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Last Revised: 16/06/2021
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

  1. OVERVIEW The Universal Terms of Service Agreement sets forth the general terms and conditions of your use of the Site and the Services. This Reseller Agreement (this “Service Agreement”) governs your use of Verbosec’s Reseller program(s) “Reseller Programs”) for the purpose of selling some of Verbosec’s products and services (the “Services”) to your own customers. Capitalized terms used in this Service Agreement, but not defined are defined in the Agreement.
  2. DESCRIPTION OF SERVICES
    1. Turnkey Reseller Program
      1. Basic and Pro Reseller Programs.The Basic and Pro Turnkey Reseller Programs provide you with a turnkey Reseller site from which you may offer certain Services for sale . The Services available for you to offer for sale may not include all of our Services (“Available Services”). By default, you will be assigned all of the Available Services to offer for sale, except for our Microsoft 365 Services (set out in paragraph 2.3 of this Service Agreement), which you can choose whether to offer for sale. You agree that we may, from time to time, make changes to your Reseller site.
      2. Super Reseller Program.A Super Reseller Program provides you with a turnkey Reseller site from which you may offer for sale the Available Services, as well as offer for sale Reseller Programs to your own Sub-Resellers (customers who purchase a Reseller Program from you).
      3. Microsoft 365 Services. The Reseller Program includes a variety of Microsoft 365 email service plans, should you choose to offer these plans for sale the plans are set forth in the Microsoft 365 Terms of Use.
    2. API Reseller Program. An Application Programming Interface (“API”) Reseller Program (“API Reseller Program”) allows you to sell domain name registrations and email services to your own customers using your own website. We do not provide you with a turnkey Reseller site.
  3. Account Termination; Limitations
    1. Data Protection. Subject to the terms and conditions of the Reseller Data Processing Addendum and its attachments and Appendices (the “DPA”), incorporated herein, you may be granted access to customer data for limited purposes and uses. You warrant that you will comply with all applicable data protection legislation. Any access and use of customer data is permitted only upon your strict adherence to the terms and conditions of the DPA, and any failure to comply with or breach of its terms will be grounds for immediate termination of this Service Agreement and your participation in the Reseller Program.
    2. Access to your customers’ account. We may, in our sole discretion, grant you access to your customers’ account if you have your customer’s consent to manage their products, services, payment methods or other related items (“Account Details”). Additionally, we may, in our sole discretion, require that you provide evidence of such customer consent.

      You will treat all Account Details as Confidential Information. You agree to maintain the integrity and security of your customers’ Account Details, and will limit access of Account Details to its rightful owner. You may not alter, change, cancel or add Account Details without the express consent of your customer. You represent and warrant that your access of any Account Details will comply with all applicable laws, including any data protection laws.
    3. Prices and Fees. Subject to the terms and conditions of this Agreement, you acknowledge that all prices and fees for the Available Services are subject to change from time to time, and at our sole discretion.
    4. Money Back Guarantee. If within thirty (30) days of the date you purchase a Reseller Program, you want to cancel your Reseller account for any reason, you are entitled to a full refund of the annual licensing fee only. You and your customers are not entitled to any refunds for any Services purchased and you will not receive any Commission Payments, if applicable.
    5. Customer Notices. If there are any revisions, modifications, discontinuances or other material changes to the Services that require customer notification, you will assist us in notifying your customers.
    6. Confidentiality. You agree that you will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of our Confidential Information. “Confidential Information” includes, but is not limited to, any customer, order, domain name, Services-specific, or marketing information, or any other non-public information discovered within your Reseller Control Center. Confidential Information does not include any information, however designated, that
      1. is or subsequently becomes publicly available without your breach of any obligation under this Agreement;
      2. became known to you prior to disclosure under this Agreement,
      3. became known to you from a source other than us and other than by the breach of another obligation of confidentiality; or
      4. is independently developed by you.This obligation shall last three (3) years after the termination of your Reseller Program.
    7. Ethical Standards and Anti-Bribery. You shall:
      1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
      2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if that activity, practice or conduct had been carried out in the UK;
      3. comply with the ethics, anti-bribery and anti-corruption policies annexed to this agreement, as we may update them from time to time (“Relevant Policies”);
      4. have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and will enforce them where appropriate; and
      5. promptly report to us any request or demand for any undue financial or other advantage of any kind received by the Agent in connection with the performance of this agreement.
    8. Misrepresentations. You will not make or give any false or misleading representation, warranties, claims or other promises about the price, quality, value, inclusion, deliverability, or availability of any of the Services beyond those contained in the terms and conditions. We reserve the right to suspend or cancel your account for non-compliance with these terms.
    9. Registrar Identification. Upon any inquiry, you must inform the inquirer that Wild West Domains is the registrar on record for any domain names registered through your Reseller site. You may not do anything to give the impression to anyone that you are the registrar on record or an ICANN approved registrar. You acknowledge and agree that you may not use the ICANN Accredited logo on any of your marketing materials or Reseller site.
    10. No Transfers. Your Reseller account is non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business.
    11. Termination. Any earned Commissions may be placed on hold and not paid if, in our sole discretion, we receive an excessive number of chargebacks and/or refunds. If we determine that you have breached any term of this Agreement, we may terminate this Agreement and you shall forfeit all Commissions earned. If you open further reseller accounts with us, they will be cancelled and no commissions will be paid to you. We will be unable to reactivate a terminated Reseller account after sixty (60) or more calendar days.
    12. Proxy Registrations. You shall not knowingly accept registrations from any provider of proxy and privacy registration services that is not accredited by ICANN and shall comply with all ICANN Specifications and Policies in the Proxy Accreditation Program.
    13. ICANN and Registry Rules and Regulations. You acknowledge and agree that we will send all ICANN required renewal notices. You will indicate on your website that the registrar of record will send out renewal notices. You must display all registration and renewal prices on your website (and provide a link to such page upon our request). You must provide all required registration data in ICANN compliant format. You acknowledge and agree that we will interrupt DNS post expiration to display the ICANN required renewal instructions. We will be responsible for all domain name registrant validation. If we are unable to validate, the domain name is subject to suspension or termination in our sole discretion.

