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Reseller Agreement


Reseller Agreement



Party A:                               Party B: Ourdomains Limited

Address:                              Address:

Contact Person:                    Contact Person:

Phone:                                Phone:

QQ:                                  QQ:

Fax:                                    Fax:

Email:                                Email:

User ID:



1.This Reseller Agreement (“RA”) is a legal agreement by and between you, as you have identified yourself in your account information ("You" and "Your") and the domain service provider, Ourdomains Limited ("Ourdomains"). This RA sets forth the terms and conditions of Your use and resale of Ourdomains’ Domain Name Registration and related services (“Services”). Based on reciprocity and mutual benefit, the two sides agreed to sign this Agreement under the related Laws and Rules, and set rights and obligations, and other provisions. 

2. This Agreement includes the below two sessions.

   a. The Agreement 

   b. Appendices to the Agreement

3. This Agreement will only be effective after all parties signed and stamped on the Agreement and the Appendices.

4. The terms not included in this Agreement, can be included in the complementary agreement based on the cooperation principle. The complementary agreement will be effective after the both parties signed (stamped). Both the Agreement and the complementary agreement have the same legal authority.

5. Disputes happened during the Agreement effective period, the two parties should negotiate based on friendly cooperation principle. If no consensus to reach, the two parties can sue to the local court in Party B’s place.

 


Agreement


1. The cooperation products.

Domain names include all domain names which can be registered under Party B’s port.


2. The cooperation method.

The Party B authorized Party A to sell Party B’s products. After the cooperation starts, Party B will adjust the affiliate level based on the Party A’s sales situation. 


3. Effective Date

The cooperation starts from        Year     Month     Date to      Year       Month     Date.


4. The statement of conditions which Party A can be the Affiliate of Party B. 

a.Party A should be a legal entity or person who can take full responsibility of civil liability. Party A must be familiar with internet and related service of computer, and have professional knowledge and skill to provide related services. At same time, Party A should know the cooperation rules, product service content and detailed business process and the other information. Party A should guarantee the all provided information is true, especially the personal identity and the contact information. Party B will check all above information and qualifications and decide if can authorize the affiliate to the Party A.

b. Party A will take all responsibility if it doesn’t provide real information of identities, and no responsibility at Part B’s side. This includes the third party’s responsibility. At the same time, Party B has right to handle all user account registered by Party A, and related products and services( including but not limited to cancel the affiliate authority, freeze the Party A’s user account, to restore the Party A’s related products and service under its account to default status). 

c. Party A must provide services by the name of Party B.

d. After the cooperation starts, Party B has the right to get the website address where Party A’ develop its business and the contact person information from Party A. This information can be changed. If Party A needs to change the website address, it should submit the request and get authorization again from Party B. If Party B can’t reach Party A, Party B has the right to process the domain names under Party A’ s account by the related terms. 


5. Party A’s rights and obligations

a. Party A shall not display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent themselves as Accredited by ICANN, unless Party A has written permission from ICANN to do so. 

b. Any registration agreement used by Party A shall include all registration agreement provisions and notices required by the ICANN Registrar Accreditation Agreement and any ICANN Consensus Policies, and shall identify Party B or provide a means for identifying Party B, such as a link to the InterNIC Whois lookup service. 

c. Party A shall identify the Party B upon inquiry from the customer.

d. Party A shall comply with any ICANN-adopted Specification or Policy that establishes a program for accreditation of individuals or entities who provide proxy and privacy registration services (a “Proxy Accreditation Program”). Among other features, the Proxy Accreditation Program may require that: (i) proxy and privacy registration services may only be provided in respect of domain name registrations by individuals or entities Accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) Party B shall prohibit Party A from knowingly accepting registrations from any provider of proxy and privacy registration services that is not Accredited by ICANN pursuant the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, Party B shall require Party A to comply with the Specification on Privacy and Proxy Registrations attached hereto. 

