Exhibit 10.2
DOMAIN PEOPLE, INC.
PARTNER-BRANDED AGREEMENT
This Agreement, dated March 5, 2001, ("Effective Date") is made and entered into
by and between DomainPeople, Inc. ("DomainPeople"), a Delaware corporation with
a principal place of business at Suite 1440, 555 West Hastings Street,
Vancouver, BC, Canada V6B 4N6 and
MEDIATELEVISION.TV, INC.
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Herein referred to as ("Partner"), with a principal place of business at
233 Abbott Street, Suite 802, Vancouver, BC V6B 2K7
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RECITALS
I. DomainPeople is an Internet Corporation of Assigned Names and Numbers
("ICANN") accredited registrar of global Top Level Domains ("gTLDs"),
consisting of .com, .net and .org ("Domain").
II. DomainPeople submits Domain registrations to Registry Administrator
("Registry"), currently being Network Solutions Inc.
III. DomainPeople and Partner desire to enter into this Agreement under
which Partner will refer endusers ("Registrants") directly to
DomainPeople for the purpose of registration of domain names
("Domain(s)").
IV. A DomainPeople/Partner co-branded account ("Registrant Account") will
be created whereby the Registrant will provide payment for Domain
registration, directly to DomainPeople.
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt of which is hereby acknowledged by
DomainPeople and by Partner, each Party AGREES AS FOLLOWS:
1. Term
The term of this Agreement shall commence upon the Effective Date. The term of
this Agreement will be one (1) year (the "Term") from the Effective Date and is
automatically renewable for equal periods unless terminated by either Party.
2. Obligations of DomainPeople
DomainPeople will maintain its delegation from relevant authorities to manage
Domain(s). DomainPeople will accept and process registrations procured by
Partner. DomainPeople will provide technical and administrative support services
and any services listed in Exhibit A of this Agreement to Registrant(s).
DomainPeople will provide an online method to Registrant to manage, modify or
renew Registrant's Domains. DomainPeople shall confirm each registration by
email letter to Registrant, a sample of which is attached hereto as Exhibit B,
and send Partner a brief confirmation email. All of the foregoing within Section
1 and Exhibit A constitute DomainPeople's services ("DomainPeople's Services").
DomainPeople will provide a Partner-branded order form (the "Partner-branded
Order Form") located on the DomainPeople web site. The Partner-branded Order
Form will have a predominant Partner appearance.
DomainPeople and Partner will jointly develop a Partner-branded URL (the
"Partner-branded URL") that enables the Registrant to enter its requested Domain
registration and payment information.
DomainPeople will develop and provide a retail price authorization form ("Price
Authorization Form") that will enable the Partner, subject to Section 3, to
establish and to change the amount of the retail registration price per Domain
("Retail Price") that a Registrant is charged for each Domain. Subject to
technical procedures defined by DomainPeople, the Partner will be able to run
multiple pricing, simultaneously.
3. Obligation of Partner
Partner shall use reasonable efforts to procure customers for DomainPeople
Services. Partner agrees and warrants to incorporate the Registration Agreement,
found in Exhibit B, to the Partner Branded order form page, to make available to
Registrant for review and agreement prior to DomainPeople accepting Registrant's
application to register Domain(s). Partner acknowledges that it is necessary and
appropriate for DomainPeople to maintain standards for DomainPeople Services. As
a condition to maintaining its status as Partner, Partner shall comply with all
provisions of this Agreement, including standard that DomainPeople may otherwise
establish, as dictated by ICANN or the maintainer of the shared registry system
(currently Network Solutions, Inc.), and provide to Partner. Partner agrees to
provide DomainPeople contact information in connection to Partner's activities
for DomainPeople Services and to any party who makes specific inquiries with
respect thereto. Partner covenants that in dealing with Registrants and others,
Partner and its employees will represent themselves as being independent
contractors and will not represent themselves as being agents of DomainPeople.
Partner will provide a link from its operational web site to the Partner-branded
URL.
Partner and DomainPeople will jointly develop a Partner-branded URL that enables
the Registrant to enter its requested Domain registration and payment
information.
Partner agrees to complete a credit application as Provided by DomainPeople.
Partner further agrees to allow DomainPeople to perform a credit check and
Partner will cooperate in all regards to allow such.
Partner agrees, for the Term of this Agreement, to maintain a minimum security
deposit (the "Security Deposit") as indicated in Exhibit A. The Security Deposit
must be paid, on or before the Effective Date, by wire transfer, credit card or
certified check. Failure to maintain the Security Deposit may, at the sole
discretion of DomainPeople, result in a suspension of the obligations of
DomainPeople contained in this Agreement.
Partner agrees to register a minimum of twenty (20) Domain names (the
"Registration Volume") throughout the Term of this Agreement.