      You acknowledge and agree that you are responsible for complying with all applicable ICANN and Registry policies and procedures.
    14. Audit Rights. You acknowledge and agree that we may audit your website and request records and documentation to demonstrate your compliance with the terms and conditions of this Service Agreement and the Agreement. We reserve the right to suspend or cancel your account for non-compliance with the terms of this Service Agreement and the Agreement.
  4. YOUR OBLIGATIONS; REPRESENTATIONS AND WARRANTIES
    1. License. Subject to the terms and conditions of this Service Agreement, we grant you a non-exclusive, non-transferable license to offer the Services for sale. All Reseller Programs are subject to an annual licensing fee. The Services that you choose to offer for sale are subject to the corresponding Service agreements and the policies located on the Legal Agreements and Policies page of this Site and found here.
    2. Intellectual Property. You will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. You will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so.

      You will not use any copyrights, trademarks, service marks, or other intellectual property owned by Verbosec or its parent or affiliate entities unless specifically authorized by us, will not register any trademark that is substantially or confusingly similar to one owned by Verbosec or its parent or affiliate entities, and will not register or maintain any internet domain names containing trademarked terms owned by Verbosec or its parent or affiliate companies (or domain names confusingly similar thereto). You shall not use any of Verbosec’s or its parent’s or affiliates’ intellectual property in your advertising except as specifically authorized by us. You further agree not to use Verbosec’s or its parent’s or affiliates’ trademarks, including our website URLs, as keyword terms in any online advertising campaigns.

