply with the following terms in order to use the Services:
- The Reseller must on its website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities and shall not take any action inconsistent with the RAA or applicable law.
- Restrictions on Use of Services
- The transmission of unsolicited email (spam);
- Repetitive, high volume inquires or other excessive use or abuse of the Services or Technology;
- Any activity which results in Freshspot’s IP addresses being reported to spam blocking organizations or other organizations which attempt to police or monitor abuse of the Internet;
- Any illegal, dishonest, deceptive or unfair trade practices;
- Any use which fails to abide by customary industry acceptable use policies or any applicable laws.
In addition to any other right to terminate set forth in this RSA, Freshspot specifically has the right to immediately terminate this RSA, without notice or right to cure, in the event that the Reseller violates any terms found in this Section 6. Section 2.3 shall be applicable in this situation.
- Additional Reseller obligations
7.1 The Reseller is obliged to record correctly and completely and transmit to Freshspot Hosting all required data pertaining to the designated domain holder, administrative contact (Admin-C) and technical contact (Tech-C). This includes the following information: The full legal name and postal address, email address, telephone number and fax number if available of the Registrant (the domain owner/holder), even if a Private Whois (Domain Privacy) service is used; name of authorized person for contact purposes in the case of an Registered Name Holder that is an organization, association, or corporation.
7.2 The Reseller administers the respective domain on behalf of the Registrant. Administration of a domain comprises update of domain name data, including name servers, deletions of registered domains, and performance of changes in or provider.
- The Reseller also acts in the name of the Registrant in the case of every notice given to the registrar pertaining to a domain, i.e. for registrations, renewals, transfers, changes in domain-related data, and change of Registrant.
- The Reseller shall process all the registrar’s queries, orders and notices without delay and if applicable forward them to the Registrant. Where the Reseller is obliged to comply with the deadlines provided by the registration conditions of the respective Registry as well as those of the Registrar.
- The Reseller is obliged to subject its customers to the terms of Services. This applies in particular to duties arising from the registry’s registration guidelines (registration policies, Whois and privacy policies, etc.). Accordingly the Reseller assures that all orders for domain registration by its customers are performed with knowledge and acceptance of the corresponding registration guidelines.
- The Reseller must transmit its email address to the registrar and be reachable under this at any time.
During the term of this RSA and for five (5) year thereafter, each Party must treat the other Party’s Confidential Information as confidential, and must not use such Confidential Information except as expressly permitted under this RSA. Each Party shall take reasonable measures to prevent the disclosure and unauthorized use of the Confidential Information of the other Party; which shall be no less than the same degree of care that such Party uses to protect its own like information.
- Suspension or Termination of the Services
In addition to any other rights or remedies of Freshspot Hosting reserves the right to suspend performance of the Services or to preclude use of or access to the Technology in the event of an unresolved breach of this RSA or suspension or cancellation is required by any policy now in effect or later adopted by ZISPA.
12.1 Upon at least ninety (90) days written notice (including notice via email), either Party may terminate this RSA.
12.2 The right of the parties to termination without cause remains unaffected. Default for termination is deemed given, if:
- the Reseller is in default of payment of the agreed payment for the Services and, no payment has been received;
- the Reseller violates the registry’s registration terms, these conditions or statutory regulations and repeats the violation, even after warning has been issued by FRESHSPOT ;
- the Reseller violates the Registrar’s duties arising under the 2013 Registrar Accreditation Agreement; or
- FRESHSPOT determines, in its sole discretion, that the Reseller, its customers have failed to comply with any term or condition of this RSA, or that its use of the Services presents an unreasonable risk of harm to FRESHSPOT or its affiliates, the Service, other users, or members of the general public.
12.3 Termination/ cancellation of individual orders for domain administration require that the Reseller cause the deletion of the domain or transfer of the domain to another provider, no later than by expiry of the contract term.
12.4 In the case of domain deletion, the Reseller is to ensure compliance with all the requirements for the deletion according to the registration conditions of the respective registry. If the deletion is not possible for technical reasons for which the Reseller or the domain holder are responsible, the termination/ cancellation is void and the domain administration order is extended.
If the Reseller is in default of payment for one or more domains, FRESHSPOT, after issuing a payment demand with 30 days deadline, is entitled to immediate termination/ cancellation of the individual administration orders for the corresponding domain and to delete it.
- Limitation of Liability
THE RESELLER AGREES THAT FRESHSPOT AND THE INDEMNIFIED PARTIES, AS DEFINED IN SECTION 13 OF THIS AGREEMENT, WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING: (i) SUSPENSION OR LOSS OF THE REGISTERED NAME ACQUIRED PURSUANT TO THIS AGREEMENT FOR ANY REASON; (ii) USE OF THE REGISTERED NAME BY THE RESELLER OR OTHERS, WHETHER OR NOT AUTHORIZED BY THE RESELLER TO HAVE SUCH USE; (iii) INTERRUPTION OF BUSINESS; (iv) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS OR ACCESS INTERRUPTIONS TO FRESHSPOT ’s WEBSITE(S) ACCESS TO OBTAIN THE REGISTRAR SERVICES; (v) DATA NON- DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (vi) EVENTS BEYOND FRESHSPOT ‘S OR ANY OF SUCH INDEMNIFIED PARTIES’ REASONABLE CONTROL; (vii) THE PROCESSING OF ANY REGISTERED NAME; (viii) ANY FAILURES OF ENCRYPTION OR OTHER SERVICES PROVIDED; (ix) APPLICATION OF THE DISPUTE POLICY; OR (x) ANY LOSS OR DAMAGES THAT MAY RESULT FROM TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 12. FRESHSPOT AND THE INDEMNIFIED PARTIES ALSO WILL NOT BE LIABLE FOR 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 FRESHSPOT OR ANY OF SUCH INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FRESHSPOT ‘S OR ANY OF SUCH INDEMNIFIED PARTIES’ MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID FOR THE REGISTRATION OF THE REGISTERED NAME THAT IS AT ISSUE FOR THE THEN-CURRENT PERIOD OF REGISTRATION.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below.
Dated: September 25, 2015
I ………………………………………………. of …………………………………….. Pvt Ltd domiciled in ………………………. (City) of ………………………………………. (Address) do hereby confirm that I have read and accept the terms of service in this document.
Signed ………………………….. at ………………………Date ………………………………..