DomainPeople will review the Partner account thirty (30) days prior to renewal
of the Agreement (the "Renewal Date"). If Partner has not achieved the
Registration Volume on or by the Review Date, an email notice will be sent to
Partner as a reminder that twenty (20) domains be registered to automatically
renew the Agreement. If after thirty (30) days the Registration Volume has not
been registered DomainPeople may terminate the Agreement at its sole discretion.
If at the end of the Term of this Agreement Partner has not achieved the
Registration Volume, DomainPeople shall retain from the Security Deposit an
amount equal to the price of the Registration Volume less the price of the
actual number of domain names registered.
4. Payment of Services
DomainPeople will directly charge the Registrant the Retail Price stipulated by
the Partner in the Price Authorization Form. However, Partner agrees that the
Retail Price per Domain will not be less than the yearly registration fee
("Yearly Registration Fee") indicated in Exhibit A.
DomainPeople will directly charge the Registrant the Retail Price per Domain
registration as indicated by the Partner in the Price Authorization Form.
DomainPeople will pay Partner the difference between the Retail Price charged to
the Registrant, as indicated in the Price Authorization Form, and the Yearly
Partner Registration Fee as indicated in Exhibit A (the "Payment").
DomainPeople will pay Partner the Payment on a monthly basis after the first
thirty (30) days after Partner-branded Order Forms are submitted by
registrant(s).
Partner acknowledges and agrees to pay for all chargebacks caused by a
Registrant, referred by the Partner, and that payment of such chargebacks will
be drawn from the Partner's monthly "Payment" (defined in Section 4 below) or
Security Deposit. Partner will ensure that it takes all steps necessary to allow
DomainPeople to take chargeback amount draws from the Security Deposit. The
Partner will assume ownership of the domain name after DomainPeople has debited
the Partner Security Deposit for the chargeback amount.
In the event that DomainPeople does not receive payment for the chargeback
amount from the Partner then DomainPeople will assume ownership of the Domain
from which the chargeback resulted. For purposes of this section, "chargeback"
means when a customer challenges or denies a charge to his credit card, to the
credit card company. The credit card company, in return, reverses the charge and
reimburses the person, challenging the charge, by withdrawing funds from the
merchant account of DomainPeople.
5. Proprietary
Partner acknowledges and agrees that all Registrant administrative information
and data provided in using DomainPeople Services is in the public domain and
neither Partner, DomainPeople, Registry or any third party may claim ownership
of such information and data.
The Partner-branded Order Form is the property of the Partner and DomainPeople.
The Partner-branded URL is the property of the Partner and DomainPeople.
6. Indemnification
Partner shall indemnify, defend and hold harmless DomainPeople and Registry from
and against any and all third party claims, liabilities, damages, costs and
expenses, including attorney's fees, arising out of or relating to any action or
inaction of Partner.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTNER UNDERSTANDS, AGREES
AND ACKNOWLEDGES THAT IN NO EVENT AND UNDER NO LEGAL THEORY, SHALL DOMAINPEOPLE
BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR, INCLUDING BUT NOT LIMITED TO, THE
LOSS OF ANY DOMAIN NAME; ANY BUSINESS LOSS, REVENUE DECREASE, EXPENSE INCREASE,
PROFIT LOSS; COSTS OF SUBSTITUTE PRODUCTS/SERVICES; OR ANY CONSEQUENTIAL,
SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING FROM,
INCLUDING BUT NOT LIMITED TO, THE USE, OR INABILITY TO USE, ANY OF DOMAINPEOPLE
SERVICES; ANY MALFUNCTION OR INCOMPATIBILITY OF TECHNOLOGIES INCLUDED WITH
DOMAINPEOPLE SERVICES; ANY TECHNOLOGIES ADDED, REMOVED OR ALTERED BY PARTNER OR
THIRD PARTY, INCLUDING BUT NOT LIMITED TO, SCRIPTS AND/OR SOFTWARE USED IN
ACTIVITIES ASSOCIATED WITH DOMAINPEOPLE SERVICES. ALL OF THE FOREGOING IS
APPLICABLE REGARDLESS OF WHETHER DOMAINPEOPLE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. PARTNER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF
ANY DISSATISFACTION WITH DOMAINPEOPLE SERVICES OR ANY ALLEDGED BREACH OF THIS
AGREEMENT BY EITHE RPARTY SHALL BE TO TERMINATE THIS AGREEMENT. THIS LIMITATION
OF LIABILITY AND RISKS IS REFLECTED IN THE PRICE OF DOMAINPEOPLE SERVICES.