      No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited trademark license provided below to Turnkey Resellers, is granted to you or conferred upon you by this Service Agreement.
    3. You acknowledge that Wild West Domains, LLC, a Delaware limited liability company (“Wild West Domains”), shall serve as the registrar of record for the domain name registration Services offered under this Service Agreement. Wild West Domains is an Internet Corporation for Assigned Names and Numbers (“ICANN”) accredited registrar. You acknowledge and agree that as an ICANN-accredited registrar, Wild West Domains is bound by an agreement with ICANN. You acknowledge and agree that Wild West Domains may modify this Service Agreement in order to comply with its agreement with ICANN, as well as any other terms and conditions set forth by ICANN and/or the Registry applicable to the top level domain or country code top level domain in question. Notwithstanding the foregoing, you acknowledge and agree that one of our other affiliated ICANN-accredited registrars may instead serve and be identified as the Registrar of Record in certain circumstances (e.g., as dictated by ICANN, by our relationship with the Registry of any specific top-level domain, etc.).
  5. PROVISIONS SPECIFIC TO TURNKEY RESELLER PROGRAMS
    1. Definitions
      1. “Price Catalog” is a list of Available Services within your Reseller Program, your cost and the retail price range. The Price Catalog is located in the Reseller Control Center
      2. Reseller Control Center is the secure location within your account at our site where you can access our Services Price Catalog, view the Available Services, opt into Marketing Services, and otherwise control and manage your Reseller Program.
    2. Branding. We authorize you to co-brand the Services you resell by using Wild West Domain‘s name and logo along with your own name and logo; however, you may do so only in accordance with the terms and conditions of the Intellectual Property section herein.
    3. Service Pricing. You may set your own prices for the Available Services, subject to the retail price range set by us in the Price Catalog. In addition, you may designate a customer as a “Discount Shopper”. Setting a customer as a Discount Shopper removes your commission from the price paid by that customer for all the Services purchased under that shopper account. The Discount Shopper setting can be enabled within each individual customer’s “Customer Information” section.
    4. Multi-Currency Pricing. You will have the ability to opt in to multi-currency pricing for your Reseller site. Multi-currency pricing allows you to accommodate customers who may prefer to complete the checkout process in a currency other than U.S. Dollars. If you opt in to multi-currency pricing, you acknowledge and agree that (1) while we may offer Service pricing in various currencies, transaction processing is supported only in U.S. Dollars and a select number of the currency options displayed on this Site; and (2) the prices listed in the Price Catalog (including, but not limited to, the base buy rate, minimum retail price, and suggested retail price) located within the Reseller Control Center are not updated in real time. Accordingly, depending on currency exchange rates and other variables, it is possible that sales to customers in a currency other than U.S. Dollars may reduce your Commission Payments and/or result in negative Commission Payments.
    5. Payment for Services. You acknowledge that purchases of Available Services by Prospective Verbosec Customers and Agency Customers (as each are defined in paragraph 5.9 of this Service Agreement) will occur on Verbosec’s ecommerce system, but this shall not prevent you from using your branding on the Reseller site. Verbosec will collect payment directly and make Commission Payments to you in accordance with paragraph 5.11 of this Service Agreement. Payment for Available Services may be made by:
      1. the Prospective Verbosec Customer or Agency Customer themselves, using their own payment details;
      2. you, on behalf of the Prospective Verbosec Customer or Agency Customer, using the Prospective Verbosec Customer’s or Agency Customer’s payment details; or
      3. you, on behalf of the Prospective Verbosec Customer or Agency Customer, using your own payment method.You warrant that you have the express consent and authority from your Customer to make payment under (b).
    6. Fraudulent Transactions. You agree to hold us harmless and to indemnify us in full for and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any transactions processed by us on your behalf that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the domain name registration or transfer process, or from the use of stolen or misappropriated credit cards.
    7. Charging Your Customers. You authorize us to charge each of your customers the dollar amounts designated by you for the Services they purchase via your Reseller site. We may charge your customer a small fee if the customer cancels a domain name registration within the five (5) day grace period and we refund the price of the domain name. We will not charge your customer a fee if we cancel a domain name registration during this period because of fraud.
    8. Transaction Fees. You will pay us $.25 USD per customer order plus 2.5% of the total order cost (collectively, the “Transaction Fees”). You acknowledge the Transaction Fees are subject to change from time to time, and are not subject to refund in the event a customer order for Services is refunded.
    9. Agency Status. Limited Principal-Agency Relationship. Verbosec.com acts as principal and you act as agent on behalf of Verbosec.com. You will either act as ‘introduction agent’ in accordance with clause 5.9.1 below, or ‘selling agent’ in accordance with clause 5.9.2 below. The scope of your agency is limited to the definition included in each section 5.9.1 and 5.9.2 below, and any actions taken by you outside of the scope of this agency are not authorized by Verbosec and will be deemed outside of your authority.
      1. Introduction Agent. You act as an introduction agent on behalf of Verbosec when your customer purchases Services that you offer for sale (“Prospective Verbosec Customer ”), and enters into a contract directly with Verbosec for the Services (including, for the avoidance of doubt, contracting under Verbosec.com Proprietary Limited terms of service). In that capacity, you are authorized to offer for sale Services in accordance with the terms of the Agreement. In addition, you agree to the following:
        1. No authority to bind. You have no authority, and shall not hold yourself out, or permit any person to hold themselves out, or otherwise create the impression that you are authorized to bind us in any way, and shall not do any act which might reasonably create the impression that you are so authorized;
        2. No authority to contract or negotiate. You shall not make or enter into any contracts or commitments or incur any liability for and on behalf of us, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Verbosec Customers; and
        3. Obligation to disclose limits on authority. You will disclose to each Prospective Verbosec Customer that you are our introduction agent and that you have no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of us for those Services.
      2. Selling Agent. You act as a selling agent on behalf of Verbosec when your customer purchases Verbosec Services that you offer for sale and the customer enters into a contract with you for the Services (“Agent Customer”). In that capacity, you are authorized to offer for sale Verbosec Services at the agreed upon pricing. In addition, agree to the following:
        1. That you will enter into a contract with the Agent Customer on our behalf;
        2. That the terms of such contract will be on terms stipulated by Verbosec; and
        3. That the Services you offer for sale on our behalf will be at the retail price range set by Verbosec
      3. You agree to indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us for your actions or omissions as introduction agent or selling agent .
    10. Customer Support. By default, we will provide 24/7 customer support services to you, and to your customers for the Services you offer for sale; however, you can opt out of our customer support services for your customers in the Account Settings area of the Reseller Control Center if you so choose.
    11. Commission Payment. “Commission Payment(s)” are paid monthly and represent commissions earned in the immediately preceding month. For each Service sold via your Reseller site, your commission will be calculated as the difference between your sale price and cost, less the Transaction Fee and/or any applicable refunds or charge backs. Commission Payments can be cancelled or suspended at any time due to chargebacks or suspicion of fraud. In order to receive Commission Payments you will need to set up a payee and assign it to your Reseller account.

