OnlineNIC privacy and proxy agreement

Registrant Rights & Responsibilities

OnlineNIC Referral Program Agreement

DEFINITIONS
Compliance with ICANN Policies and Applicable Laws
ABOUT ONLINENIC
    Top level domain REGISTRAR and territory
    Pricing & Prepayments
    Refunding Prepayments
    Wire transfer information
    Quick response
    Fee Policy
    No Guarantee of Registration or Renewal
    After Expiration of The Term of Domain Name Registration. 
    TLD Name Transfers Between Sponsoring Registrars
    Term & Registration Period
    Overview of Dispute Policy
    Registration Data
    OBLIGATIONS OF ONLINENIC
    OBLIGATIONS OF THE RESELLER
Information collected by OnlineNIC
    License of TLD Names
    LICENSE AND SOFTWARE
Terms of Agreement:
    LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES
    Indemnity
    Representations and Warranties
    Breach and Revocation; Notice of Cancellation, Etc
    Cancellation During Preliminary 30 Day Period; Right of Refusal to Register
    Governing Law; Jurisdiction; Waiver of Trial by Jury
    Notices

This Registration Agreement sets forth the terms and conditions agreed to between you and your company (also referred to as "member"), and OnlineNIC, Inc. a California corporation (also referred to as "we" or "us"), relating to the registration and reselling Top Level Domain names "TLDs".

• DEFINITIONS
  "ICANN" means the Internet Corporation for Assigned Names and Numbers.
  "Resellers" means an entity authorized by OnlineNIC, which selects and registers TLD domain names for customers on OnlineNIC real-time registration system.
  "Registrar" means OnlineNIC or other entity authorized by ICANN to administer the registry for TLD domain name;
  "Registrant" means the applicant for, and on registration the holder of an TLD domain;
  "Customer" means the registrant for whom Reseller accesses as the agent for the domain name;
  "Account" means the credit or debit account established by OnlineNIC for Reseller;
  "TLD" means the Top Level Domain;
  "SLD" means the Second Level Domain;
  "Registry" means Verisign.Inc, or other entity from time to time authorized by ICANN to administer the registry for TLD domain names.
  
  
• Compliance with ICANN Policies and Applicable Laws
  Before becoming a reseller, and registering domain names, you must acknowledge that you have read, understood, and have expressed your consent to be bound by all the terms and conditions of this agreement, any rules or policies of OnlineNIC, and / or ICANN that may be established from time to time. This agreement sets forth the terms and conditions agreed to between you, the reseller, listed above, and OnlineNIC, a California corporation. This agreement as well as any additional rules and policies which may be added, constitute the complete and exclusive agreement between you and OnlineNIC concerning your use of the OnlineNIC's services, and supersedes all prior proposals, agreements, or other communications.
  
  You agree and acknowledge that, in addition to all terms and conditions of this Agreement and the Dispute Resolution Policy, you will comply with the RAA, other rules, consensus policies and specifications ICANN, the rules and policies of any registry administrators (collectively, the "ICANN Policies") and applicable laws and government regulations.
  
  You acknowledge and agree that any registration agreement you use as a reseller shall include all registration agreement provisions and notices required by the RAA and any ICANN Policies, and shall identify OnlineNIC as the sponsoring registrar or provide a means for identifying OnlineNIC as the sponsoring registrar, such as a link to the InterNIC Whois lookup service.
  
  You acknowledge and agree that you as a reseller is prohibited from displaying the ICANN or ICANN-accredited registrar logo, or from otherwise representing yourself as accredited by ICANN unless you have written permission from ICANN to do so. Additionally, you as a reseller shall identify OnlineNIC as the sponsoring registrar upon inquiry from the customers. 
  
  You as a reseller shall (i) ensure that the identity and contact information provided by the customer of any privacy or proxy registration service offered or made available by reseller in connection with each registration will be deposited with OnlineNIC or held in escrow or, alternatively, (ii) 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, the escrow agreement will provide, at a minimum, that data will be released to OnlineNIC in the event reseller breaches the reseller agreement, and such breach is harmful to consumers or the public interest. In the event that ICANN makes available a program granting recognition to resellers that escrow privacy or proxy registration data as detailed above, and reseller meets any other criteria established by ICANN in accordance with its Bylaws, reseller shall be permitted to apply to ICANN for such recognition.
  
  You acknowledge that in the event that ICANN gives reasonable notice to OnlineNIC that ICANN has published a webpage that identifies available registrant rights and responsibilities, and the content of such webpage is developed in consultation with registrars, OnlineNIC is obligated under Article 3.15 of the RAA to provide a link to the webpage on its website clearly displayed to its registrants at least as clearly as its links to policies or notifications required to be displayed under ICANN Policies. You agree that in the case of the above described circumstances, you are also obligated to provide such linkage to your Customers. 
  
  
• ABOUT ONLINENIC
  OnlineNIC is an accredited REGISTRAR with the Internet Corporation for Assigned Names and Numbers ("ICANN") http://www.icann.com/ under an agreement between OnlineNIC and ICANN ("ICANN Agreement") and is authorized by ICANN to register .com, .net, .org and other Top level domain names as they become available. 
  
