Domain
name Registration Agreement
Registering
the Domain Name, you agree to be bound by all of terms and conditions
of this Registration Agreement, the appropriate dispute policies
referred to in this Agreement and any rules or policies that are or
may be published by Neonic OY
and the Internet Corporation for Assigned Names and Numbers
(hereinafter – “ICANN”).
Following
are the terms used in this Registration agreement including its
preamble and all attachments hereto:
“Agreement”
means this Domain name Registration Agreement which governs the
relationship between the Registrar and the Client except to Resellers
as those defined here below and for whom the special terms and
conditions shall apply
“You”
or “Client” means the individual or legal entity registering the
Domain Name or Domain Names;
“Registrar”
means Neonic OY;
“Domain
Name” means the domain name (-s) _____ you applied for to be as
follows:
______________
“Effective date”
means the date of domain name registration or (if differs) the date
upon which the Client has been provided by the Registrar with the
password to let him manage and administer his Domain name (-s);
“Reseller”
means professional actor on the domain names market, being a
commercial entity or natural person (entrepreneur), which carries out
as a substantial part of his commercial activity the registration of
the domain names including generic or descriptive terms and/or word
or terms which at the best knowledge on the moment of their
registration do not conflict with any exclusive or competing rights
of the third parties which prima facie legitimizes the commercial use
of such domain named in order to extract the profit thereof by any
ways consistent with the applicable laws and ICANN rules and
regulations. Any Client who falls within the
criteria of Reseller’s status, specified herein is entitled to
enter into or may be considered as having concluded the Domain name
Registration Agreement for Resellers in form and substance identical
to the sample which can be found below;
1.
Scope of performance.
Registrar
grants services with regards of the registration of the Domain Name,
i.e. inclusion of the Domain Name in the appropriate domain
name Registry.
After
the registration process is completed Client becomes owner of all the
rights on the Domain Name and bears responsibility before Registrar
for fulfillment of all the terms of this Agreement as well as before
the third parties with regards of the registration of the Domain
Name. If Client acts through its agent Client is however the party of
this Agreement.
Registrar
is not bound to accept this Agreement. Domain Name must meet syntax
rules established by ICANN, Registry and effective standards.
2.
Required Domain Name registration information;
2.1.
In accordance with ICANN Policies, Client is required to submit and
keep current the following information:
Client's
name and postal address;
Domain Name being
requested;
administrative
contact information, including the name, postal address, e-mail
address, voice telephone number, and where available, fax number of
the administrative contact, technical contact, zone
contact for the Domain Name;
billing
contact information, including the name, postal address, e-mail
address, voice telephone number, and where available, fax number of
the billing contact for the Domain Name.
IP
addresses of the primary nameserver and any secondary nameservers
for the Domain Name;
corresponding
names of those nameservers;
information
regarding all other activity regarding Domain Name registration
and related services.
2.3.
As a condition to continued registration Client must keep the
registration information current, complete and accurate. Client
may access Client’s registration information to review, modify or
update such registration information, by accessing Registrar's domain
manager service, or similar service, made available at Registrar’s
Web site. In accordance with ICANN policies, Client acknowledges and
agrees that if it willfully provides inaccurate information or fails
to update it promptly will constitute a material breach of this
Agreement and may result in the cancellation of the Domain Name
registration.
2.4.
Upon renewal of the Domain Name registration, the type of information
Client is required to provide may have changed. If Client does not
wish to provide the new required information, the Domain Name
registration may not be renewed.
3.
Fees.
3.1.
As consideration for the Domain Name registration service provided by
Registrar, Client agrees to pay Registrar prior to the effectiveness
of the desired Domain Name registration, all registration and other
applicable fees. Except as provided herein, all fees are
non-refundable, in whole or in part, even if Client’s Domain Name
registration is suspended, cancelled or transferred prior to the end
of Client’s then current registration term.
3.2.
Registrar reserves the right to modify fees, surcharges, and renewal
fees or to institute new fees at any time, for any reason, at its
sole discretion. The renewed fees are not applicable to the
services already rendered at the moment of change.