      Nothing in this Agreement prevents you from giving away commission to your customers, should you choose to do so. You can set this up by enabling your customer as a Discount Shopper, as detailed above.
      1. A list of supported payment methods, applicable fees, and minimum payment thresholds are published here: Set up a Payee Account
      2. Payee Account Information You may be required to provide information including, but not limited to, that which relates to tax or confirms your identity in order to comply with all applicable laws based on the country indicated in either the contact or payment sections of your payee account during setup.

        You hereby authorize Verbosec to initiate and post entries to the deposit account(s) that you designate, both (i) credit (positive) entries for Commission Payments and (ii) debit (negative) entries to reverse erroneous Commission Payments and/or make adjustments to incorrect Commission Payments. The authority granted to us by you or the deposit account owner(s) will remain in full force and effect until we or the depository institution have received written notification from you or the deposit account owner(s) that such authority has been revoked or until the termination of your Reseller account.

        You acknowledge and agree that Commission Payments may take 1-5 business days to be posted to the deposit account once they are initiated, depending on the Commission Payment method and currency selected. Verbosec expressly disclaims any liability or responsibility regarding the same.

        The issuer of your Commission Payment method or an intermediary may charge you additional fees to receive funds. Please check with the issuer of your Commission Payment method for details.
    12. Charge Backs. In the event that charge back experience related to your customers’ purchase of Services is high, as determined by us, we reserve the right to hold back twenty percent (20%) of your monthly Commission Payments for ninety (90) days from the date the Commission Payment was to be paid.
    13. Marketing Services. Except for Microsoft Office Services that you choose to offer for sale, we (and our related companies) will not market the Services with our branding to your customers; however, we (and our related companies) may market the Services with your branding to your customers. From time to time, we also may make various marketing services available to you. The marketing services may include discounts, promotions, telemarketing services, email marketing services, and/or online advertising services (individually and collectively, “Marketing Services”). The Marketing Services are designed to assist you in more effectively marketing products and services to your customers. The Marketing Services will be offered on an opt-in basis. You acknowledge and agree that (1) the Marketing Services are provided for convenience only, and we make no representations or warranties regarding the same; (2) we reserve the right to modify, change, or discontinue any aspect of the Marketing Services at any time; (3) if you opt in to (or out of) the Marketing Services, it may take up to ten (10) business days for your changes to be effective; (4) all Marketing Services will be selected by us, and you will not be permitted to customize the Marketing Services; and (5) your participation in some Marketing Services, particularly discounts and promotions, could reduce your Commission Payments and/or result in negative Commission Payments.
    14. Trademark License Guidelines. We grant you a non-transferable license to reproduce and display on your website the following trademarks and product names (“Marks”) in association with the resale of our products according to the limited specifications provided in this section: Express Email Marketing®, Quick Shopping Cart®, and Online File Folder®. We also grant you a non-transferable license to reproduce and display the copyrighted legal agreements and documents associated with the offered Services and provided in the Reseller Control Center, provided you include the correct copyright string and do not modify the agreements and documents. You are required to include a small disclaimer on your website indicating the Marks used and their ownership by us and our affiliates, stating: “Third party marks are registered trademarks of their respective owners. All rights reserved.” You shall be required to check the Reseller Control Center periodically to monitor any changes to the Marks, including but not limited to a change from a pending trademark (™) to a registered trademark (®). You must promptly make any revisions to any affected Marks you are using.

