Terms of Use

This Terms of Use document (“Agreement”) sets forth the terms and conditions under which HEXONET Services Inc. (“HEXONET”) provides its products and services and constitutes a legally binding agreement between HEXONET and any party subscribing for or otherwise using HEXONET’s products and/or services (“Reseller”).  Each of HEXONET and Reseller is also herein referred to as a “Party” and collectively as the “Parties.”  This Agreement is hereby made part of and incorporated into the HEXONET Order Form, and any provision, purchase, and use of HEXONET’s products and services are subject at all times to this Agreement and the policies and agreements incorporated into, and made an integral part of, this Agreement by reference herein.  This Agreement will effectively bind Reseller upon Reseller's submission of the Order Form by clicking the “SUBMIT” button at the end of the Order Form.

TERMS & CONDITIONS

  1. DEFINITIONS
    1. “Affiliate” means any legal entity that owns, is owned by, or is under common ownership with a Party with ownership of the shares, interests or assets of such legal entity or Party, as applicable.
    2. “Application” means an order for the registration of a particular domain name or group of domain names.
    3. “End User” means the party that subscribes for the services of Reseller for which Reseller, in turn, is using or intends to use the Services herein.
    4. “Intellectual Property” means all rights, title, interest and benefit of HEXONET in and to intellectual property of every nature, whether registered or unregistered, including, without limitation, all copyrights, patents, trademarks, certification marks and industrial designs, applications for any of the foregoing, trade names, brand names, business names, trade secrets, proprietary manufacturing information and know-how, instruction manuals, inventions, inventor’s notes, research data, blue prints, drawings and designs, formulae, calculations, processes, prototypes, source codes, digital files, URLs, technology, together with all rights under license agreements, sublicense agreements, strategic alliances, development agreements, technology transfer agreements and other agreements or instruments relating to any of the foregoing, that are owned by HEXONET or related to the Services.
    5. “Order” means Reseller’s order for Services hereunder, whether online or other means approved by HEXONET.
    6. “Order Form” means the HEXONET online reseller registration/subscription form, located on the Web pages of HEXONET, for subscription of the Services.
    7. “Services” mean the provision of a platform that facilitates the administration of domain name registrations and the other products and services related thereto, including software sold or licensed in conjunction therewith.
  2. THIS AGREEMENT
    1. Effectiveness. This Agreement becomes binding on Reseller from the earlier of (a) the time an Order is submitted to HEXONET, (b) when Reseller receives or starts using the Services in whole or in part, including the submission of any Application through the Services (“Point of Effectiveness”), or (c) the time the Order Form is submitted for registration/subscription of Services. This Agreement becomes binding on HEXONET from the time HEXONET accepts the Order by sending Reseller a written or electronic confirmation thereof. HEXONET reserves the right to accept or reject any Order or Application at its sole discretion. The term of this Agreement will be from the Point of Effectiveness to the moment this Agreement is terminated in accordance with the termination provisions herein.
    2. Policies. By submitting an Order, Reseller acknowledges that Reseller has read, understood, and agreed to all the terms and conditions of this Agreement, including any other agreement or policy (collectively “Policies”) referenced herein or that may be published by HEXONET from time to time. The current Policies may be found at http://www.HEXONET.net/legal.php. Reseller understands and agrees the Policies include the policies and terms set by ICANN and the individual registry operators, which are incorporated herein as an integral part of this Agreement.
    3. Amendments. Reseller acknowledges and agrees that this Agreement and the Policies may be amended from time to time. The operative and effective version of this Agreement shall be the latest version available at http://www.HEXONET.net/legal.php. It is Reseller’s sole responsibility to keep a copy of the current Agreement and Policies or to frequently visit the Web pages of HEXONET that display the most current versions thereof. HEXONET shall not be obligated to send Reseller any notice of amendments to this Agreement and Reseller’s continued use of the Services shall constitute Reseller’s agreement to such amendments. If Reseller objects to any amendment, then Reseller’s sole remedy shall be to terminate this Agreement in accordance with the termination provisions herein.
    4. Priority of Agreements. Subject to the express written agreement signed by an officer of HEXONET, the terms of this Agreement supersede the terms of any other agreement or communication (whether written, verbal or otherwise) between Reseller and HEXONET as they relate to the Services.
  3. THE SERVICES
    1. HEXONET’s Role. In the procurement, registration, and administration of domains, HEXONET acts only as a mediator between Reseller and the other parties involved in the registration process, including registrars and the institutions authorized to administer the central databases for the particular domain names. In this regard, submission of an Order or individual Application does not guarantee registration or continued existence of the registration of a domain name. HEXONET disclaims any liability for any domain name that fails to get registered or remain registered for any reason.