3.3. In case of
non-payment or incorrect payment of Registrar’s services including
but not limited to incomplete payment, payment without necessary
requisites or by mean that is not agreed by Registrar services will
not be rendered by Registrar.
3.4.
In case of non-payment of Domain Name renewal Registrar has right to
suspend registration of Domain Name until the appropriate payment is
realized. After expiration of three days from the suspension
of Domain Name registration Registrar has right to terminate this
Agreement and cancel registration of Domain Name without prior
consent and payment of refund to Client.
3.5. Client can choose
one of the following tariff plans;
“Basic”,
which includes 3 years of up to 3 domain(-s) renewal or alternatively
10 Years of 1 domain renewal
“Hot-line
support”, which includes 5 years of
up to 3 domain names renewal or alternatively - 1 domain name renewal
for the period of 10 years;
“Optimal”,
which includes:
- 5 years
of up to 3 domain names renewal or alternatively - 3 domain names
renewal for 10 years period;
- domain name status
monitoring services;
- insurance of the domain name (-s) against
unauthorized transfer (anti-theft insurance) in favor of the Client
(“insured person”) to be provided at the expense of the
Registrar;
3.6. The total amount
of registration and maintenance fees to be collected by the Registrar
shall vary depending on the tariff plan, selected by the Client and
shall not in any event exceed the following aggregate sums to be paid
by the Client;
3.6.1. 200
USD per annum (applicable taxes and stamp duties not included and
to be paid additionally) – as a consideration for “Basic”
tariff plan;
3.6.2. 250
USD per annum (applicable taxes and stamp duties not included and
to be paid additionally) – as a consideration for “Hot-line
support” tariff plan;
3.6.3. 700
USD per annum (applicable taxes and stamp duties not included and
to be paid additionally) – as a consideration for “Optimal”
tariff plan;
3.7. In case if the
Client failed to select one of the tariff plans, set forth in Cl.
3.6. here above upon the Effective date or no later than 15 (fifteen)
business days after the enactment of the relevant amendments to this
Agreement the “Basic” tariff plan shall apply until the Registrar
would be instructed otherwise, provided that the Client would be
entitled to change the tariff plan not early than 6 (six) months
after the Effective date or after the expiration of the 15 (fifteen)
days period, specified here above.
4.
Term and termination.
4.1. The term of this
Agreement is from the Effective Date to the day that this Agreement
ends through any of the following means: (a) Client’s Domain Name
registration is cancelled; (b) Client’s Domain Name is actually
transferred to a third party; or (c) Client’s Domain Name expires
or is terminated (collectively, "Termination").
4.2.
Client acknowledges and agrees that the Domain Name registration is
subject to suspension, cancellation or transfer (cancellation or
transfer collectively referred to as, "Cancellation") (a)
to correct mistakes by Registrar, another registrar, or a Registry
Administrator in administering the name or (b) for the resolution of
disputes concerning the Domain Name pursuant to an ICANN policy or
procedure. Client also agrees that Registrar shall have the
right in its sole discretion to suspend, cancel, transfer or
otherwise modify the Domain Name registration upon up to seven (7)
calendar days prior notice and after such time as Registrar receives
a properly authenticated order from a court of competent
jurisdiction, or arbitration award, requiring the suspension,
cancellation, transfer or modification of the Domain Name
registration.
4.3.
Registrar reserves the right to suspend, cancel, transfer or modify
the Domain Name registration if: (a) Client materially breaches this
Agreement (including the Dispute Policy) and do not cure such breach
within ten (10) days of notice by Registrar; (b) Client uses the
Domain Name in connection with unlawful activity; or (c) Client
violates this Agreement.
5.