      The Services must be clearly identified by their names above, and the use of those names must be used only to accurately describe or reference our Services. The Marks must be reproduced exactly as they appear within this section or as authorized within the Reseller Control Center, and must include the applicable ® or ™ symbol. Each display of a Mark must appear substantially distinct from your name or other text so there is no appearance that they are owned by you or that you have any association with them, other than your association with us. We may provide further specifications to you in addition to these general guidelines and you shall be obligated to adhere to them. You are prohibited from displaying the Marks in such a way that implies an affiliation, sponsorship, or endorsement of you by us other than your relationship with us as a reseller. In the event that we determine, in our sole discretion, that your use of the Marks, or any mark held by any of our affiliates, constitutes a trademark infringement or dilution, we may withhold Commission Payments until the issue is remedied and/or we may immediately terminate your account. All rights not expressly granted by us to you are reserved by us. We may audit your use of our Marks to determine compliance with this section, and we reserve the sole discretion to restrict your use of our Marks. You shall obtain the written permission of us before using the Marks for any purpose other than as explicitly provided in this section or in the Reseller Control Center.
    15. Social Media. You may be given the ability to link to your social media pages from your Reseller site. You acknowledge and agree that you own, or have the right to link to, the social media pages you link to from your Reseller Site. If you use a Google button, you further acknowledge and agree to be bound by the Google Buttons Policy.
    16. Custom Domains. Your Reseller Program may include a custom domain name feature, allowing you to link your Reseller site to a domain name registered by you. The custom domain name feature may be included as part of your Program or offered as an add-on, and may not be available to all Resellers.
    17. Domain Monetization. Our Pro Reseller Program includes domain monetization. Domain monetization is a service that empowers domain name registrants to generate earnings on the traffic generated to their domain names. You will be paid a percentage of the revenue generated from monetization of domain names registered through your Reseller site over the threshold set in the Reseller Control Center, which is subject to change. Your payment for monetization will be made in conjunction with your Commission Payments. You acknowledge and agree that we expressly reserve the right to change, modify or discontinue the domain monetization offering at any time. Further, you acknowledge and agree that your use of the domain monetization offering is subject to and shall be in accordance with the terms and conditions contained in the Cash Parking Agreement, which is incorporated herein by this reference. We reserve the right to screen domain names prior to enrollment and may exclude, in our sole discretion, any domain name for any reason, including, but not limited to: a) violation of this Agreement or the Universal Terms of Service; or b) infringement, or potential infringement, of a third party intellectual property right.
    18. Legal Agreements, Policies and ICANN Requirements. Your Reseller storefront will display a Uniform Term of Service Agreement, Service-level customer agreements, Privacy Policy, ICANN Registrant Rights and Responsibilities, and other legal agreements and policies, some of which your customer will be required to agree to before completing a purchase transaction. You agree that you will not modify or remove, or attempt to modify or remove, any of the legal agreements and policies included in your Reseller site. You shall ensure that the identity and contact information provided by the customer of any privacy or proxy registration service offered or made available by you in connection with each registration will be deposited with us or held in escrow or, alternatively, display a conspicuous notice to such customers at the time an election is made to utilize such privacy or proxy service that their data is not being escrowed. Where escrow is used, your escrow agreement will provide, at a minimum, that data will be released to us in the event you breach this agreement.
    19. Term and Termination. In the absence of notification from you, we will automatically continue providing access to the Reseller Program indefinitely and will charge the Payment Method you have on file at our then current rates for the annual licensing fee. You agree that you will be responsible for notifying us should you desire to terminate your use of the Reseller Program. Notification of your intent to terminate must be provided to us no later than three days prior to your billing date. We reserve the right, in our sole discretion and without notice, at any time and for any reason, to suspend your access to or use of the Reseller Program. Upon termination, your customers’ Services will default to us or a related entity. No refunds will be issued to you or your customers for Services purchased.
    20. Representations and Warranties. You represent and warrant that all information provided by you to set up your reseller site is true, accurate and complete. You also represent and warrant that the name of your site, URL or other branding is being used in good faith and that you have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name. You acknowledge and agree that we make no representations or warranties of any kind in connection with this Agreement and specifically make no guaranty to you against the possibility of objection to, or challenge of, the registration or use of any domain name you use in connection with your Reseller Program.
  6. PROVISIONS SPECIFIC TO SUPER RESELLER PROGRAM
    1. Pro Reseller Terms Incorporated. All of the terms and conditions set forth above in Provisions Specific to Basic/Pro Reseller Programs also apply to the Super Reseller Program and, therefore, are incorporated in this Section by this reference.
    2. Sub-Resellers; Termination. You are responsible for the acts and omissions of your Sub-Resellers. If you provide training and/or technical support to your Sub-Resellers, it must be reasonable. In the event a Sub-Reseller account is terminated by the Sub-Reseller, you, or us, we will use reasonable endeavors to transition that Sub-Reseller’s customers to another Reseller or Sub-Reseller account.
    3. Service Pricing. You may set your own prices for the Available Services, your buy rate for each Available Service is set forth in the Price Catalog. Payment for each Available Service that you sell will be deducted from your Prepaid Account.
    4. Commission Payments. In addition to the Commission Payment listed in the Basic/Pro Reseller section, a Commission Payment will be earned for each Reseller Program sold, as well as the Services sold by your Sub-Resellers. We reserve the right to modify the costs associated with both sources of revenue in our sole and absolution discretion.
    5. Domain Monetization. In addition to any domain monetization revenue you generate via your own Pro Reseller Program, you will be paid a percentage of the revenue generated from the monetization of domain names purchased through your Sub-Resellers’ sites over the threshold set in the Reseller Control Center, which is subject to change. Your payment for monetization will be made in conjunction with your Commission Payments. You acknowledge and agree that we expressly reserve the right to change, modify or discontinue the domain monetization offering at any time. Further, you acknowledge and agree that your use of the domain monetization offering is subject to and shall be in accordance with the terms and conditions contained in the Cash Parking Agreement, which is incorporated herein by this reference. We reserve the right to screen domain names prior to enrollment and may exclude, in our sole discretion, any domain name for any reason, including, but not limited to: a) violation of this Agreement or the Universal Terms of Service; or b) infringement, or potential infringement, of a third party intellectual property right.
  7. PROVISIONS SPECIFIC TO API RESELLER PROGRAM
    1. Branding. We authorize you to co-brand the Services you resell by using Wild West Domain‘s name and logo along with your own name and logo; however, you may do so only in accordance with the terms and conditions of the Intellectual Property section herein.
    2. Prepaid Account. A prepayment account (“Prepaid Account”) is required to operate the API Reseller Program, and must be set up in advance by wiring funds to us in sufficient quantities to cover the cost of the Services that will be purchased. You can find instructions on how to set up your Prepaid Account by clicking on the “Wiring Funds to your Account” link from your home page on the Reseller Extranet.