PARTNER ACKNOWLEDGES THAT DOMAINPEOPLE MAKES AND HONEST EFFORT TO KEEP THE
INFORMATION AVAILABLE ON DOMAINPEOPLE'S SYSTEMS ACCURATE. DOMAINPEOPLE CAN MAKE
NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, REGARDING THE QUALITY,
ACCURACY, RELIABILITY OR VALIDIATY FOR THE APPLICATION(S), DATA AND/OR
INFORMATION, WHICH IS THE SUBJECT MATTER OF THIS AGREEMENT. DOMAINPEOPLE
SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE USE OF THESE APPLICATION(S), DATA AND/OR INFORMATION
OBTAINED FROM OR THROUGH DOMAINPEOPLE, OR ANY OTHER REFERRED THIRD PARTY,
DIRECTLY OR INDIRECTLY, IS AT THE RISK OF PARTNER.
PARTNER ACKNOWLEDGES THAT THE INFORMATION AVAILABLE THROUGH THE INTERCONNECTING
NETWORKS MAY NOT BE ACCURATE. DOMAINPEOPLE HAS NO ABILITY OR AUTHORITY OVER SUCH
INFORMATION. DOMAINPEOPLE CAN MAKE NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR
IMPLIED, REGARDING THE QUALITY, ACCURACY, OR VALIDITY OF THE DATA AND/OR
INFORMATION RESIDING ON OR PASSING THROUGH THESE NETWORKS. USE OF INFORMATION
OBTAINED FROM OR THROUGH DOMAINPEOPLE SERVICES IS AT THE RISK OF PARTNER.
8. Term and Termination
Either Party may terminate this Agreement in the event that either Party (a)
fails to make when due any yearly registration payments or other payments
required under this Agreement; (b) commits a material breach of any of its
obligations which remains uncured after thirty (30) days from written notice to
the other party of such breach concerning scope of use or the protection of the
Partner Program, Documentation, intellectual property of DomainPeople, Inc., and
Confidential Information or materially breaches any of its other obligations
under any provision of this Agreement.
Upon termination of this Agreement, both Parties shall immediately cease
representing themselves as independent contractors of each other and cease any
and all sue of each other's intellectual property, including without limitation
to, each other's trademarks and service marks. Notwithstanding the foregoing,
the provisions in Sections 4 and 6-10 inclusive shall survive the termination of
this Agreement.
Upon termination of this Agreement, DomainPeople shall hold the Partner's
Security Deposit for ninety (90) days to cover any chargebacks which may occur
following termination of the Agreement.
This Agreement may be terminated at DomainPeople's sole discretion if five
percent (5%) of Domain registrations in any monthly period (the "Monthly
Period") result in chargebacks.
This Agreement may be terminated at DomainPeople's sole discretion if five
hundred (500) transactions for domain registrations in any monthly period result
in chargebacks.
Monthly Period is defined as the first calendar month to 12:01 a.m. on the first
of the following calendar month.
9. Assignment
This Agreement will be binding upon and will inure to the benefit of both
Parties, and their respective successors and assigns. The Agreement is
assignable with DomainPeople's prior written consent.
10. Governing Law
This Agreement will be governed and construed in accordance with the laws of
Canada and/or the Province of British Columbia (Canada), without reference to
its conflicts of laws principles. Partner agrees that any litigation or
arbitration between the Parties will take place in British Columbia (Canada),
and consent to personal jurisdiction and venue to the Province of British
Columbia. If any provision of this Agreement is found by a court of competent
jurisdiction to be unenforceable for any reason, the remainder of this Agreement
will continue in full force and effect.
11. Renewal of Domains
DomainPeople will give the Partner the first right of refusal to contact the
Registrant for a registration renewal. Eight (8) weeks before the Registrants
renewal date, DomainPeople will email the Partner to contact the registrant
about the upcoming renewal date. In the event that DomainPeople has not received
a renewal request one (1) week in advance of the renewal date, DomainPeople has
the right to contact the Registrant for a renewal notice with DomainPeople.
Registrants who renew with DomainPeople, via the Partner, will be charged a
retail price determined by Partner.
A sample of the renewal notice to the Partners registrant(s) is attached hereto
as Exhibit C.
12. Reports
DomainPeople will generate reports to track total Domain registrations, prices
charged, and Payments rewarded for each Monthly Period, as result of this
Agreement, and provide such reports to Partner.
13. Press Releases
Partner and DomainPeople will issue a mutually agreed upon press release. The
press releases will occur on the DomainPeople or NetNation websites and will be
issued to media organizations at DomainPeople's sole discretion. DomainPeople
will write, issue and pay for the press releases.
14. Miscellaneous
DomainPeople may freely communicate with Registrant, for the purposes of this
Agreement.
Any notices required or permitted hereunder will be given to the appropriate
Party at the address provided herein or at such other address as the party may
specify in writing. Such notice will be deemed given upon personal, email or
facsimile delivery to the appropriate address.
This Agreement, together with Exhibit A, constitutes the full and complete
agreement of the Parties, relating to the subject matter hereof and supercedes
all prior understandings, agreements, representations and warranties relating to
such subject matter. Any waiver, modification, or amendment of any provision of
this Agreement will be effective only if in writing and signed by both Parties
herein. This Agreement is not a partnership agreement rather the term "Partner"
is used to refer to the DomainPeople Partner-branded Program. DomainPeople and
Partner are not partners. The parties are Independent Contractors of each other.