Indemnity and liabilities of the Parties
5.1. Client will
indemnify, hold harmless, and defend Registrar and its subsidiary and
parent entities, predecessors, successors, affiliates, and assigns,
and all of their respective current and former officers, directors,
members, shareholders, agents, and employees from any and all claims,
actions, causes of action, suits, proceedings, claims, or demands of
any third party, which arises out of: (a) Client’s breach of this
Agreement or any of Registrar's policies applicable to this Domain
Name registration or related services, (b) the operation of Client’s
Domain Name in any manner inconsistent with this Agreement or any of
Registrar's policies applicable to this Domain Name registration or
related services, (c) any negligent act or omission by Client, or (d)
any third party claim, action, or demand related to the registration
or use of the Domain Name registered in Client’s name.
5.2.
Client agrees to indemnify, defend, and hold harmless ICANN, Registry
Operator(s) and their respective subcontractors, shareholders,
directors, officers, employees, affiliates and agents from and
against any and all claims, damages, liabilities, costs and expenses,
including reasonable attorneys' fees and costs and any other expenses
arising out of or related to the Domain Name registration and any
disputes regarding same. This indemnification obligation shall
survive the termination or expiration of the registration agreement.
5.3.
Client agrees that Registrar will not be liable for any of the
following: (a) suspension or loss of the Domain Name registration in
Client’s name; (b) use of the Domain Name registration by Client or
others, whether or not authorized by Client to have such use; (c)
interruption of business; (d) access delays, denial of service
attacks or access interruptions to this site or the web site(s)
access by the Domain Name registered in Client’s name; (e) data
non-delivery, mis-delivery, corruption, destruction or other
modification; (f) events beyond Client’s reasonable control; (g)
the processing of the application; (h) application of the dispute
policy; (i) loss or liability resulting from acts of God; (j) loss or
liability resulting from errors, omissions, or misstatements in any
and all information or services(s) provided
under this Agreement; or (k) Registrar also will not be liable for
any indirect, special, incidental, or consequent damages of any kind
(including lost profits) regardless of the form of action whether in
contract or otherwise, even if Registrar has been advised of the
possibility of such damages. In no event shall Registrar’s
maximum aggregate liability exceed the total amount paid by Client
for registration of the Domain Name that is at issue.
Should this Agreement
or a dispute policy be amended in such a manner that Client does not
accept or agree to, Client’s sole remedy will be to cancel Domain
Name registration or to request for Domain Name transfer.
5.4.
Client agrees and understands that Registrar does not control all
aspects of the Domain Name registration process. Registrar
disclaims, and Client agrees that Registrar is not liable for any
inaccuracies regarding the registration information relating to (i)
the input of the information by Client; and (ii) the input of the
information by the Registry Administrators. Registrar will not be
held liable, nor refund the Domain Name registration due to spelling
errors/typos.
6.
Warranty disclaimer.
Except
for the representation that Registrar is an ICANN-approved domain
name registrar, Registrar makes no representations or warranties of
any kind whatsoever, expressed or implied, in connection with this
Agreement or its Domain Name registration services.
7.
Dispute resolution policy.
Client agrees to be bound by the appropriate
domain dispute resolution policy ("Dispute Policy")
applicable to the Domain Name that Client has selected. The
Dispute Policies are hereby incorporated and made a part of this
Agreement by reference. Certain disputes, as specified in the
applicable Dispute Policy, are subject to that Policy. The Dispute
Policy may be modified at any time by the applicable Registry
Administrator(s) and Client’s continued use of the Domain Name
registered after any such Dispute Policy modification shall
constitute Client’s acceptance of the modified Dispute Policy and
this Agreement.
8.
Amicable Resolution
8.1. If at any time any
dispute would arise out of this Agreement including its conclusion,
validity and/or implementation between the Parties (“Contractual
dispute”), then either Party shall serve a written notice on the
other Party, setting out the grounds for such contractual dispute.
8.2. The Parties record
their intention to resolve any contractual dispute amicably but if
they are unable to do so within 15 Business Days, either Party may
refer the dispute to the relevant authority or to arbitration in
accordance with the provisions of ICANN regulations and/or applicable
law.
8.3. Failure by either
Party to abide by the procedure of amicable settlement stated herein
shall constitute a material breach of this Agreement.