      You hereby authorize us to initiate and post debit (negative) entries to the Prepaid Account when requests for Services are received from you. Failure to set up and maintain a valid Prepaid Account will prevent you from purchasing any Services from us. If for any reason we are not able to take sufficient funds out of your Prepaid Account to process your requests for Services, and you fail to respond to our notices, any requested transactions will not be processed. You agree that we will not be responsible for transactions that could not be processed because you failed to keep adequate funds in your Prepaid Account to cover those transactions. In any case, if you fail to keep adequate funds in your Prepaid Account, additional charges may apply. We may also charge you a small fee if you or your customer cancels a domain name registration within the five (5) day grace period and we refund the price of the domain name. We will not charge you a fee if we cancel the domain name during this period because of fraud.

      It is your responsibility to cancel your Prepaid Account should you decide to discontinue your API Reseller account. Even after termination of your Reseller account, your Prepaid Account will remain open until we receive written notification from you instructing us to close your Prepaid Account.
    3. Legal Agreements, Policies and ICANN Requirements. You agree to be bound by our Privacy Policy in your dealings with customers and others, and to post a Privacy Policy with similar requirements to ours on your Reseller site home page. You shall also display the ICANN Registrant Rights and ResponsibilitiesICANN Registrar Transfer Dispute Resolution Policy, as well as other legal agreements and policies that we may provide from time to time. You also acknowledge and agree that you shall post on your Site and require your customers (at the time of domain name registration) to acknowledge and agree to the Domain Name Registration and Customer Service Agreement that we provide to you. Should you require that your customers accept additional terms and conditions that are not required by Verbosec, you agree that such additional terms and conditions shall not conflict with the Domain Name Registration Agreement and the policies and procedures adopted by ICANN.

      You acknowledge and agree that the registration and use of domain names is governed, in part, by rules and contracts issued by ICANN. These rules include requirements that registrars maintain certain registration and transaction information for a period of three years and that such information be provided to ICANN upon request in conjunction with any ICANN-initiated audit. To fulfill these ICANN requirements, you agree that you will maintain (a) in electronic, paper, or microfilm form, all written communications constituting registration applications, confirmations, modifications, transfers or terminations and related correspondence with your customers, including registration contracts; and, (b) in electronic form, records of the accounts including dates and amounts of all payments and refunds in conjunction with domain name registrations. Upon request by us, you will provide any information identified in this Section to us within two (2) business days and otherwise cooperate with us in any compliance, regulatory or legal issue arising out of the registration of domain names.

