Reseller Agreement

This is an Agreement between you (the “Reseller”) and Nameway®.  This agreement explains the basis upon which transactions between you, the Reseller, and Nameway® will take place and our responsibilities toward each other.
 
The Effective Date of this agreement shall be the date that Reseller completes Nameway® reseller signup process.
 
By entering into this Agreement, in addition to transactions entered into by Reseller on its own behalf, Reseller also agrees to be bound by the terms of this agreement for transactions entered into on its behalf by anyone acting as its Agent.  Reseller also agrees to be bound by the terms of this Agreement for transactions entered into by anyone who uses the account Reseller hereby establishes with Nameway®, whether or not the transactions were in Reseller’s behalf.
 
To complete the reseller signup process, Reseller must read this entire Agreement and agree to be bound by all the terms and conditions.  Reseller acknowledges that Nameway® is bound by an agreement between Registrars and the Internet Corporation for Assigned Names and Numbers ("ICANN").  Reseller agrees that Nameway® may modify this Agreement in order to comply with applicable laws and the terms and conditions set forth by ICANN.
 
The Registrar and Reseller agree as follows:
 
1. Services – Subject to the terms and conditions of this Agreement, Nameway® grants theReseller a non-exclusive, non-transferable license to resell the Services worldwide.
 
2. Price  - Subject to the terms and conditions of this Agreement, Reseller acknowledges that prices, discount rates and transaction fees are subject to change from time to time.
 
I. Nameway® will provide its services to the Reseller according to the Nameway® Price Catalog.

II. One-time $39.00 licensing fee.
 
III. Reseller authorizes Nameway® to charge each of its customers the dollar amounts designated by Reseller, up to the price ceilings set by Nameway®. Selection of services and setting of prices are done through the Reseller’s site administration tool.
 
IV Reseller acknowledges that the discount rate and transaction fee may change from time to time.
 
V. Fraudulent Transactions. Reseller agrees to hold Nameway® harmless and to indemnify Nameway® for and against transactions processed by Nameway® on behalf of Reseller that are fraudulent in nature.  These fraudulent transactions could result from, but are not limited to, misrepresentations in the domain registration or transfer process, or from the use of stolen or misappropriated credit cards.
 
Charge Backs - In the event of a credit card charge back, Nameway® will deduct the amount of the credit card charge from the Reseller. 
 
3. Refund Policy – Reseller and Reseller’s customers are not entitled to any refunds of Service transactions.
 
4. Term - This Agreement is in effect for an indefinite time from the Effective Date of this contract.  You agree that Nameway® may modify this agreement from time to time.  You agree to be bound by any changes Nameway® may reasonably make to this agreement when such changes become effective.  Should you elect to cancel your agreement with Nameway®, you will not receive a refund for any fees you may have paid to Nameway®. 
 
5. Termination – Either party may terminate this Agreement for a material breach of contract by the other party that has not been cured within 10 days.  Either party must notify the other of such material breach in writing.  Or, either party may terminate this Agreement with 30 days written notice. 
 
6. Restriction of Service; Right of Refusal -  Reseller agrees that Nameway®, in its sole discretion and without liability to Reseller, may terminate this Agreement for if Reseller is using found to be using Nameway® Services in association with unsolicited commercial email (“spam”) or 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 and/or foreign territories in which 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.  In the event Nameway® terminates this Agreement for spam or morally objectionable activities, no refund will be issued.
 
7. Privacy – Reseller agrees to be bound by the Privacy Policy of Nameway® in its dealings with customers and others and to post such Privacy Policy on Reseller’s home page.  Failure to comply with such Privacy policy will be deemed a material breach of this Agreement.
 
8. Marketing Rights – Nameway® and Nameway® related companies will not market to Reseller’s customers.
 
9. Technical Support – Nameway® will provide technical support to reseller. At reseller’s option, Nameway® will provide technical support to its customers.
 
10. Notices – Reseller agrees that all notices (except for notices concerning breach of this Agreement) from Nameway® to Reseller may be posted on our web site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with Nameway® or mailed first class postage to the postal address Reseller has on file with Nameway®.  In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from Reseller to Nameway® shall be made either by email, sent to the address we provide on our web site.
 
Delivery shall be deemed to have been made by Reseller to Nameway® five (5) days after the date sent.
 
11. No Solicitation – Reseller agrees that it will NOT approach Nameway®’s employees with proposals to hire them as its own employees or contractors.  If Reseller were to hire any of Nameway®’s employees, Reseller agrees to pay Nameway®for each employee hired the greater amount of three years salary for that employee as Reseller is to pay such employee.
 
12. Limited Liability – Nameway® shall not be liable under any circumstances for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this Agreement or the Domain Name Registration Services, or other services and products Reseller may choose, including but not limited to:  damages for lost profits, loss of use, lost data, loss of privacy, damages to third parties.  This limited liability clause shall apply even if Nameway® has been notified of the possibility of any claims.  In no event shall Nameway®’s maximum liability exceed the total amount paid by Reseller for the service or product.  Nameway®’s liability is limited to the extent permitted by law in states that do not allow the exclusion or limitation of liability for consequential or incidental damages.
 
13. Modification – This Agreement and its Attachments are subject to change.   Reseller will be notified of such changes as they occur via the email contact supplied during the reseller signup process, which may be modified using the Reseller’s site administration tool.
 
14. Assignment – Reseller may not assign its rights or duties under this Agreement to another without the express written consent of Nameway®, which will not be unreasonably withheld.  Nameway® may assign its rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement.
 
15. Severability  – The terms of this Agreement are severable.  If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible in line with the original intention of both parties of the Agreement.  The remaining terms and conditions of the Agreement will remain in full force and effect.
 
Reseller agrees to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
 
16. Entirety – This Agreement constitutes the entire understanding and contract between the parties and supersedes any an all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between the parties with respect to the subject matter herein.
 
Nothing in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parities hereto, to any person or entity other than such parties, unless so stated to the contrary.
 
Each of the parties, to this Agreement represents and warrants that it has full power to enter into this Agreement and hasn’t assigned, encumbered, or in any manner transferred all or any portion of the claims covered by this Agreement.