9.
Additional terms.
9.1.
ICANN requires that this Agreement must be modified immediately to
reflect any and all changes required by ICANN. Thus, this Agreement
may be modified at any time to reflect changes in ICANN'S policies.
Further, except as otherwise provided in this Agreement, Client
agrees, during the term of this Agreement, that Registrar may: (1)
revise the terms and conditions of this Agreement; and/or (2) change
part of the services provided under this Agreement at any time. Any
such revision or change will be binding and effective immediately
upon posting of the revised Agreement or change to the service(s) on
Registrar's Web sites, or upon notification to Client by e-mail.
9.2.
Except as otherwise set forth in the Dispute Policy with respect to
disputes, this Agreement, this Agreement shall be governed by the
laws of the Russian Federation except to the disputes regarding the
formation of the Agreement which should be governed by the laws of
USA including but not limited to the Restatement (Second) of
Contracts. Except as otherwise set forth in the Dispute Policy
with respect to disputes, any action to enforce this Agreement or any
matter relating to Client’s use of the Domain Name shall be brought
exclusively in the competent court of the USA.
9.3. Client agrees that
any notices required to be given under this Agreement by Registrar
will be deemed to have been given if delivered in accordance with the
contact information Client has provided.
9.4. Nothing contained
in this Agreement shall be construed as creating any agency,
partnership, or other form of joint enterprise between the Parties.
9.5. The failure by
Registrar to require performance of any provision hereof shall not
affect the full right to require such performance at any time
thereafter; nor shall the waiver by Registrar of a breach of any
provision hereof be taken or held to be a waiver of the provision
itself.
9.6. In the event that
any provision of this Agreement shall be unenforceable or invalid
under any applicable law or be so held by applicable court decision,
such unenforceability or invalidity shall not render this Agreement
unenforceable or invalid as a whole.
9.7. This Agreement,
and the attachments and documents referenced herein, including but
not limited to the Dispute Policy (as modified from time to time),
constitute the complete and exclusive agreement between the Parties,
and supersede and govern all prior proposals, agreements, or other
communications.
9.8.
Client agrees that prior to transferring ownership of his Domain name
to another person (the "Transferee") the Client shall
require the Transferee to agree, in writing to be bound by all the
terms and conditions of this Agreement. If the Transferee
fails to be bound in a reasonable fashion (as determined by us in our
sole discretion) to the terms and conditions in this Agreement and to
provide his prior written undertaking to that effect to the
Registrar, any such transfer will be null and void and the Client
would still be deemed to retain his registration of the Domain name
within the Registrar as if no transfer of ownership occurred. The
failure by the Client to require the Transferee to provide the
undertaking to be bound by all the terms and conditions of this
Agreement shall constitute the material breach of this Agreement and
would entitle the Registrar to collect the penalties and seek the
compensation of the damages from the Client.
9.9.
This Agreement may be assigned by Registrar without Client’s
consent. Client may not assign this Agreement (and the related
Domain Name registration) without meeting the formal requirements,
stated in cl. 9.8 of this Agreement.
Domain name Registration Agreement for Resellers.
Registering
the Domain Name, you agree to be bound by all of terms and conditions
of this Registration Agreement, the appropriate dispute policies
referred to in this Agreement and any rules or policies that
are or may be published by Neonic OY
and the Internet Corporation for Assigned Names and Numbers
(hereinafter – “ICANN”).