e. Party A’s customers are provided with a link to an ICANN webpage detailing registrant educational information, which the link is available at http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm

f. In the event Party B learns that Party A is causing Party B to be in breach of any of the provisions of Registrar-Accredited Agreement with ICANN, Party B will take reasonable steps to enforce its agreement with such Party A so as to cure and prevent further instances of non-compliance. 

g. Party A shall publish on their website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities Specification attached hereto and shall not take any action inconsistent with the corresponding provisions of this Agreement or applicable law. 

h. Party B will use commercially reasonable efforts to enforce Party A compliance with the provisions of this agreement. Party A shall implement responsibilities and obligations in accordance with this agreement so as to provide best services related to domains for Party A’s customers. Upon the occurence of a breach of this agreement from Party A, if Party A failure promptly take reasonable steps to remedy it, Party B reserves rights to terminate this reseller agreement. 

i. Party A can use the words “Ourdomains”, “Cooperate Partner” and the logo in its business materials and advertisement. Without the written authorization, Party A can’t represent itself as “office”, “affiliate”, the certain level of “affiliate”, “regional affiliate” or “ chief affiliate”, and other identities which without the authorization from Party B during the advertising and other business activities.

j. Party A provides domain name registration service to the customer. It needs to develop the market and users by its own. Party A should guarantee to provide good service to its customers and not cheat, compel or use other improper means to infringe the customers and the benefits and fame of Party B.

k. Party A guarantees all business activities are in accordance with Hongkong laws, legislations, administrative regulations and other rules of ICANN and any registry operator . If Party A against above laws, legislations, administrative regulations and other rules, and harm the Party B, Party A should take all legal obligations and compensates to the Party B.

l. Party A should read carefully about the full content of cooperation regulations which published on the Party B’s website (http://www.ourdomains.com/, the same below), and strictly follow the cooperation regulations. Party A requests business from Party B, Party A should follow the Party’s B’s standards and steps, and submit the full data.

m. Party A has the obligations to keep secret and maintain the account and password information of its users. If it’s Party A’s reason for the users’ account and password disclosure, or the third party hijacks the information for improper purpose, or Party A doesn’t get authorization back when it ends, and the results of above lead to lose customers or disputes, Party A needs to take full responsibility.

n. Party A should guarantee to Party B that it provides all information related to the domain name holder and registration is real, complete and accurate. During the business activities, Party A can’t active on behalf of Party B, ICANN, Verisign, CNNIC or other domain name registration authorities, or the government departments. Party A should issue full amount invoice to its customers and take tax.

o. Party A needs to deal with the management of the domain name between its customers and itself. If the complaint from Party A’s customers submits to Party B , Party B will follow the policies from ICANN and any registry operator or other superiors and think the domain name owner owns the full management. If the owner can provide information and follow steps of Party B, Party B will provide the services. Party A has no objection to the customer lose due to that reason.

p. Party A purchase domain name products for its customers through the account which registered at Party B. Party A should admit the customer has right to choose cooperate partner or manager. If the customers of Party A reasonably ask it to transfer the management to the other cooperate partner or account ID, if only the product owners follow Party B’s steps and provide the complete information to transfer user account, Party B will provide the services. Party A has no objection to the customer lose due to that reason. 

q. If the customer’s domain names from Party A’s within 30 days ( calendar day) after expiration, Party B doesn’t receive renewal charges from Party A, Party A’s customer complains to Party B, Party B will renew the domain name upon the market price at that time. After renewal, Party A will lose the management of that domain name. Party A’s customer can decide who owns the management of that domain name. The ownership of that domain name will not change.

r. Party A should keep secret of Party B’s secret information. Party A should pay to Party B’s services according to Party B’s price standard, and pay for its customers in time. If Party A doesn’t pay on time or doesn’t renew in time, Party A should take responsibility if the service stops and data being deleted. Unless the written consent from Party B, Party A can’t provide loan or things to Party B’s employees, and can’t pay any ways of money or discount to Party B’s employees by any reasons or means. If Party A does so, Party A should take the responsibility. If it causes loses of Party B, Party A should compensate all loses of Party B.