In witness whereof, the Parties have executed this Agreement as of the Effective
Date, by the undersigned duly authorized officers.
DomainPeople, Inc.
Suite 1140, 555 West Hastings Street
Vancovuer, BC Canada
V6B 4N6
For DomainPeople
Name: Karim Jiwani
Title: Sales Director
Signature: /s/ Karim Jiwani
Date: March 6, 2001
Partner Address and Notification Contact
Information: For Partner:
Partner's Name: Mediatelevision.tv, Inc. Name: Penny O. Green
Address: 233 Abbott Street, Suite 802 Title: CEO
Vancouver, BC V6B 2K7 Signature: /s/ Penny O. Green
Email Address: penny@mediatelevision.tv Date: March 5, 2001
Telephone: 604.732.4804
DomainPeople Debit Account
FOR INTERNAL USE ONLY
Account ID
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Required Initial Security Deposit (USD) $250
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Exhibit A
Services Provided:
a) DomainPeople will process all Domain submissions in accordance with
ICANN regulation.
b) Domain People will handle all 24/7 customer service, technical support
and telephone inquiries for administration and registration management
of Domain(s), registered through DomainPeople. DomainPeople will
provide Partner with current support telephone number and email
address.
c) Domain name submissions that are successfully registered are
non-refundable.
d) Domain name submissions will be processed in a timely fashion.
e) All orders coming from Partner will have a unique identifier.
f) DomainPeople will provide Partner with reports to track Partner's
account activity, and will develop online forms to modify Partner's
administrative account information.
g) DomainPeople will process all Registrant modifications, transfers,
renewals and cancellations of Domain(s).
h) DomainPeople will provide Partner with use of DomainPeople DNS servers
for Registrants to register Domain(s)
Yearly Partner Registration Fee per Domain:
US Dollar Price Per Domain: US $12 Registration term is between 1-10 years.
Security Deposit:
a) The Security Deposit will be US$250.00
b) Partner agrees to pay the Security Deposit to DomainPeople via one
of the following payment methods:
Preauthorized Credit Card:
Name on Card:
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Card Type:
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Card Number:
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Expiry Date (mm/yy):
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Signature:
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Wire Transfers to: Certified Check couriered to:
DomainPeople, Inc. DomainPeople, Inc.
For USD funds - Account #402-373-5 #1440 - 555 West Hastings Street
Transit #00010 Vancouver, BC Canada
The Royal Bank of Canada V6B 4N6
2nd Floor - 1025 West Georgia Street Telephone: (604) 639-1680
Vancouver, BC Canada
V6E 3N9
Exhibit B
Welcome and thank you for submitting your domain name registration through
Partner. Your newly-requested domain name has now been registered by
DomainPeople, Inc. an official ICANN accredited global top level domain
registrar and will be included in the next zone file update.
The zone files, which make the Internet work, are updated twice daily, 7 days a
week, beginning at 5:00 a.m. and 5:00 p.m. Eastern Time. Requests received and
completed by these times will be included in the next zone file update. However,
your modified record may not be visible from the registry's WHOIS database for
24-48 hours from the time of the zone file update depending on propagation time.
in one half hour you may view your domain registration record by visiting the
following URL: http://whois.domainpeople.com.
Your domain name has been registered using the following information that was
submitted to us:
Registration Information:
Domain Name: dp-test.com
Registrant:
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Organization: Test Company Ltd.
Address: 123 Main St.
Address:
City: Ferndale
State/Province: WA
Postal/Zip code: 98227
Country: US
Administrative Contact:
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Name: Sam Jones
Email: samj@domainpeople.com
Phone: 555 555 5555
Fax: 555 444 4444
Technical Contact:
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Name: Sam Jones
Email: samj@domainpeople.com
Phone: 555 555 5555
Fax: 555 444 4444
Billing Contact:
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Name: Sam Jones
Email: samj@domainpeople.com
Phone: 555 555 5555
Fax: 555 444 4444
DNS Information
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Primary name server: ns1.domainpeople.com
Primary IP1: 204.174.223.72
Secondary name server: ns2.domainpeople.com
Secondary IP1: 204.174.223.73
Please login to the DomainPeople Account Management interface at
http://www.domainpeole.com/ in order to make any changes to your current
registration information. You will require your domain name and the security
password displayed below to access the management interface.