Following
are the terms used in this Registration agreement including its
preamble and all attachments hereto:
“Agreement”
means this Domain name Registration Agreement for Resellers;
“You”
or “Client” means the individual or legal entity registering the
Domain Name or Domain Names and meeting the definition of Reseller as
defined here below;
“Registrar”
means Neonic OY;
“Domain
Name” means the domain name (-s) _____ you applied for to be as
follows:
______________
“Effective
date” means the date of domain name registration or (if differs)
the date upon which the Client has been provided by the Registrar
with password to let him manage and administer his Domain name (-s);
“Reseller”
means professional actor on the domain names market including but not
limited to the persons, utilizing the registrars backorders and etc.,
being a commercial entity or natural person (entrepreneur), which
carries out as a substantial part of his commercial activity the
registration of the domain names including generic or descriptive
terms and/or words or terms which at the best knowledge on the moment
of their registration do not conflict with any exclusive or competing
rights of the third parties which prima facie legitimizes the
commercial use of such domain named in order to extract the profit
thereof by any ways consistent with any applicable laws and ICANN
rules and regulations. Any Client who falls within the criteria of
Reseller’s status, specified here above is entitled to enter into
or may be considered as having concluded this Agreement in form and
substance identical to the sample laid out herein;
“Reseller’s
account” means the individual system of set-ups and records, which
is run by the Registrar for the sake of the Client to enable him to
exercise his rights to manage and administer the Domain name,
1.
Scope of performance.
Registrar
grants services with regards of the registration of the Domain Name,
i.e. inclusion of the Domain Name in the appropriate domain name
Registry.
After the registration process is completed
Client becomes owner of all the rights on the Domain Name and bears
responsibility before Registrar for fulfillment of all the terms of
this Agreement as well as before the third parties with regards of
the registration of the Domain Name. If Client acts through its agent
Client is however the party of this Agreement.
Registrar is not
bound to accept this Agreement. Domain Name must meet syntax rules
established by ICANN, Registry and effective standards.
2.
Required Domain Name registration information.
2.1. In
accordance with ICANN Policies, Client is required to submit and keep
current the following information:
- Client's
name and postal address;
- Domain
Name being requested;
-
administrative contact information, including the name, postal
address, e-mail address,
- voice
telephone number, and where available, fax number of the
administrative contact, technical contact, zone contact for the
Domain Name;
-
billing contact information, including the
name, postal address, e-mail address, voice telephone number, and
where available, fax number of the billing contact for the Domain
Name;
-
IP addresses of the primary nameserver and
any secondary nameservers for the Domain Name;
-
corresponding names of those nameservers;
-
information regarding all other activity regarding Domain Name
registration and related services.
2.3.
As a condition to continued registration Client must keep the
registration information current, complete and accurate. Client
may access Client’s registration information to review, modify or
update such registration information, by accessing Registrar's domain
manager service, or similar service, made available at Registrar’s
Web site. In accordance with ICANN policies, Client acknowledges and
agrees that if it willfully provides inaccurate information or fails
to update it promptly will constitute a material breach of this
Agreement and may result in the cancellation of the Domain Name
registration.
2.4.
Upon renewal of the Domain Name registration, the type of information
Client is required to provide may have changed. If Client does
not wish to provide the new required information, the Domain Name
registration may not be renewed.
3.
Fees.
3.1.
As consideration for the Domain Name registration service provided by
Registrar, Client agrees to pay Registrar prior to the effectiveness
of the desired Domain Name registration, all registration and other
applicable fees. Except as provided herein, all fees are
non-refundable, in whole or in part, even if Client’s Domain Name
registration is suspended, cancelled or transferred prior to the end
of Client’s then current registration term.
3.2.
Registrar reserves the right to modify fees, surcharges, and renewal
fees or to institute new fees at any time, for any reason, at its
sole discretion. The renewed fees are not applicable to the
services already rendered at the moment of change.
3.3. In case of
non-payment or incorrect payment of Registrar’s services including
but not limited to incomplete payment, payment without necessary
requisites or by mean that is not agreed by Registrar services will
not be rendered by Registrar.
3.4.
In case of non-payment of Domain Name renewal Registrar has right to
suspend registration of Domain Name until the appropriate payment is
realized. After expiration of three days from the suspension
of Domain Name registration Registrar has right to terminate this
Agreement and cancel registration of Domain Name without prior
consent and payment of refund to Client.
3.5.