s. During the terms of this Agreement and after the termination of this Agreement, Party A guarantees it will not provide business, technology and other information of Party B to Party B’s business competitors and business organizations, otherwise, Party A will take the responsibilities.    

t. Regarding Company name, logo, trade name, brand, domain name and website: during the terms of this Agreement, the use of Party B’s company name, logo, trade name, brand, domain name and website is only limited in the range of this Agreement regulations. Party A can’t use them over the range, and also can’t use them in other purpose. Party A must send written notice and get Party B’s permission before it uses Party B’s name, domain name and website on its publicity materials, business card, marketing, website construction and others. Without permission, the use of Party B’s company name, logo, trade name, brand, domain name and website is considered as infringement. Party A should take responsibility.

u. Party A and its employees guarantee that during the terms of this Agreement and after the termination of this Agreement, they will not harm the brand, company name, domain name and others which belong or will belong to Party B, and also will not depreciate, copy, misrepresent, destroy or do any harm to Party B’s web page or website. During the terms of this Agreement, Party A should work hard to protect, improve above brand, company name, and value of the domain name.

v.  Regarding Expired Registrant Recovery Policy: ICANN approved and adopted the terms set forth in the Expired Registrant Recovery Policy. The ERRP terms are being incorporated into the reseller agreement, effective August 1th 2013. To see at the link
http://www.ourdomains.com/home/Terms?name=changes%20of%20reseller%20agreement%20regarding%20ERRP




6. Party B’s rights and obligations

a. If Party A violates the terms a, b, c, d, e,f,g,h of Subsection 5, Party B will give reasonable notice to Party A to remedy the breach, if Party A fail to do so or fail to response Party B during specified period, Party B will terminate the reseller Agreement with Party A. 

b. Party B provides standard products and services to Party A, and also provides management and after sale services. Party B will also try its best to provide technology support and training to Party A within its business scale, and help Party A improve its technology ability and development the business.

c. Party B will adjust the service system, price system and the cooperation regulation according to the market situation. The adjustment will be published on its website, or the notice will send to Party A by email, QQ and other ways.

d. Party B should keep confidential information of Party A’s account and password and other information which Party A claims to be confidential. Party B provides auto-search function, which Party A can check its business information and account payment information.

e. During the Agreement terms, if Party B can’t get connected with Party A with the contact information provided by Party A, Party B can handle the normal business requests from Party A’s customers. Any disputes, issues, loses, infringements, violations and other matters between Party A and its customers need to be settled by the parties concerned themselves. Party B will not involve.


7. Payment instructions

a. Party B accepts payment methods are bank transfer, Alipay, Paypal, credit card(visa or master). Party A can add funds into own account according to the request for Business.

b. Party B issue invoice to Party A( actual amount can’t exceed the actual consumption amount, and send to Party B through express. If special requests are asked by Party A, it should submit tickets to the customer service team.




8. Effectiveness

a. This Agreement will be effected after both parties signed, and provided the files asked by clause 10.

b. After this Agreement effect, the previous copy will automatically terminate.


9. Change and termination of this Agreement

a. Termination of this Agreement

i.    Termination of this Agreement needs the mutual agreement.

ii.    Each party can ask to terminate this Agreement if force majeure or unexpected happened and make this Agreement can’t be continued.

iii.    If one party states it will not perform this Agreement or behave it will not perform this Agreement, the other party can terminate this Agreement.

iv.    A party to this agreement encounters significant difficulties in business, the brink of bankruptcy into the statutory consolidation period or is liquidated; either party may terminate this Agreement.

v.    This Agreement will be changed accordingly if the laws, administrative regulations and rules changed; if the significant changes happened to the basis of objective circumstances, resulting in inability to perform this Agreement, both parties negotiate and agree, this agreement can be modified or terminated.