**IMPORTANT**
The DomainPeople Account Management interface will allow critical and sensitive
registration information to be modified. This information includes the
registrant for the domain name which is the entity that deems ownership of the
domain name. Please ensure that you keep the password secure and limit access to
trusted individuals only. Your registration information can only be modified
through the secure login to the DomainPeople Account Management interface by
entering the following information:
Domain name: dp-test.com
Password: password
Registration Renewal:
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DomainPeople, on behalf of THE PARTNER will notify the billing contact directly
when renewal fees are due, and it shall be your (the registrant's)
responsibility to ensure that such fees are paid. Payment must be made by credit
card or such other method as we may indicate in the registration renewal form.
Should these fees go unpaid by the time specified in the renewal notice, your
(the registrant's) registration will be cancelled.
If you (the registrant) have any questions regarding your domain name
registration contact support@domainpeople.com. A copy of the THE
PARTNER/DomainPeople, Inc. registration agreement that you have agreed to is
located at the following URL.
URL to be created
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REGISTRATION AGREEMENT
This Registration Agreement ("Agreement") sets forth the terms and conditions of
your use of THE PARTNER and DomainPeople, Inc.'s ("domainpeople.com") domain
name registration services to register an Internet domain name, as well as your
registration of that domain name.
To complete the registration process, you must acknowledge that you have read,
understood, and agree to be bound by all terms and conditions of this Agreement,
the accompanying dispute policy and any rules or policies that are or may be
published by THE PARTNER and/or DomainPeople, Inc. from time to time. This
Agreement will become effective when accepted by THE PARTNER and DomainPeople,
Inc.
THE PARTNER and DomainPeople, Inc. may elect to accept or reject your domain
name registration application for any reason at its sole discretion, such
rejection including, but not limited to, rejection due to a request for
registration of a prohibited domain.
1. Company Abstract
DomainPeople, Inc. is an accredited registrar with the Internet Corporation for
Assigned Names and Numbers ("ICANN") for the .com, .net and .org TLDs. And has
been granted full rights to provide Internet domain registration services for
second-level domain names within the .com, .org and .net top-level domains.
ICANN oversees the domain name system management for .com, .net, and .org TLDs.
As an ICANN accredited domain name registrar, DomainPeople, Inc. is, upon
accepting your domain name registration application, your sponsor for that
application. All domain name registrations we register for .com, .net and .org
are not effective until we have delivered the required domain name registration
information you provide us to the registry administrator for the .com, .net, and
.org TLDs, as applicable, and the registry administrator for the .com, .net, and
.org TLDs (currently Network Solutions, Inc.) puts into effect your domain name
registration.
You agree and acknowledge that THE PARTNER and DomainPeople, Inc. are not liable
or responsible in any way for any errors, omissions or any other actions by the
registry administrator arising out of or related to your application and receipt
of, or failure to receive, a domain name registration.
You further agree to indemnify, defend and hold harmless THE PARTNER,
DomainPeople, Inc., the registry administrator and its directors, officers,
employees, and agents from and against any and all claims, damages, liabilities,
costs, and expenses (including reasonable legal fees and expenses) arising out
of, or related to, your domain name registration.
2. Fees
You or the reseller on your behalf will be responsible to pay for all fees
associated with domain name services provided by DomainPeople, Inc. You will be
notified by THE PARTNER when renewal fees are due or by DomainPeople if a
renewal request has not been received 1 (one) week prior to domain expiration,
and it shall be your responsibility to ensure that such fees are paid. Payment
must be made by credit card or such other method as we may indicate in the
registration renewal form. Should these fees go unpaid the by the time specified
in the renewal notice, your registration will be cancelled. You agree that THE
PARTNER and DomainPeople, Inc. shall have no liability whatsoever with respect
to any such cancellation. All fees 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. THE PARTNER and DomainPeople,
Inc. reserve the right to change fees, surcharges, renewal fees or to institute
new fees at any time, for any reason, at its sole discretion.
Your requested domain name will not be registered unless we receive actual
payment of the registration fee, or reasonable assurance of payment of the
registration fee from some other entity (such reasonable assurance as determined
by THE PARTNER and DomainPeople, Inc. in its sole discretion).
In the event of a charge back by a credit card company (or similar action by
another payment provider allowed by us) in connection with the payments of the
registration fee for your domain name registration, you agree and acknowledge
that the domain name registration shall be transferred to DomainPeople, Inc. as
the paying entity for that registration to the registry and that we reserve all
rights regarding such domain name including, without limitation, the right to
make the domain name available to other parties for purchase. We will reinstate
your domain name registration solely at our discretion, and subject to our
receipt of the initial registration or renewal fee and our then-current
reinstatement fee, currently a fee of US$200 is set as the reinstatement fee.
3. Dispute Policy
You agree to be bound by the current DomainPeople, Inc. Domain Name Dispute
Policy ("Dispute Policy") which is incorporated into this Agreement by
reference. The Dispute Policy can be found at
http://www.domainpeople.com/disputepolicy.html. Any disputes regarding the right
to use your domain name will be subject to the Dispute Policy. You agree to
indemnify DomainPeople, Inc. against all claims, demands, and proceedings.