Client can choose one of the following tariff plans:
“Basic”,
which includes 3 years of up to 3 domain(-s) renewal or alternatively
10 Years of 1 domain renewal
“Hot-line support”,
which includes 5 years of up to 3 domain names renewal
or
alternatively - 1 domain name renewal for the period of 10 Years;
“Optimal”,
which includes:
- 5 years
of up to 3 domain names renewal or alternatively - 3 domain names
renewal for 10 years period;
- domain
name status monitoring services;
-
insurance of the domain name (-s) against unauthorized transfer
(anti-theft insurance) in favor of the Client (“insured person”)
to be provided at the expense of the Registrar;
“Golden
Partner” which includes:
- 5 years
of up to 3 domain names renewal or alternatively - 3 domain names
renewal for 10 years period;
-
insurance of the domain names against unauthorized transfer
(anti-theft insurance) in favor of the Client (“insured person”)
to be provided at the expense of the Registrar;
- special
surveillance and domain names status monitoring services, provided by
the dedicated manager of the Registrar to ensure the security and
domains anti-theft protection;
3.6.
The total amount of registration and maintenance fees to be collected
by the Registrar shall vary depending on the tariff plan, selected by
the Client and shall not in any event exceed the following aggregate
sums to be paid by the Client:
3.6.1. 200
USD per annum (applicable taxes and stamp duties not included and to
be paid additionally) – as a consideration for “Basic” tariff
plan;
3.6.2. 250
USD per annum (applicable taxes and stamp duties not included and to
be paid additionally) – as a consideration for “Hot-line support”
tariff plan;
3.6.3. 700
USD per annum (applicable taxes and stamp duties not included and to
be paid additionally) – as a consideration for “Optimal” tariff
plan;
3.6.4.
2000 USD per annum (applicable taxes and
stamp duties not included and to be paid additionally) plus special
set-up fee which shall be determined individually depending upon the
number of domain names of the Reseller to be subjected to the
Agreement (normally – from 10 000 to 25 000 USD) - as a
consideration for “Golden Partner” tariff plan;
3.7. In case if the
Client failed to select one of the tariff plans, set forth in Cl.
3.6. here above upon the Effective date or no later than 15 (fifteen)
business days after the enactment of the relevant amendments to this
Agreement the “Basic” tariff plan shall apply until the Registrar
would be instructed otherwise, provided that the Client would be
entitled to change the tariff plan not early than 6 (six) months
after the Effective date or after the expiration of the 15 (fifteen)
days period, specified here above.
4.
Term and termination.
4.1. The
term of this Agreement is from the Effective Date to the day that
this Agreement ends through any of the following means: (a) Client’s
Domain Name registration is cancelled; (b) Client’s Domain Name is
actually transferred to a third party; or (c) Client’s Domain Name
expires or is terminated (collectively, "Termination").
4.2.
Client acknowledges and agrees that the Domain Name registration is
subject to suspension, cancellation or transfer (cancellation or
transfer collectively referred to as, "Cancellation") (a)
to correct mistakes by Registrar, another registrar, or a Registry
Administrator in administering the name or (b) for the resolution of
disputes concerning the Domain Name pursuant to an ICANN policy or
procedure. Client also agrees that Registrar shall have the
right in its sole discretion to suspend, cancel, transfer or
otherwise modify the Domain Name registration upon up to seven (7)
calendar days prior notice and after such time as Registrar receives
a properly authenticated order from a court of competent
jurisdiction, or arbitration award, requiring the suspension,
cancellation, transfer or modification of the Domain Name
registration.
4.3. Registrar reserves
the right to suspend, cancel, transfer or modify the Domain Name
registration if: (a) Client materially breaches this Agreement
(including the Dispute Policy) and do not cure such breach within ten
(10) days of notice by Registrar; (b) Client uses the Domain Name in
connection with unlawful activity; or (c) Client violates this
Agreement.
5.
Indemnity and liabilities of the Parties
5.1.