  
• Top level domain REGISTRAR and territory
  As a Registrar Accredited by ICANN, OnlineNIC submits names inputted by Reseller to the Registry Administrator for recording into the Registry for domain names. Registrar can choose to redirect a domain name to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine for the purpose of monetization, if a Domain has expired, or is suspended, or does not contain valid Name Servers to direct it to any destination. Registrant acknowledges that Registrar cannot and do not check to see whether such a redirection, infringes any legal rights including but not limited to intellectual property rights, privacy rights, trademark rights, of Registrant or any third party, or that the content displayed due to such redirection is inappropriate, or in violation of any federal, state or local rule, regulation or law, or injurious to Registrant or any third party or their reputation and as such is not responsible for any damages caused directly or indirectly as a result of such redirection.Our Reseller program is available worldwide. OnlineNIC treats all its Resellers without discrimination based on race, age, gender discrimination and any other unjustifiable reasons.
  
  
• Pricing & Prepayments
  OnlineNIC does not charge a membership fee to members. To begin registering domains, OnlineNIC members are required to prepay for a minimum of 10 generic top level domains. This prepayment may be subsequently used for any OnlineNIC service (such as multilingual domain registrations or value added services). members who prepay the minimum amount receive Bronze level pricing. Members may immediately secure lower prices (Silver, Gold, and Platinum levels) by making larger prepayments, or by purchasing an equal amount (in total US dollars) of domain services over time. Specific details of the OnlineNIC member pricing policy (including actual prices) are available online at the following URL: http://www.onlinenic.com/domain-price/. OnlineNIC reserves the right to change its pricing policy at any time by updating this online document. 
  
• Refunding Prepayments
  If you decide you would like to discontinue your relationship with OnlineNIC as a member, we will refund any unused funds in your account. Of course, there will be an adjustment if the number of domain names you registered is less than the minimum number at the level you joined at, or upgraded to. For example, if you originally prepaid $859 for 100 .com, .net, & .org domains (Platinum level), but decide to close your account after registering just 10 domains (Bronze level), you will be charged $9.89 per domain name (the Bronze price) instead of $8.59 a domain name (the Platinum price). You will therefore be refunded as follows: $859 - $98.9 (10 x $9.89) = $760.1 total refund. If you wish to close your account, please send an email to onlinenic-partner@onlinenic.com.
  
  Attention: All payments need to attach the member ID and Registrant name. Member is responsible for all bank charges. 
  
  
• Wire transfer information:
  You can send payment to us via a Wire Transfer. Please note that all the charges of the Wire Transfer will be borne by you. Please use the following Instructions for the Wire Transfer. PLEASE ENSURE ALL THE BELOW INSTRUCTIONS ARE CORRECTLY HANDED TO YOUR BANK. 
  
  Please ensure your Company name or OnlineNIC account ID appears in the sender section of the wire transfer. Also once you send the Wire Transfer do not forget to contact us with the details of the Wire Transfer, your Reseller Username, Company Name, Date, Originating Bank, Transferred Amount, and your Bank Account Number. Only when we receive your notification will we verify your transfer and credit your account appropriately.
  
  
• Quick response
  We will try our best to resolve any problems about business or technology at an earliest time. Members agree to provide technical support to its own customers and OnlineNIC agrees to provide technical support to Members.
  
  Modification and notices
  This Member Agreement as well as our services are subject to change from time to time. OnlineNIC will email Members about such changes. If changes are not acceptable, Members will have 7 calendar days to terminate this agreement and forward their decisions to OnlineNIC at info@onlinenic.com promptly, otherwise, changes will be deemed as accepted by members. 
  
  
• Fee Policy
  As consideration for the OnlineNIC's domain name registration, administration, and renewal services, you agree to pay all initial registration fees and applicable renewal fees with respect to each TLD name registered in US Dollars at the time of registration or renewal. All fees are non-refundable, in whole or in part, even if your domain name registration is suspended, canceled, or transferred prior to the end of your then current registration term. We also reserve the right to change domain name registration and renewal fees at any time for any reason at our sole discretion. If you do not pay any initial fees or renewal fees when due or your credit card charge is not accepted for any reason within three (3) business days after any initial fee is due or within ten business days after any renewal fee is due, or in the event of any charge back of any payment at any time, we will have the right to immediately cancel all TLD names for which payment was not received, without further notice. In the case of renewals, we will notify the billing contact on the WHOIS directory with respect to the TLD name eligible for renewal, and it shall be your responsibility to ensure that all such fees are paid prior to the expiration of the term of registration of each TLD name you wish to renew. You agree that we shall have no liability whatsoever with respect to any such cancellation. We reserve the right to adjust our registration and renewal fees prospectively upon fifteen (15) calendar days prior notice.
  