DomainPeople, Inc. may modify the Dispute Policy in its sole discretion at any
time with the permission of ICANN. Your continued registration of your domain
name after modification to the Dispute Policy becomes effective constitutes your
acceptance of those modifications. If you do not agree to such a modification,
you may request that your domain name be deleted.
You agree that you will be subject to the provisions specified in the Dispute
Policy in effect at the time your domain name is challenged by a third party.
You also agree that in the event a domain name dispute arises with any third
party, you will indemnify and hold THE PARTNER and DomainPeople, Inc. harmless
pursuant to the terms and conditions contained in the Dispute Policy.
4. Transfer of Domain Name Ownership Prior to the effectiveness of any
transfer of ownership of your domain name to another entity, you will pay
DomainPeople, INC. the then-current amount for the transfer of ownership of a
domain name. You further agree that as a condition of any such transfer of
ownership of your domain name, the entity to which you seek to transfer your
domain name (the "Transferee") shall agree in writing to be bound by all terms
and conditions of this Agreement. Your domain name will not be transferred until
we receive such written assurances, and actual payment of the transfer fee, or
reasonable assurance of payment of the transfer fee from some other entity (such
reasonable assurance as determined by DomainPeople, Inc. in its sole
discretion). You acknowledge and agree that if you attempt to transfer your
domain registration without paying DomainPeople, Inc. the then current amount
set by DomainPeople, Inc. for the transfer of ownership of a domain name, or if
the entity to which you seek to transfer your domain name fails to agree in
writing to be bound by all terms and conditions of this Agreement, any such
transfer will be null and void, and will result in your domain name registration
being revoked without a refund of any charges you have incurred in attempting to
register or transfer that domain name.
5. Changes to Registration Agreement and Dispute Policy
You acknowledge that the domain name system and the practice of registering and
administering domain names are evolving, and therefore you agree that
DomainPeople, Inc. may modify this Agreement and the Dispute Policy if necessary
to comply with its ICANN agreement and any other agreements that DomainPeople,
Inc. is currently bound by or will be bound by in the future, as well as to
adjust to changing business circumstances. Your continued use of the domain name
registered to you shall constitute your acceptance of this Agreement with the
new modifications and the Dispute Policy with the new modifications. If you do
not agree to any of such changes, you may request that your domain name
registration be cancelled or transferred to a different domain name registrar.
You agree that such cancellation or request for transfer will be your exclusive
remedy if you do not with to abide by any changes to this Agreement or the
Dispute Policy.
6. Domain Name Registration Information and Its Use
a. As part of the registration process, you are required to provide
certain information and to update promptly this information as needed to keep it
current, complete and accurate. The information you are obligated to provide in
connection with the domain name you are registering is the following:
1. Your name and postal address (or if different, that of the domain name
holder);
2. The domain name being registered;
3. The name, postal address, email address, voice telephone number, and
where available, fax number of the administrative, technical, and
billing contacts for the domain name;
4. The IP addresses of the primary name server and any secondary name
servers for the domain name;
5. The corresponding names of those name servers;
b. Additional Information Maintained About Your Registration. In addition
to the information you provide, DomainPeople, Inc. maintains records relating to
your domain name registration. These records may include:
1. The original creation date of the registration
2. The submission date and time of the registration application to us and
by us to the proper registry;
3. Communications (electronic or paper form) constituting registration
orders, 4. modifications, or terminations and related correspondence
between you and us;
4. Records of account of your domain name registration, including dates
and amounts of all payments and refunds;
5. The expiration date of the registration;
6. Information regarding all other activity between you and us regarding
your domain name registration and related services.
c. Obligations Relating to Provided Data. In the event that, in
registering the domain name, you are providing information about a third party,
you hereby represent that you have (a) provided notice to that third party of
the disclosure and use of that party's information as set forth in this
Agreement, and (b) that you have obtained that third party's express consent to
the disclosure and use of that party's information as set forth in this
Agreement.
You acknowledge that willfully providing inaccurate information or willfully
failing to update information promptly will constitute a material breach of this
Agreement and will be sufficient basis for cancellation of your domain name
registration. You further agree that your failure to respond for over fifteen
(15) calendar days to inquiries by DomainPeople, Inc. concerning the accuracy of
contact details associated with your registration shall constitute a material
breach of this Agreement and will be sufficient basis for cancellation of your
domain name registration.
d. Disclosure and Use of Registration Information. You agree and
acknowledge that DomainPeople, Inc. will make available domain name registration
information you provide or that DomainPeople, Inc. otherwise maintains to ICANN,
to the registry administrator(s), and to other third parties as ICANN and
applicable laws may require or permit. You further agree and acknowledge that
DomainPeople, Inc. may make publicly available, or directly available to third
party vendors, some, or all, of the domain name registration information you
provide, for purposes of inspection (such as through our WHOIS service) or for
targeted marketing and other purposes as required or permitted by ICANN and
applicable laws.