Client will indemnify, hold harmless, and defend Registrar and its
subsidiary and parent entities, predecessors, successors, affiliates,
and assigns, and all of their respective current and former officers,
directors, members, shareholders, agents, and employees from any and
all claims, actions, causes of action, suits, proceedings, claims, or
demands of any third party, which arises out of: (a) Client’s
breach of this Agreement or any of Registrar's policies applicable to
this Domain Name registration or related services, (b) the operation
of Client’s Domain Name in any manner inconsistent with this
Agreement or any of Registrar's policies applicable to this Domain
Name registration or related services, (c) any negligent act or
omission by Client, or (d) any third party claim, action, or demand
related to the registration or use of the Domain Name registered in
Client’s name.
5.2.
Client agrees to indemnify, defend, and hold harmless ICANN, Registry
Operator(s) and their respective subcontractors, shareholders,
directors, officers, employees, affiliates and agents from and
against any and all claims, damages, liabilities, costs and expenses,
including reasonable attorneys' fees and costs and any other expenses
arising out of or related to the Domain Name registration and any
disputes regarding same. This indemnification obligation shall
survive the termination or expiration of the registration agreement.
5.3.
Client agrees that Registrar will not be liable for any of the
following: (a) suspension or loss of the Domain Name registration in
Client’s name; (b) use of the Domain Name registration by Client or
others, whether or not authorized by Client to have such use; (c)
interruption of business; (d) access delays, denial of service
attacks or access interruptions to this site or the web site(s)
access by the Domain Name registered in Client’s name; (e) data
non-delivery, mis-delivery, corruption, destruction or other
modification; (f) events beyond Client’s reasonable control; (g)
the processing of the application; (h) application of the dispute
policy; (i) loss or liability resulting from acts of God; (j) loss or
liability resulting from errors, omissions, or misstatements in any
and all information or services(s) provided
under this Agreement; or (k) Registrar also will not be liable for
any indirect, special, incidental, or consequent damages of any kind
(including lost profits) regardless of the form of action whether in
contract or otherwise, even if Registrar has been advised of the
possibility of such damages. In no event shall Registrar’s
maximum aggregate liability exceed the total amount paid by Client
for registration of the Domain Name that is at issue.
Should this
Agreement or a dispute policy be amended in such a manner that Client
does not accept or agree to, Client’s sole remedy will be to cancel
Domain Name registration or to request for Domain Name transfer.
5.4. Client,
administering the Reseller’s account in case of his non-compliance
with the terms of use thereof or commitment of other material breach
of this Agreement shall be liable and agrees to pay to the Registrar
penalty in the amount of 500 USD for each case of such
non-compliance or material breach and to compensate to the Registrar
all the indirect, special, incidental, or consequent damages of any
kind (including lost profits) regardless of the form of action
whether in contract or otherwise which the Registrar has incurred;
5.5.
Client understands that Registrar does not control all aspects of the
Domain Name registration process. Registrar disclaims, and
Client agrees that Registrar is not liable for any inaccuracies
regarding the registration information relating to (i) the input of
the information by Client; and (ii) the input of the information by
the Registry Administrators. Registrar will not be held liable, nor
refund the Domain Name registration due to spelling errors/typos.
6.
Warranty disclaimer.
Except
for the representation that Registrar is an ICANN-approved domain
name registrar, Registrar makes no representations or warranties of
any kind whatsoever, expressed or implied, in connection with this
Agreement or its Domain Name registration services.
7.
Dispute resolution policy.
Client agrees to be bound by the appropriate
domain dispute resolution policy ("Dispute Policy")
applicable to the Domain Name that Client has selected. The
Dispute Policies are hereby incorporated and made a part of this
Agreement by reference. Certain disputes, as specified in the
applicable Dispute Policy, are subject to that Policy. The Dispute
Policy may be modified at any time by the applicable Registry
Administrator(s) and Client’s continued use of the Domain Name
registered after any such Dispute Policy modification shall
constitute Client’s acceptance of the modified Dispute Policy and
this Agreement.
8.
Amicable Resolution
8.1. If at any time any dispute would arise out of this Agreement
including its conclusion, validity and/or implementation between the
Parties (“Contractual dispute”), then either Party shall serve a
written notice on the other Party, setting out the grounds for such
contractual dispute.