    2. Partial Delivery. Should the Services be only partially deliverable, Reseller will accept partial delivery.
    3. Order Confirmation. Reseller undertakes to ensure that the Order submitted to HEXONET is correct and to check the confirmation of Order and notify HEXONET if there is any mistake or discrepancies.
    4. Registrations. Domain name registrations are not effective until HEXONET delivers to the applicable registry operator the Order information and such registry puts the registration into effect. Registrations shall be for fixed periods only and from 1 to 10 year registrations. Submission of Applications do not guarantee that the domain name will be successfully registered. HEXONET is not responsible for any domain name not registered.
    5. Domain Name Services and Servers. Domain name Servers and Services (DNS) are provided in accordance to Section 5, sub-section f of this Agreement, which excludes use of DNS with registration that are pornographic, related to gambling, related to pharmaceuticals, or potentially are illegal in nature. Use of DNS with such registrations constitute a material breach of the Agreement and is terms for Termination.
    6. Renewals. All registrations will be automatically renewed unless a written notice of non-renewal is received by HEXONET at least 3 months prior to the expiration date of the registration. It is the sole responsibility of Reseller to ensure that HEXONET receives payment, or shows sufficient funds in Reseller’s account, for each renewal at least 30 days prior to the expiration (or proposed renewal) date. If HEXONET does not receive the funds in time or there are insufficient funds in Reseller’s account by such time, then HEXONET may at its sole discretion cancel the renewal and take over ownership of the domain name and add it to HEXONET’s own portfolio. All amounts paid to the end of the registration period will not be refunded or prorated.
    7. Intermediaries & Other Policies. Reseller consents to HEXONET submitting Applications to an authorized registrar either directly or through an intermediary. Reseller also understands that domain names are administered by a multitude of different organizations internationally. Each of these organizations has different terms and conditions for the registration and administration of domain names and for the proceedings in the event of domain name disputes. In this respect, the terms and conditions of each registrar, intermediary, and/or organization shall additionally apply and Reseller shall be bound thereto by continuing with the registration process. These terms and conditions can be accessed on the Web pages of HEXONET at http://www.HEXONET.net/domainpolicies_na.php
    8. Multilingual Domains. In the case of multilingual domain names, Reseller acknowledges and agrees that Services in connection with these registrations can be permanently interrupted and/or modified without prior notice. Reseller bears sole and all risk for such interruptions and/or modifications interfering with or preventing the use and/or the intended use of one or more multilingual domain names. Reseller understands and agrees that the mode of operation of multilingual domain names is not concurrent with that of conventional domain names. Reseller further understands and agrees that due to the necessary introduction of technical innovations a multilingual domain may not necessarily function as intended or at all.
    9. Domain Name Ownership. Reseller understands and agrees that the registrant of the domain name shall have sole legal ownership of the domain name. It is Reseller’s sole responsibility, and not the responsibility of HEXONET, to ensure that the Customer is recorded as the legal owner of the domain name and that nothing diminishes, terminates, or challenges such ownership rights. In this respect, Reseller shall not abuse or misuse, whether intentionally or unintentionally, any administrative contact abilities in any way that has the effect of diminishing, terminating, or challenging the Customer’s ownership in the domain name.
    10. Domain Backorder. Resellers understands and agrees that backordering a domain is simply a request by the Reseller to HEXONET, asking HEXONET to attempt to secure the backordered domain if it subsequently becomes available for public registration. The Reseller also acknowledges and agrees to all the following terms when placing a backorder bid with HEXONET:
       
      1. Backordering Without Guarantees. Reseller agrees that HEXONET may or may not succeed in its attempt to publicly register the backordered domain on behalf of the Reseller and that HEXONET offers no guarantee in successfully acquiring or registering any domain whatsoever.
      2. Equitable Distribution. If HEXONET receives multiple backorder requests for the same domain and if the domain is successfully registered by HEXONET when it becomes publicly available, HEXONET reserves the right to allocate the domain to any third party auction provider of HEXONET's choice to ensure that the backordered domain is equitably released to the public. Once allocated to a third party auction provider, HEXONET is extracted from the process and has no responsibility over the allocation of the backordered domain. Additionally, Reseller is fully responsible for contacting the third party auction provider and agreeing to the terms and conditions of the auction provider to participate in the auction.