Additionally, you acknowledge that ICANN may establish guidelines, limits and/or
requirements that relate to the amount and type of information that
DomainPeople, Inc. may or must make available to the public or to private
entities, and the manner in which such information is made available.
You hereby consent to any and all such disclosures and sue of, and guidelines,
limits and restrictions on disclosure or use of, information provided by you in
connection with the registration of a domain name (including any updates to such
information), whether during or after the term of your registration of the
domain name. You hereby irrevocably waive any and all claims and causes of
action you may have arising from such disclosure or use of your domain name
registration information by DomainPeople, Inc.
You may access your domain name registration information in DomainPeople, Inc.'s
possession to review, modify or update such information, by accessing the
DomainPeople Account Management online forms, or similar service, made available
at our Web site (http://www.domainpeople.com).
We will not process date about any identified or identifiable natural person
that we obtain from you in a way incompatible with the purposes and other
limitations which we describe in this Agreement. DomainPeople, Inc. will take
reasonable precautions to protect the information it obtains from you from our
loss, misuse, unauthorized access or disclosure, alteration or destruction of
that information.
7. Ownership of Data
You agree and acknowledge that DomainPeople, Inc. owns all database,
compilation, collective and similar rights, title and interests worldwide in our
domain name database, and all information and derivative works generated from
the domain name database. You further agree and acknowledge that we own the
following information for those registrations for which we are the registrar:
(a) the original creation date of the registration,
(b) the expiration date of the registration,
(c) the name, postal address, e-mail address, voice telephone number, and
where available fax number of the administrative contact, technical
contact, and billing contact for the domain name registration,
(d) any remarks concerning the registered domain name that appear or should
appear in the WHOIS or similar database, and
(e) any other information we generate or obtain in connection with the
provision of domain name registration services, other than the domain
name being registered, the IP addresses of the primary name server and
any secondary name servers for the domain name, and the corresponding
names of those name servers.
DomainPeople, Inc. does not have any ownership interest in your specific
personal registration information outside of its rights in our domain name
database.
8. Agents and Licenses
You agree that, if you are registering a domain name for someone else, you
represent that you have the authority to bind that person as a principal to all
terms and conditions provided herein, including the Dispute Policy.
You agree that if you license the use of the domain name registered to you to a
third party, you nonetheless remain the domain name holder of record, and remain
responsible for all obligations under this Agreement, including but not limited
to payment obligations, and providing (and updating, as necessary) both your own
full contact information, and accurate administrative, technical, and billing
contact information adequate to facilitate timely resolution of any problems
that arise in connection with the domain name and domain name registration.
9. Limitation of Liability
YOU AGREE THAT the Partner and DomainPeople, Inc. WILL NOT BE LIABLE TO YOU OR
ANY OTHER PERSON FOR ANY LOSS THAT MAY OCCUR DUE TO (a) ANY LOSS OF REGISTRATION
OF A DOMAIN NAME, (b) THE USE OF YOUR DOMAIN NAME, (c) ACCESS DELAYS OR ACCESS
INTERRUPTIONS TO DomainPeople, Inc.'s REGISTRATION SYSTEM; (d) THE NON DELIVERY
OR MISDELIVERY OF DATA BETWEEN YOU AND the Partner and DomainPeople, Inc.;
(e)EVENTS BEYOND the Partner and DomainPeople, Inc.'s REASONABLE CONTROL (f) THE
PROCESSING OF THIS APPLICATION; (g) THE PROCESSING OF ANY MODIFICATION TO THE
RECORD ASSOCIATED WITH YOUR DOMAIN NAME, (h) THE FAILURE OF YOU OR YOUR AGENT TO
PAY ANY FEES HEREUNDER; (i) THE SUSPENSION OR CANCELLATION OF YOUR DOMAIN
REGISTRATION BY the Partner and/or DomainPeople, Inc. OR (j) THE APPLICATION OF
THE DISPUTE POLICY. FURTHER, the Partner and DomainPeople, Inc. 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 the Partner and
DomainPeople, Inc. HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL DomainPeople, Inc.'s MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID
BY YOU OR YOUR AGENT TO DomainPeople, Inc. FOR INITIAL REGISTRATIO OF YOUR
DOMAIN NAME.
10. Indemnity
You agree to defend, indemnify and hold harmless the Partner and DomainPeople,
Inc. for any loss, damages or costs, including reasonable attorneys' fees,
resulting from any third party claim, action, or demand related to the
registration or use of the domain name registered in your name. This
indemnification is in addition to any indemnification required under the Dispute
Policy.
11. Representations and Warranties
Your represent that, to the best of your knowledge and belief, neither the
registration of the domain name nor the manner in which it is directly or
indirectly used infringes the legal rights of a third party. You further
represent and warrant that all information provided by you in connection with
your domain name registration is accurate.