      You agree to provide your customers with adequate customer support, and to maintain contact with them with regard to providing a medium for them to communicate changes in the information they provided as part of the domain name registration process. Upon receiving corrected or updated information you will, within five (5) business days, provide such information to Verbosec so Verbosec may update its registration records.

      You shall ensure that the identity and contact information provided by the customer of any privacy or proxy registration service offered or made available by you in connection with each registration will be deposited with us or held in escrow or, alternatively, display a conspicuous notice to such customers at the time an election is made to utilize such privacy or proxy service that their data is not being escrowed. Where escrow is used, your escrow agreement will provide, at a minimum, that data will be released to us in the event you breach this agreement.
    4. Term and Termination. In the absence of notification from you, we will automatically continue providing access to the API Reseller Program indefinitely and will charge the Payment Method you have on file at our then current rates for the annual licensing fee. You agree that you will be responsible for notifying us should you desire to terminate your use of the Reseller Program. Notification of your intent to terminate must be provided to us no later than three days prior to your billing date. We reserve the right, in our sole discretion and without notice, at any time and for any reason, to suspend your access to or use of the Reseller Program. Upon termination, you shall transition all of your customers and their Services to us and, to that end, you acknowledge and agree that you will timely provide us all customer information, including Registered Name Holder data and past communications with your customers, that we request to make the transition in such a way that your customers’ Services do not lapse. No refunds will be issued to you or your customers for Services purchased.
    5. Notices. You agree that all notices (except for notices concerning breach of this Agreement) from us to you may be posted on our Site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with us or mailed first class postage to the postal address Reseller has on file with us. Notices from Reseller to us shall be made either by email to the customer support address provided on our Site or first class mail to: Verbosec.com, ATTN: Reseller Department, Plot 115, Unit 16, Kgale Mews, Gaborone International Finance Park, Gaborone, Botswana. In all cases, delivery shall be deemed to have been made five (5) days after the date sent.
  8. PROVISIONS SPECIFIC TO MICROSOFT OFFICE PRODUCTS/SERVICESFor Turnkey Resellers reselling any Microsoft 365 Services, the following terms and conditions shall apply and take precedence over any conflicting terms within this Service Agreement.
    1. Service Pricing. For Microsoft 365 Services, the Price Catalog will set your cost and the retail price for each Service. The Price Catalog is located in the Reseller Control Center. We will provide our Services to you according to our Price Catalog. You may set your own prices for any email add on Services you resell, subject to the minimum retail price set by us. All prices for Microsoft 365 plans will be set in the Price Catalog and may not be changed.
    2. Terms and Conditions. You will ensure that all Turnkey Reseller end-customers comply with the terms included in the Microsoft 365 Terms of Use.
    3. Intellectual Property. For Microsoft 365 Services, You will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. You will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so.

      You will use the branding, including any copyrights, trademarks, service marks, or other intellectual property owned by Verbosec or its parent or affiliate entities, provided in the Reseller Control Center for all advertising of any Microsoft 365 Services that you choose to resell. You are prohibited from removing the Verbosec branding from any of the Microsoft 365 Services.

      You will not register any trademark that is substantially or confusingly similar to one owned by Verbosec or its parent or affiliate entities, and will not register or maintain any internet domain names containing trademarked terms owned by Verbosec or its parent or affiliate companies (or domain names confusingly similar thereto). You shall not use any of Verbosec’s or its parent’s or affiliates’ intellectual property in your advertising except as specifically authorized by us. You further agree not to use Verbosec’s or its parent’s or affiliates’ trademarks, including our website URLs, as keyword terms in any online advertising campaigns.

      No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited trademark license provided below to Basic and Pro Resellers, is granted to you or conferred upon you by this Agreement.
    4. Marketing Services. For Microsoft 365 Services, the Services will be marketed with our branding to your customers. You may not remove the provided Verbosec branding when reselling any Microsoft 365 Services.
    5. Trademark License Guidelines. We grant you a non-transferable license to reproduce and display on your website the following trademarks and product names (“Marks”) in association with the resale of our products according to the limited specifications provided in this section.