      3. Backorder Request Fee and Required Deposit. Placing a backorder request is free of charge, but applicable fees and refundable deposits, will apply throughout the backorder process. Three days prior to a backorder domain potentially being available for public registration, HEXONET will withdraw a refundable deposit from the Reseller's account, which will be used for payment, if the backorder domain is successfully registered by HEXONET and Equitable Distribution does not apply. In the event the Reseller's account has insufficient funds to secure a deposit for a backordered domain, 24 hours before the domain becomes publicly available, the Reseller's backorder request will be considered null and void. If HEXONET fails to publicly register the backordered domain or if Equitable Distribution applies or if the Reseller deletes the backorder request between 72 hours and 24 hours prior to the backorder domain becoming publicly available, then the deposit shall be automatically refunded back to Reseller's account. Backorder requests cannot be deleted during the 24 hour period prior to a backorder domain being publicly available, thus a refund of deposit during this period is prohibited.
      4. Backorder Fees and Registration Fees. If HEXONET is successful in registering a backordered domain when it publicly becomes available and Equitable Distribution does not apply, the deposit withdrawn from the Reseller's account is immediately used for registration and ancillary fees for the backorder domain. Once the deposit is converted into registration fees, the ownership of the domain is immediately assigned to the Reseller. Registration fees include the minimum registration term for the domain for a given registry. In most cases the domain will be registered at the respective registry for a one-year term, except for those registries that have longer than a one year minimum registration term. HEXONET will not refund any applied registration fees or backorder fees for a backordered domain that has been allocated into a Reseller's ownership and account.
      5. Domain Backorder Parking Page. HEXONET reserves the right to point all unallocated backordered domains due to Equitable Distribution to a parked web page that informs visitors that the domain has recently been registered via HEXONET's backorder service, allocated to a third party auction provider for Equitable Distribution, and may include promotional or other information (including without limitation hyperlinks) as determined by HEXONET and HEXONET partners at HEXONET's sole discretion.
      6. Domain Backorder Notices. HEXONET offers alerts that may assist the Reseller in identifying the current status of domains on backorder or domains Reseller may wish to backorder. Such alerts are provided on an as-is basis and HEXONET does not represent or warrant to the truth or accuracy of such information. Prior to placing a backorder for a particular domain, Reseller should independently confirm all such information by performing WHOIS searches that can be found on the websites of ICANN accredited registrars.
      7. Domain Backorder Rating System. The Domain Backorder Rating System is a computerized algorithm that takes into account various numeric inputs to produce a purely mathematical gauge of a domain’s utility (historically how and how much it has been used). Factors that go into the rating may include domain class, historical traffic, link associations, etc. This rating has nothing to do with a domain’s value, quality or worth and should only be used as a mathematical starting point to investigate a domain more in depth if one wishes to do so. IN NO EVENT WILL HEXONET BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE DOMAIN BACKORDER RATING SYSTEM RELATING TO DOMAIN BACKORDERING, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DOMAIN VALUE OR OTHER MONETARY EFFECT, EVEN IF HEXONET IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DOMAIN BACKORDER RATING SYSTEM AND INFORMATION ON BACKORDERING IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE STAR RATING SHOULD NOT BE INTERPRETED AS A PROMISE OR GUARANTEE OF FUTURE DOMAIN MONETARY VALUE. CUSTOMERS AND RESELLERS USING THE STAR RATING OF A BACKORDER DO SO AT THEIR OWN RISK AND SHOULD SEEK QUALIFIED PROFESSIONAL AND INDEPENDENT ADVICE AS TO THE VALUE OF A DOMAIN NAME
    11. WhoisTrustee and WhoisTrustee Lite. Resellers who choose to offer WhoisTrustee and WhoisTrustee Lite ("WhoisTrustee Services") understand and agree to all the terms and conditions of this Agreement, but also the terms and conditions of WhoisTrustee.com Limited located at www.whoistrustee.com/legal.php. Resellers understand and agree that WhoisTrustee Services protects the privacy of domain name registrants by providing privacy registration for new and existing domain name registrations, where the registrant owner of a domain name is replaced with the name of WhoisTrustee.com for the public WHOIS data. The following additional terms and conditions apply for Resellers:
       
      1. HEXONET has the right at its sole discretion to suspend, cancel, or modify the WhoisTrustee Services any time without notice.
      2. HEXONET may resolve any and all third party claims, whether threatened or made, arising out of the WhoisTrustee Services.
      3. Suspension or termination of WhoisTrustee Services for any reason will immediately disclose the original registrant, admin, billing, and technical contact information for a domain name.