vi.    A party fails to perform under this Agreement, and after the other party given a certain period but still not to fulfill its obligations or take remedial measures, which makes the other party pursuant to this Agreement cannot achieve the expected benefits or continue to perform the Agreement, other party is entitled to terminate the Agreement.

vii.    If Party A violates the terms a,b,c,d,e, f, g, h of Subsection 5, Party B will give reasonable notice to Party A to remedy the breach, if Party A fail to do so or fail to response Party B during specified period, Party B will terminate the reseller Agreement with Party A. 

b. Issues after the Agreement terminate

i.    If there are payments left in Party A’ account, it can consume within one month. If cannot use in one month, the money will be frozen, and both of the parties negotiate how to deal with the money. Domain names under Party A will be handled based on the requests of business owners. If no requests submitted, Party B can manage and distribute them.

ii.    The rights and obligations of both parties are ended with the termination of this Agreement. Unless the termination is due to force majeure or accident, the causer should compensate the other party. Found in the performance of any party, or there is evidence that the other party has been, or is expected to be positive breach of contract, the Agreement can be terminated, but shall promptly notify the other party. If the other party fails to perform under this Agreement or continue to fulfill improper or breach of this Agreement, that party may terminate this Agreement and demand compensation for losses. 

iii.    During the terms of Agreement, if one party asks to terminate this Agreement, should notify one month in advance. After the two parties complete their financials and responsibilities, the agreement may be terminated. If one party breach this agreement, and cause loss of the other party, the party shall compensate the other’s losses.

c. Amendment of this Agreement

i. If the policy and law regulations changed, Party B have the option to amend the Agreement accordingly. Anything change with the Agreement, Party B will notify at least 15 days in advance to Party A. 

ii. If both parties agree, they can change the clauses of this Agreement. This change should be made in written.

dResponsibility of breach of Agreement

i. Party A violate national laws, policies, practices of computer industry or public morality and has brought harm or potential harm to the Party, Party has the right to request Party A to be corrected, or stop providing related products (or services), and non-refundable Party A the payment which has been paid.

ii. Party A’s domain name registration is lost or cancelled due to Party B’s reason, the compensation to Party A will not higher than the price of domain name registration. Party A’s reason to lost registration or cancellation, Party B will not take responsibility.

iii. Party B does not accept any ways of debt except the credit line set by Party B. If Party A doesn’t pay in time, Party B will not accept the business request and may stop the service and product to Party A, even cancel the cooperation.

iv. If disputes caused by Party A (like doesn’t provide services and price according to standards, doesn’t pay in time etc.), Party A need to deal with it by itself. If Party A cannot handle and the customers bring the issues to Party B, Party will follow the policies and regulations of CNNIC or ICANN or any other up-level management department. Any fees during the process will be charged by Party A.

v. Party A violates the Agreement terms, or complained by its customers in several times, Party B will send written notice (contains electronic ways) of default. According to the order of severity, Party B will confiscate the penal sum, stop the registration port, and cancel the cooperation authorization. In other circumstances Party A breach the clauses of this Agreement, Party B has rights to handle the account, related products and services of Party A (includes but not limited to freeze domain name, close web products, freeze account, set default status of related products and services under Party A’s account, increase the price to Party A, or cancel the cooperate authorization etc.). Meanwhile, Party A should compensate to Party B.

vi. Both of the two parties agree and understand this Agreement, and this Agreement will replace the previous agreement, no matter in oral or written. This Agreement will be published on the website of Party B, and Party A can download or receive by email. When print and fill out the Agreement, without the permission of Party B, Party A can’t change any clause of this Agreement. 

vii. Any changes to the notice, address or other contact ways, within ten days from the date of change, one party should notify the other party the changes, otherwise, any consequences caused by this shall be taken by the changing party.

e. Force majeure and accidents

i. Adjustment of national policies and regulations, natural disasters or accidents, such things affecting the Party B normal service and technical support, both parties do not take responsibility.

ii. When telecommunication department repair or Party B maintain the host, sometimes may cause interruption of service, or due to the accident block of internet access, host visit speed slow down to Party A, Party A admits these are normal situation, which not belong to the breach of this Agreement.

iii. Due to the specialize of computer and internet industry, damages caused by hacker, telecommunications department or adjustment of ISP technology, access error, power cut, government regulation, adjustment of national policies, IP block, maintain of equipment or system in a short time and other reasons, Party B will not take responsibility.