8.2. The Parties record
their intention to resolve any contractual dispute amicably but if
they are unable to do so within 15 Business Days, either Party may
refer the dispute to the relevant authority or to arbitration in
accordance with the provisions of ICANN regulations and/or applicable
law.
8.3.
Failure by either Party to abide by the procedure of amicable
settlement stated herein shall constitute a material breach of this
Agreement.
9.
Additional terms.
9.1.
ICANN requires that this Agreement must be modified immediately to
reflect any and all changes required by ICANN. Thus, this
Agreement may be modified at any time to reflect changes in ICANN'S
policies. Further, except as otherwise provided in this Agreement,
Client agrees, during the term of this Agreement, that Registrar may:
(1) revise the terms and conditions of this Agreement; and/or (2)
change part of the services provided under this Agreement at any
time. Any such revision or change will be binding and effective
immediately upon posting of the revised Agreement or change to the
service(s) on Registrar's Web sites, or upon notification to Client
by e-mail.
9.2.
Except as otherwise set forth in the Dispute Policy with respect to
disputes, this Agreement, this Agreement shall be governed by the
laws of the Russian Federation except to the disputes regarding the
formation of the Agreement which should be governed by the laws of
USA including but not limited to the Restatement (Second) of
Contracts. Except as otherwise set forth in the Dispute Policy
with respect to disputes, any action to enforce this Agreement or any
matter relating to Client’s use of the Domain Name shall be brought
exclusively in the competent court of the USA.
9.3. Client agrees that
any notices required to be given under this Agreement by Registrar
will be deemed to have been given if delivered in accordance with the
contact information Client has provided.
9.4. Nothing contained
in this Agreement shall be construed as creating any agency,
partnership, or other form of joint enterprise between the Parties.
9.5. The failure by
Registrar to require performance of any provision hereof shall not
affect the full right to require such performance at any time
thereafter; nor shall the waiver by Registrar of a breach of any
provision hereof be taken or held to be a waiver of the provision
itself.
9.6. In the event that
any provision of this Agreement shall be unenforceable or invalid
under any applicable law or be so held by applicable court decision,
such unenforceability or invalidity shall not render this Agreement
unenforceable or invalid as a whole.
9.7. This Agreement,
and the attachments and documents referenced herein, including but
not limited to the Dispute Policy (as modified from time to time),
constitute the complete and exclusive agreement between the Parties,
and supersede and govern all prior proposals, agreements, or other
communications.
9.8.
Client agrees that prior to transferring ownership of his Domain name
to another person (the "Transferee") the Client shall
require the Transferee to agree, in writing to be bound by all the
terms and conditions of this Agreement. If the Transferee
fails to be bound in a reasonable fashion (as determined by us in our
sole discretion) to the terms and conditions in this Agreement and to
provide his prior written undertaking to that effect to the
Registrar, any such transfer will be null and void and the Client
would still be deemed to retain his registration of the Domain name
within the Registrar as if no transfer of ownership occurred. The
failure by the Client to require the Transferee to provide the
undertaking to be bound by all the terms and conditions of this
Agreement shall constitute the material breach of this Agreement and
would entitle the Registrar to collect the penalties and seek the
compensation of the damages from the Client.
9.9.
In order to ensure the utmost security and protection of the best
interests of the Client, which has selected the “Golden Partner”
tariff plan any action and/or command with regard to the domain names
registrations of such a Client shall be considered prima facie as an
attempt to commit an unauthorized transfer and/or change of ownership
and can be banned, blocked, reversed or otherwise invalidated by the
Registrar unless the latter was duly informed and instructed in
writing by the Client about the date, character and other sufficient
details of the envisaged action and\or command at least 5 (five)
business days in advance.
9.10. This
Agreement may be assigned by Registrar without Client’s consent.
Client may not assign this Agreement (and the related Domain Name
registration) without meeting the formal requirements, stated in cl.
9.8 of this Agreement.
| 