      4. HEXONET has the right to disclose the identity and other personal information, as well as, terminate or suspend WhoisTrustee Services for the following reasons, but are not limited to:
        1. failure to pay for WhoisTrustee Services on time;
        2. required by law enforcement, government, or court ruling, requirement, regulation, or order;
        3. required by any of ICANN's standards, policies, procedures or practices, including the UDRP;
        4. required by ccTLD registry standards, policies, procedures or practices, including the respective registry's UDRP policy;
        5. to comply with any legal process served upon HEXONET ;
        6. receipt of a legal complaint regarding the use, content or registration of a domain name;
        7. receipt of a formal request from an alternative dispute service provider;
        8. receipt of a third party complaint of illegal or morally objectionable use of the domain name engaged with transmitting SPAM, viruses, worms or other harmful computer programs;
        9. receipt of allegation of use of the service to conceal involvement with illegal, illicit, objectionable or harmful activities;
        10. receipt of allegation that the registration violates or infringes upon the legal rights of a third party, or any third-party trademark or trade name;
        11. that disclosure is necessary to further determine an allegation of breaching a law;
        12. deletion of a domain name using WhoisTrustee Services;
        13. If necessary to avoid any financial loss or legal liability (whether civil or criminal) on the part of HEXONET or any of its related companies and their directors, officers and employees from any and all third party claims; or
        14. If deemed necessary at the sole discretion of HEXONET.
    12. Restrictions. Reseller will not, and will not permit any of its End Users or other third party to copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to any aspect of the Services (including any software provided by HEXONET) to ascertain, derive, and/or appropriate for any reason or purpose the source code or trade secret information thereof.
  4. PRICING & PAYMENT
    1. Prices. The prices charged to Reseller for the Services are published on the HEXONET Web site (“Pricing Schedule”) and are subject to modifications at HEXONET’s sole discretion. Unless otherwise specified, all money amounts stated herein are in Canadian Dollars.
    2. Payment Obligation. Reseller will timely pay to HEXONET the fees based on the Pricing Schedule and via the acceptable method(s) approved by HEXONET. Without limiting any other term of this Agreement, non-payment of money amounts hereunder will constitute material breach of this Agreement. All transaction costs and currency exchange losses will be covered by Reseller.
    3. Taxes. Reseller will pay all sales, value-added, and other applicable taxes (including, Canadian goods and services taxes), unless Reseller provides HEXONET with satisfactory proof of exemption.
    4. Replenishing Account. HEXONET will have no obligation to provide the Services until HEXONET has received actual payment or proof of payment satisfactory to HEXONET at its sole and arbitrary discretion (including credit card number and corresponding expiration date or topping off of sufficient funds in Reseller’s account with HEXONET via a method approved by HEXONET). Except as otherwise expressly agreed to in writing signed by an officer of HEXONET, Reseller must have sufficient funds in the Reseller’s account to cover the payments owed for the particular Order. If there is insufficient funds in the Reseller’s account at the time an Order is made, then HEXONET reserves the right to suspend or terminate the Services without notice or place the particular domain name(s) into HEXONET’s own portfolio or otherwise release them.
    5. Payment Methods. Approved methods of payment for the Services are by debit, PayPal, credit card or by wire transfer. Reseller must pay in advance for PayPal or bank transfer payments.
    6. Invoices. HEXONET will send Reseller an invoice each month for the Services rendered and corresponding fees charged thereto. The invoices may be sent in PDF format. If Reseller requests invoices via regular mail, then HEXONET may charge $5 per mailing. For debit entries, HEXONET may additionally charge a processing fee of $12 per debit plus the transaction costs of HEXONET per debit entry.
    7. Chargebacks. Reseller automatically forfeits all rights to the Services and the affected domain names if there is any charge back by Reseller’s bank or credit card company for payment in connection with the Services, indication of or actual credit card fraud, or other reversal of or invalid payment (“Chargeback”). If there is any Chargeback, then HEXONET may, at its sole reasonable discretion, include reserved domain names in its own portfolio or to release them to third parties or take other action as deemed appropriate by HEXONET.
    8. Refund Policy. Advance payments for domain names that could not be registered will be credited to the Reseller’s account and will be refunded upon request. Any transaction costs for the refund will be covered by Reseller. If this Agreement is suspended or terminated for cause by HEXONET or otherwise terminated by Reseller for reasons other than HEXONET’s material breach, then payments already made for the Services will not be refundable whether in whole or prorated.
    9. Records. HEXONET may maintain records of all the Services provided hereunder. If there is any inconsistency or conflict between HEXONET’s records and that of Reseller or any other party (including, but not limited to, End Users or Sub-Resellers), then HEXONET’s records will be deemed the accurate and effective records.