      We also grant you a non-transferable license to reproduce and display the copyrighted legal agreements and documents associated with the offered Services and provided in the Reseller Control Center, provided you include the correct copyright string and do not modify the agreements and documents. You are required to include a small disclaimer on your website indicating the Marks used and their ownership by us and our affiliates, stating: “Third party marks are registered trademarks of their respective owners. All rights reserved.” You shall be required to check the Reseller Control Center periodically to monitor any changes to the Marks, including but not limited to a change from a pending trademark (™) to a registered trademark (®). You must promptly make any revisions to any affected Marks you are using.

      The Services must be clearly identified by their names above, and the use of those names must be used only to accurately describe or reference our Services. The Marks must be reproduced exactly as they appear within this section or as authorized within the Reseller Control Center, and must include the applicable ® or ™ symbol. Each display of a Mark must appear substantially distinct from your name or other text so there is no appearance that they are owned by you or that you have any association with them, other than your association with us. We may provide further specifications to you in addition to these general guidelines and you shall be obligated to adhere to them. You are prohibited from displaying the Marks in such a way that implies an affiliation, sponsorship, or endorsement of you by us other than your relationship with us as a reseller. In the event that we determine, in our sole discretion, that your use of the Marks, or any mark held by any of our affiliates, constitutes a trademark infringement or dilution, we may withhold Commission Payments until the issue is remedied and/or we may immediately terminate your account. All rights not expressly granted by us to you are reserved by us. We may audit your use of our Marks to determine compliance with this section, and we reserve the sole discretion to restrict your use of our Marks. You shall obtain the written permission of us before using the Marks for any purpose other than as explicitly provided in this section or in the Reseller Control Center.
  9. SPECIAL TERMS AND CONDITIONS FOR RESELLERS RESIDING IN INDIA For Resellers residing in India, the following terms and conditions shall apply to purchases of the Basic Reseller Program made after the “Last Revised” date at the top of this Agreement.Basic Reseller Program comes with both introductory pricing (“Introductory Pricing”) and standard pricing (“Standard Pricing”). Receipt of Introductory Pricing will be contingent upon achieving a revenue benchmark (“Revenue Benchmark”). The current Introductory Pricing, Standard Pricing, and Revenue Benchmark will display on the Reseller landing page, or the disclaimers linked to the Reseller landing page, of this Site.The Basic Reseller Program comes with both introductory pricing (“Introductory Pricing”) and standard pricing (“Standard Pricing”). Receipt of Introductory Pricing will be contingent upon achieving a revenue benchmark (“Revenue Benchmark”). The current Introductory Pricing, Standard Pricing, and Revenue Benchmark will display on the Reseller landing page, or the disclaimers linked to the Reseller landing page, of this Site.When you purchase the Basic Reseller Program, you will be charged Introductory Pricing. If you have achieved the Revenue Benchmark when reviewed at six (6) months after your purchase, you will remain on Introductory Pricing for the remaining six (6) months of your Basic Reseller Program. If you have not achieved the Revenue Benchmark when reviewed at six (6) months after purchase, you will convert to Standard Pricing for the remaining six (6) months of your Basic Reseller Program, and your Payment Method on file will be charged the difference between the Introductory Pricing and the Standard Pricing. Any charges made to your Payment Method on file will be non-refundable, even if you achieve the Revenue Benchmark at a later date.We expressly reserve the right to change or modify the Introductory Pricing, Standard Pricing, and Revenue Benchmark at any time, and such changes or modifications shall be posted online at this Site and shall be effective immediately without need for further notice to you. Changes or modifications to the Introductory Pricing, Standard Pricing, and Revenue Benchmark shall be effective when your Basic Reseller Program comes up for renewal.Except as otherwise provided on the Reseller landing page, or the disclaimers linked to the Reseller landing page, of this Site, all Basic Reseller Programs shall be offered for twelve (12) months only to Resellers residing in India. We reserve the right to discontinue availability of the Basic Reseller Program after twelve (12) months or continue availability at Standard Pricing.
  10. THIRD PARTY PRODUCTS AND SERVICES.You may be entitled to sell third party products and services.
  11. Limitation of Liability
    1. In addition to any language in the UTOS, the following applies:Nneither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
      • any loss of profit, sales, revenue, or business;
      • loss of anticipated savings;
      • loss of or damage to goodwill;
      • loss of agreements or contacts;
      • loss of use or corruption of software, data or information;
      • any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
      • any loss that is an indirect or secondary consequence of any act or omission of the party in question.
    2. The total liability of either party to the other for all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid to you for the entire term of this agreement.
    3. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    4. Nothing in this agreement shall limit or exclude the liability of either party for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or (as applicable);
      • fraud or fraudulent misrepresentation;
      • liability under any indemnities in this Service Agreement; and
      • any matter for which it would be unlawful to exclude or restrict liability.