10. Appendices to the Agreement

Appendices A: Copy of Party A’ commercial instrument (if Party A is individual, Party A need to provide original of personal identity. If Party A is organization,Party A need to provide authorized business license issued by government). Party B shall keep the copy (Party A need to sign on the copy to make sure that identical with the original one).


11. Supplementary Articles

a. Party A and Party B are independent parties who shall strictly accordance with the agreement rights and obligations. This Agreement cannot be explained one party as other party’s cooperator, joint venture, representative or broker  any other ways to union or associate together legally. The name and title of this Agreement is only for reading, no actual means, especially the word of “cooperate partner”, this cannot be understand as Party A can on behalf of Party B and can represent Party B in any civil action in any occasions and any time. Beyond the expressions of this, each party is independent to have rights and obligations. No party shall be imposed on the other party of its debt, or affect other party''''''''s rights. If one party leads to any proceedings, compensations from any third party, the party shall take responsibility independently.

b. The effective time of this Agreement is one year. Within 30 days before this Agreement to expire, only if both parties make written notice to the other that this Agreement will not continue, otherwise this Agreement will automatically renew one year and by parity of reasoning. During the renewal period, if Party B has new agreement, then two parties will sign the new agreement.

c. Disputes arising from performance of the Agreement shall be amicably resolved through negotiation. Negotiation fails, either party shall sue to the people''s court in Party B’s location.

d. There are two copies of this Agreement and the appendices. One copy keeps in Party A, and one copy keeps in Party B. Both of the two copies have same legal authority.



Party A:                                         Party B: Ourdomains Limited

Signature:                                      Signature:

Date:                                             Date:



























Registrants'''''''' Benefits and Responsibilities

Domain Name Registrants'''''''' Rights:

1. Your domain name registration and any privacy/proxy services you may use in conjunction with it must be subject to a Registration Agreement with an ICANN Accredited Registrar.

·You are entitled to review this Registration Agreement at any time, and download a copy for your records.

2. You are entitled to accurate and accessible information about:

·The identity of your ICANN Accredited Registrar;

·The identity of any proxy or privacy service provider affiliated with your Registrar;

·Your Registrar''''''''s terms and conditions, including pricing information, applicable to domain name registrations;

·The terms and conditions, including pricing information, applicable to any privacy services offered by your Registrar;

·The customer support services offered by your Registrar and the privacy services provider, and how to access them;

·How to raise concerns and resolve disputes with your Registrar and any privacy services offered by them; and

·Instructions that explain your Registrar''''''''s processes for registering, managing, transferring, renewing, and restoring your domain name registrations, including through any proxy or privacy services made available by your Registrar.

3. You shall not be subject to false advertising or deceptive practices by your Registrar or though any proxy or privacy services made available by your Registrar. This includes deceptive notices, hidden fees, and any practices that are illegal under the consumer protection law of your residence.


Domain Name Registrants'''''''' Responsibilities:

1. You must comply with the terms and conditions posted by your Registrar, including applicable policies from your Registrar, the Registry and ICANN.

2. You must review your Registrar''''''''s current Registration Agreement, along with any updates.

3. You will assume sole responsibility for the registration and use of your domain name.

4. You must provide accurate information for publication in directories such as WHOIS, and promptly update this to reflect any changes.

5. You must respond to inquiries from your Registrar within fifteen (15) days, and keep your Registrar account data current. If you choose to have your domain name registration renew automatically, you must also keep your payment information current