  5. OTHER OBLIGATIONS & RESTRICTIONS
    1. Good Faith
    2. Representation. Reseller represents, warrants, and guarantees that:
      1. it has the full power and authority to execute, deliver, and perform under this Agreement;
      2. this Agreement is valid, binding, and enforceable against Reseller in accordance with the terms herein and no provision requiring Reseller's performance is in conflict with Reseller’s obligations under any other agreement;
      3. Reseller (if not a natural person) is duly organized, authorized and in good standing under the laws of the jursidiction of its organization; and
      4. the domain name(s) in the Application and the use of the domain names do not and will not interfere with, conflict with, or infringe the rights of any third party or violate any law, regulation, rule or policy generally accepted in the Internet industry.
    3. Data Submitted. Reseller will provide HEXONET with complete and accurate data in connection with each Application, registration, and renewal and Reseller will ensure that such data is updated and kept current at all times. Without limiting the effectiveness of any other provision of this Agreement, breach of this section will be deemed a material breach of this Agreement.
    4. Whois Information. Reseller will ensure that the Whois and other information of End Users are at all times complete and accurate, and that such information is updated and kept current at all times.
    5. Modifications to Whois. If Reseller intends on changing the registrant name, administrative contact, or domain name server information (“DNS”) for any domain name procured by Reseller and registered through HEXONET, then Reseller must obtain a written consent signed by the registrant of record or administrative contact (other than Reseller) prior to making any such change. Reseller will be solely liable at all times, and HEXONET will not be liable whatsoever, for any change to the registrant name, administrative contact, or DNS made by or through Reseller. If there is any conflict as to the authenticity of any such change, then HEXONET will have the right to make a determination, at its sole discretion, as to the correct registrant, administrative contact, or DNS, and Reseller agrees to cooperate with and be bound by such determination. If HEXONET determines that the change was not authorized, then HEXONET will have the right to change the information back to the previous information. Without limiting any other term of this Agreement, breach of this section will constitute a material breach of this Agreement.
    6. Illegal Activity & Abuse. Reseller will not use the Services in a manner that is, or potentially is, illegal, a legal risk to HEXONET, generally objectionable in the Internet community, or degrading to the quality, goodwill, reputation, or provision of the Services. Without limiting any other term of this Agreement, breach of this section will constitute a material breach of this Agreement.
    7. Username & Password. It is Reseller’s responsibility, and not the responsibility of HEXONET, to keep, guard, and remember the username and password associated with Reseller’s account with HEXONET. If Reseller loses, forgets, or compromises the secrecy of the username and password, then Reseller must immediately notify HEXONET to obtain a new username and password; provided, however, that such notice to HEXONET will not absolve Reseller from any liability arising from the unauthorized use of the username and password. HEXONET’s only obligation will be to provide a new username and password to the administrative contact recorded in the Whois at the time. Reseller will follow HEXONET’s then current procedures for changing the usernames and passwords, which may entail submission and notarization of certain forms, documents, and photo identification (as requested by HEXONET). Reseller will be held solely responsible for any unauthorized use of Reseller’s username and password.
    8. Reseller’s Terms of Service. Reseller will require all End Users to agree to Reseller’s paper or electronic agreement or terms of use as a precondition to the purchase, receipt, or use of Reseller’s services, including the Services (“Reseller TOU”). Reseller is permitted to obligate End Users to agree to additional terms and conditions, provided that such additional terms and conditions do not conflict with this Agreement or any policy implemented by ICANN or any registry operator. The Reseller TOU must include in all material substance the then current terms and conditions as contained in this Agreement. The Reseller TOU must include in material substance the following terms:
      1. Reseller must provide provisions and notices required by the ICANN Registrar Accreditation Agreement and any ICANN Consensus Policies, as well as, a URL or link to ICANN’s webopage on the Reseller TOU.
      2. Reseller must either identify the ICANN accredited registrar ("Sponsoring Registrar") upon inquiry from any clients or he must offer his clients the possibility to do a WHOIS query for gTLDs. In case of gTLD Registrations through HEXONET, the sponsoring registrar is 1API GmbH.
      3. End User will indemnify, defend, and hold harmless Reseller, and its Affiliates, third party vendors, service providers, licensors, and contractors (and each of their Affiliates, directors, officers, managers, employees, vendors, service providers, contractors, and agents) from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defense) that any of them may suffer or incur as a direct or indirect result of End User’s relationship with Reseller or the provision or use of any service offered by Reseller.