ALL DOMAIN NAME REGISTRATION SERVICES ARE PROVIDED TO YOU "AS IS" Except for
DomainPeople's statement regarding DomainPeople's accreditation as an
ICANN-approved domain name registrar in the introductory paragraph of this
Agreement, THE PARTNER AND DOMAINPEOPLE, INC. MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONECTION WITH THIS
AGREEMENT OR ITS DOMAIN NAME REGISTRATION SERVICES, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH
REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WITHOUT ANY
LIMITATION TO THE FOREGOING, THE PARTNER AND DOMAINPEOPLE, INC. MAKE NO
REPRESENTAITONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF
A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE YOU EITHER FROM CHALLENGES TO
YOUR DOMAIN NAME REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF
THE DOMAIN NAME REGISTERED TO YOU.
12. Breach and Revocation
DomainPeople, Inc. reserves the right to suspend, cancel, transfer or modify
your domain name registration for reasons including but not limited to
(a) your material breach of this Agreement (including the Dispute Policy)
and not during such breach within thirty (30) days of notice by
DomainPeople, Inc.,
(b) your use of the domain name registered to you to send unsolicited
commercial advertisements in contradiction to either applicable laws or
customary acceptable usage policies of the Internet,
(c) your use of your domain name in connection with unlawful activity, or
potentially unlawful activity, or
(d) grounds arise for such suspension, cancellation, transfer or other
modification as provided for in this Agreement.
You further acknowledge and agree that your registration of a domain name is
subject to suspension, cancellation or transfer by any ICANN procedure, by any
registrar (including DomainPeople, Inc.) or registry administrator procedures
approved by an ICANN-adopted policy (X) to correct mistakes by DomainPeople,
Inc., another registrar or the registry administrator in administering the name
or (Y) for the resolution of disputes concerning the domain name.
You also agree that DomainPeople, Inc. shall have the right in its sole
discretion to suspend, cancel, transfer or otherwise modify a domain name
registration upon seven (7) calendar days prior written notice, or at such time
as DomainPeople, Inc. 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.
13. Governing Law/Severability
Any Agreement, arising from the business relationships between DomainPeople,
Inc. and the ACCOUNT HOLDER, will be governed by and construed in accordance
with the laws of the Province of British Columbia (Canada) and/or Canada,
without reference to its conflicts of laws principles. ACCOUNT HOLDER agrees
that any litigation or arbitration between the parties will take place in
British Columbia (Canada), and consent to personal jurisdiction and venue in
that Province. If any provision of that Agreement is found by a court of
competent jurisdiction to be unenforceable for any reason, the remainder of that
Agreement will continue in full force and effect.
14. Notices
You agree that any notices required to be given under this Agreement by
DomainPeople, Inc. to you will be deemed to have been given if delivered in
accordance with the contact information you have provided.
15. General
The Registration Agreement and the Dispute Policy, together with all
modifications, constitute the complete and exclusive agreement between you (The
Registrant) and DomainPeople, Inc., and between you (The Registrant) and THE
PARTNER. The Registration Agreement supersedes and governs all prior proposals,
agreements, or other communications. The Registration Agreement is not an
agreement between DomainPeople, Inc. and THE PARTNER. Notwithstanding the
foregoing, if there are any inconsistencies between this Agreement and the
Partner Agreement, the Partner Agreement shall prevail.
Nothing contained in this Agreement shall be construed as creating any agency,
partnership, or other form of joint enterprise between the parties. The failure
of DomainPeople, Inc. to require your performance of any provision hereof shall
not affect the full right to require such performance at any time thereafter;
nor shall the waiver by DomainPeople, Inc. of a breach of any provision hereof
be taken or held to be a waiver of the provision itself. 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. DomainPeople, Inc. will amend or replace such provision with one that is
valid and enforceable and which achieves, to the extent possible, the original
objectives and intent of DomainPeople, Inc. as reflected in the original
provision. This Agreement may not be amended or modified by you except by means
of a written document signed by both you and an authorized representative of
DomainPeople, Inc.
Best regards,
DomainPeople, Inc., (http://www.domainpeople.com) and THE PARTNER
(http://www.thePartner)
Exhibit C
Domain Renewal Notice
Subject line of email notice to read:
Domain Renewal notice from THE PARTNER
Content of email notice to read:
This notice is to advise you that your domain name "x" is due for renewal in
_____ weeks. THE PARTNER is please to provide you with renewal options at the
following URL:
URL to be created
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FAILURE TO RENEW YOUR DOMAIN NAME will result in a cancellation of your domain
name registration making your domain name available to be registered by any
member of the public.
Thank you FROM THE PARTNER. We will advise you again of this notice in two
weeks, if you have not yet renewed your domain or declined to renew your domain
at the above URL.