      4. End User understands, acknowledges, and agrees that the Reseller TOU may be amended from time to time and without prior notice and that all such amendments will be binding on End User from the date of thereof.
      5. End User understands, acknowledges, and agrees that the person recorded as the administrative contact for the domain name will have full access to the username and password therewith and, as a result, will have the ability to control the administration and ownership of the domain name, including the ability to execute registrant transfers, registrar transfers, and Whois changes. If End User loses or forgets the username and password, Reseller’s only obligation will be to provide a new username and password to the administrative contact recorded in the Whois at the time. End User further agrees to follow Reseller’s then current procedures for changing the administrative contact of record, which may entail submission and notarization of certain forms, documents, and photo identification (as requested by Reseller).
      6. If End User is acting as a reseller and uses private or proxy registration service in the submission of any data, then End User must either (1) display a notice to its own customers at the time an of a registration or submission of data, that usage of a privacy or proxy service means that the registration data is not being escrowed or (2) if End User is escrowing registration data through an authorized escrow service company, that the End User's escrow agreement contain the provision that upon breach of Reseller TOU by End User that all data be released to Reseller, and that such breach is harmful to consumers or the public interest.
      7. If End User is reselling gTLD Domain Names, the End User is required to provide and display to all of its registrant customers a link to ICANN's "Registrant Rights and Responsibilities" document. The URL to this document is at http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm. Failure of End User to inform display and provide this URL to End User's registrants is a breach of the End User's obligations.
    9. Solicitation/Marketing Emails. Reseller agrees not to send or to have sent any emails containing any type of advertisement without the explicit agreement of the respective recipient. In particular, this applies if the respective emails all have the same content and are sent out in a mass mailing (spamming). Should Reseller violate this restriction, HEXONET has the right to block all Services immediately and to hold Reseller liable for all resulting damages.
    10. Incoming Emails. Reseller will check the incoming messages in Reseller’s email accounts at regular intervals not to exceed 2 weeks. HEXONET is entitled to return incoming personal messages to the sender if the capacity of the mail box prescribed in the respective Service package is exceeded.
    11. Reseller Website. Reseller is obligated to design Reseller’s Internet presentation or Web site in such a way that Reseller can avoid exceeding the agreed amount of traffic (e.g., by not using CGI-scripts, which require higher computing power or need more than the average memory). HEXONET has the right to close Web pages to Reseller or third-party traffic if they do not comply with the above mentioned requirements. HEXONET will immediately notify Reseller of such measures. Reseller will not run any chats on any of its Web sites associated with HEXONET or the Services.
    12. If Reseller utilizes any privacy or proxy registration service in conjunction with the registration or submission of any data, the Reseller must either (1) display a notice to its own customers at the time an of a registration or submission of data, that usage of a privacy or proxy service means that the registration data is not being escrowed or (2) if End User is escrowing registration data through an authorized escrow service company, that the End User's escrow agreement contain the provision that upon breach of Reseller TOU by End User that all data be released to Reseller, and that such breach is harmful to consumers or the public interest.
    13. Representation of ICANN. Reseller is forbidden from displaying the ICANN or ICANN-Accredited Registrar logo, or from otherwise representing itself as accredited by ICANN unless it has written permission from ICANN to do so. Breach of this this term is ground for immediate termination of this Agreement.
    14. The Reseller must either identify the ICANN accredited Registrar ("Sponsoring Registrar") upon inquiry from any clients or he must offer his clients the possibility to do a WHOIS query for gTLDs.
    15. The Reseller, if reselling gTLD Domain Names, is required to provide and display to all of its registrant customers a link to ICANN's "Registrant Rights and Responsibilities" document. The URL to this document is at http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm. Failure to display and provide this URL to Reseller's registrants is a breach of the Reseller's obligations.
  6. DISPUTE RESOLUTION
    Reseller agrees that if any registration is challenged by a third party, Reseller shall be subject to the provisions specified in the applicable domain name dispute policy, including the Policies. If HEXONET is notified that a complaint or legal action has been filed with a judicial or administrative body regarding any domain name registered through the Services, then Reseller agrees not to make any changes to the domain name record without HEXONET’s prior written approval. Reseller further agrees that HEXONET may, at its sole discretion, place a hold or lock on the domain name, otherwise prevent Reseller from making any changes to the registration, or transfer control over the domain name to the applicable registry until (a) HEXONET is directed to do so by the judicial or administrative body, or (b) the dispute has been settled and HEXONET receives satisfactory documentation evidencing the settlement.
  7. TERMINATION
    1. Reseller. Reseller may terminate this Agreement by providing HEXONET with 30 calendar days’ written notice. Submission of any Order after tendering notice of termination will reset the notice period and extend the notice period for another 30 calendar days from the time of last Order. Reseller may terminate this Agreement immediately if HEXONET is in material breach of this Agreement and the material breach is not remedied within 15 calendar days of HEXONET receiving a written notice to cure from Reseller.
    2. HEXONET. HEXONET may, at its sole discretion, immediately terminate this Agreement if Reseller uses any of the Services for, or otherwise engages in, any activity that is:
      1. actually or potentially illegal;
      2. a legal risk to HEXONET;
      3. generally and materially considered objectionable in the Internet community; or
      4. a material abuse of the Services.
    3. Automatic. This Agreement will terminate automatically if Reseller:
      1. makes a general assignment for the benefit of Reseller’s creditors;
      2. appoints or has appointed a receiver, trustee in bankruptcy or similar officer to take charge of all or part of Reseller’s assets;
      3. files or has a petition filed against Reseller in any bankruptcy; or
      4. is adjudicated insolvent or bankrupt.
    4. Effect. Upon expiration or termination of this Agreement:
      1. Reseller will immediately cease all activities related in any way to this Agreement, including the use of the Services and HEXONET’s Intellectual Property;
      2. Reseller must submit a written request to HEXONET’s corporate address to facilitate the transfer of their domains to different domain registrar; and
      3. The terms of this Agreement that by their nature continue beyond the expiration or termination of this Agreement will continue to be effective (including the terms relating to payment, termination, ownership, Intellectual Property, limitation of liability, indemnity, Confidential Information, and governing law).
  8. INTELLECTUAL PROPERTY LICENSE
    HEXONET grants to Reseller the non-exclusive, royalty-free, worldwide, revocable license to use HEXONET’s Intellectual Property solely in conjunction with the Services and this Agreement, all strictly in accordance with the provisions of this Agreement. Reseller will not, at any time during or after the expiration or termination of this Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of, the Intellectual Property (including registering or attempting to register any of HEXONET’s trademarks or marks confusingly similar thereto).
  9. LIMITATION OF LIABILITY
    HEXONET will not be liable to Reseller for any consequential, indirect, special, incidental, reliance, exemplary, or punitive damages arising out of or relating to this Agreement or the Services, whether foreseeable or not, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if HEXONET has been advised of the possibility of such damages. Under no circumstances will HEXONET’s aggregate liability to Reseller or any third party arising out of or related to this Agreement or the Services exceed the aggregate amount of fees paid hereunder regardless of the cause of action.
  10. DISCLAIMER & FORCE MAJEURE
    HEXONET makes no warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, or validity of the applications, software, data, or information related to the network, systems, or other services of HEXONET or its third party providers. HEXONET provides all the Services “as is” and specifically disclaims all warranties of merchantability and fitness for a particular purpose. Reseller understands, acknowledges, and agrees that it will use the Services, and all aspects thereto, at Reseller’s sole risk. HEXONET will not be liable for delays in its performance of this Agreement caused by circumstances beyond its reasonable control (“Force Majeure”), including acts of God, wars, riots, national disasters, earthquakes, strikes, fires, floods, shortages of labor or materials, labour disputes, transportation problems, accidents or governmental restrictions. HEXONET will make all reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure.
  11. INDEMNIFICATION
    Reseller will indemnify, defend, and hold harmless HEXONET (including HEXONET’s Affiliates, directors, officers, managers, employees, contractors, and agents) from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defense) that HEXONET may suffer or incur as a result of:
    1. Any failure by Reseller to comply with the terms of this Agreement;
    2. Any representation or warranty in connection with the Services made by Reseller, its employee, contractor, or agent being false or misleading;
    3. Any gross negligence or willful misconduct of Reseller, its employee, contractor, or agent;
    4. Any Chargeback;
    5. Any alleged or actual violations by Reseller of any law, regulation or rule; or
    6. Reseller’s customers or parties that submit Applications through Reseller or otherwise have registered or renewed domain names through Reseller, its employee, contractor, or agent.
  12. CONFIDENTIALITY
    Each Party (the “Recipient”) will protect the confidentiality of any Confidential Information disclosed by the other Party (the “Discloser”) and will not use such Confidential Information except in strict accordance with this Agreement. Confidential Information as defined herein does not include information that:
    1. is generally available to the public through no fault of the Recipient and without breach of this Agreement;
    2. was already in the possession of the Recipient prior to disclosure by the Discloser and without any confidentiality obligation attached thereto, as evidenced by the Recipient’s records existing prior to the time of disclosure;
    3. was disclosed to the Recipient by a third party without a breach of such third party’s confidentiality obligations thereto;
    4. was independently developed by the Recipient without a breach of this Agreement or reliance on any Confidential Information;
    5. is disclosed by the Recipient after obtaining the Discloser’s prior written approval; or
    6. is required to be disclosed by law, provided that the Recipient promptly notifies the Discloser of the legal obligation and provides the Discloser with a reasonable opportunity to seek a protective court order, or the equivalent.
  13. NOTICES
    1. Method. Any notice or other communication between the Parties required or permitted under this Agreement will be in writing and will be delivered by hand, sent by first class mail (postage prepaid), sent by commercial courier, or transmitted by electronic mail or facsimile to a Party at the registered office, in the case of HEXONET, and the contact information provided in the Order Form, in the case of Reseller, or to such other contact information as the applicable Party may notify to the other Party.
    2. Effectiveness. Any notice or other communication sent will:
      1. if delivered by hand, be deemed to have been received on the date of delivery;
      2. if sent by first class mail, be deemed to have been received on the third business day following the date of mailing; and
      3. if sent by electronic mail or facsimile, be deemed to have been received on the date the sender transmitted the notice or other communication.
  14. PRIVACY
    Reseller understands and agrees that the information Reseller submits to HEXONET is shared and stored with various third parties involved in the registration process, including registrars and registry operators. Reseller will comply with all privacy laws, regulations, rules, and policies applicable to Reseller. HEXONET is authorized to process and use customer data to consult End Users and to improve the Services. Reseller further understands and agrees that HEXONET may send information and marketing emails to End Users. For further information on data privacy, HEXONET’s Privacy Policy is found on HEXONET’s Web site.
  15. COMPLETE AGREEMENT
    This Agreement constitutes the complete agreement between the Parties relating to the subject matter hereof and supersedes all prior and other understandings, representations, warranties, and agreements relating hereto, whether verbal, written, or otherwise.
  16. WAIVER
    No waiver by HEXONET of a breach of any provision hereof will take effect or be binding upon HEXONET unless expressly waived in writing, and such waiver will extend and apply only to the particular breach so waived and will not limit or affect the rights of HEXONET in respect of any future breach or in respect of any breach of any other provision hereof.
  17. RELATIONSHIP OF THE PARTIES
    Nothing in this Agreement will be construed as creating a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other Party except as may be expressly provided herein.
  18. ASSIGNMENT
    Reseller will not assign or otherwise transfer its respective rights or obligations under this Agreement without the prior written consent of HEXONET, which will not be unreasonably withheld. Any assignment or transfer in violation of this section will be null. This Agreement will be binding and have effect upon the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under this Agreement.
  19. GOVERNING LAW & SEVERABILITY
    This Agreement will be governed and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to any rule of conflicts of law. This Agreement will not be governed by or construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods. If any portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability will not affect the validity of the remainder of this Agreement.
  20. CONSTRUCTION & INTERPRETATION
    1. References. All references in this Agreement to particular sections, titles, and Schedules will be references to the sections, titles, and Schedules of this Agreement only unless specific reference is made otherwise. The words “herein”, “hereof”, “hereto”, and “hereunder” and words of similar meaning will refer to this Agreement in its entirety and not to any particular provision of this Agreement. Wherever in this Agreement that the masculine, feminine or neutral gender is used, it will be construed as including all genders, and wherever the singular is used, it will be deemed to include the plural and vice versa, where the context so requires.
    2. Without Limitation. When used for listing purposes, the term “including” or “includes” shall be deemed to mean “including, but not limited to” or “includes, but is not limited to,” as applicable. Wherever in this Agreement that the masculine, feminine or neutral gender is used, it shall be construed as including all genders, and wherever the singular is used, it shall be deemed to include the plural and vice versa, where the context so requires.
    3. Translations. This Agreement has been executed in the English language. If there is any discrepancy or conflict between the English version and a version in any other language, then the English version will control in all respects.
    4. Drafting of Agreement. Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement
  21. EXECUTION
    The individual executing this Agreement, by clicking the “SUBMIT” button, on behalf of Reseller represents and warrants that s/he is authorized to execute this Agreement on behalf of Reseller and, to the best knowledge of such individual, all representations made in this Agreement by Reseller are true and correct.
  22. SPONSORING REGISTRAR
    The sponsoring registrar for HEXONET is 1API GmbH – www.1api.net.
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