  
• No Guarantee of Registration or Renewal
  By signing this agreement, you agree that OnlineNIC cannot guarantee you will be able to register or renew any specific domain name, even if your inquiry indicates that domain name is available. Even if a domain name appears to be available, you acknowledge that OnlineNIC cannot know with certainty whether or not another party is simultaneously seeking the domain name you are seeking to register, or whether there are any inaccuracies or errors in the domain name registration or renewal process or in the WHOis and other databases. You also agree that OnlineNIC may elect to accept or reject your application for registration or renewal for any reason at its sole discretion. Such rejection may include, but is not limited to, rejection due to a request for registration or renewal of a prohibited domain name. You also agree that OnlineNIC is not liable or responsible in any way for any omissions, errors or any other actions by any registry administrator arising out of or related to your application for and registration of, renewal of, or failure to register or renew a particular domain name. You also agree to indemnify, defend and hold harmless the applicable registry administrator and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, expenses, and costs (including reasonable legal fees and expenses) arising out of, or related to, your submission for and registration, renewal, or failure to register or renew a particular domain name or names
  
  
• After Expiration of The Term of Domain Name Registration 
  You agree that we may, but are not obligated to, allow you to renew your domain name registration services after the domain name expiration date has passed. You agree that after the expiration date of the domain name registration and before it is deleted or renewed, we may direct the domain name to an IP address designated by us, including, without limitation, to an IP address which hosts a parking, under construction or other temporary page that may include promotions and advertisements for, and links to, OnlineNIC's Web site, OnlineNIC product and service offerings, third-party Web sites, third-party product and service offerings, and/or Internet search engines, and you agree that we may place our contact information in the WHOIS output for the expired domain name. 
  
  For a period of approximately 14 days after expiration of the term of domain name registration services, you acknowledge that we may provide a procedure by which expired domain name registration services may be renewed. You acknowledge and agree that we may, but are not obligated to, offer this process, called the "renewal grace period." You acknowledge that you assume all risks and all consequences if you wait until close to or after the expiration of the original term of domain name registration services to attempt to renew the domain name registration services. You acknowledge that we, for any reason and in our sole discretion, may choose not to offer a renewal grace period and that we shall not be liable therefore.
  
  Should you not renew the domain name registration services during the renewal grace period, you agree that unless you notify us to the contrary we may, in our sole discretion, renew and transfer the domain name registration services to OnlineNIC or a third party on your behalf (such a transaction is hereinafter referred to as an "Expired Domain Transfer"), and your failure to so notify us after the domain name expiration date shall constitute your consent to such an Expired Domain Transfer. 
  
  You acknowledge and agree that the Expired Domain Transfer process may be facilitated through a single Expired Domain Transfer Customer, or through a brief auction involving multiple parties who are interested in the domain name. We cannot guarantee, and we make no representation or promise, that any Expired Domain Transfer will occur with respect to any particular domain name. You acknowledge that we do not have to pay you any of the proceeds, if any, we may earn as a result. You also agree that in the event your domain name services are terminated by us pursuant to this Agreement, we may transfer your domain name registration to OnlineNIC or a third party, without any liability to you or obligation to compensate you in connection therewith. 
  
  New Customers through Snapnames and/or Expired Domain Transfers. If you are registering a domain name that was registered with, and not yet deleted by OnlineNIC at the time of your purchase, you acknowledge and agree that the term of your registration will be for a period of one year from the original expiration date for the domain name immediately prior to your purchase, as the registration is the result of an Expired Domain Transfer. You will not be compensated for the inability to use the domain from the time it was expired until the time you are able to use the domain in your account. NOTE: Your rights to the domain name are non-transferable to any person nor Registrar for the first ninety (90) days of registration from the date the domain expired, prior to purchase, without notice, at OnlineNIC discretion. In addition, it is your responsibility to verify if any domain is infringing anyone else's rights, prior to registration. If the domain name you have registered is found to be infringing on another person's rights, based solely on OnlineNIC discretion, OnlineNIC has the right to cancel your registration immediately. If your rights are terminated, your sole remedy will be limited to a prorated refund of the price paid to us for the domain name. If it is a willful violation of our agreement, you will not be entitled to any refund. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY COSTS ASSOCIATED WITH THE TERMINATION OF YOUR RIGHTS TO THE DOMAIN NAME. YOU AGREE TO INDEMNIFY US FOR ANY ACTION COMMENCED BECAUSE OF YOUR FAILURE TO FOLLOW THE TERMS OF THIS AGREEMENT AND INFORM AND VERIFY THE ACCEPTANCE OF THIS AGREEMENT BY OTHER USERS OF THE DOMAIN. 
  
  In the event that your domain name registration is deleted, you acknowledge that certain registry administrators may provide procedures by which deleted domain names may nonetheless be renewed. You acknowledge and agree that we may, but are not obligated to, participate in this process, typically called the "Redemption Grace Period" ("RGP"). You acknowledge that we, for any reason and in our sole discretion, may choose not to participate in the RGP process with respect to any or all of your domain names and that we shall not be liable therefore. The typical RGP fee is $120 plus any registration fees. You agree that we are not obliged to contact you to alert you that the domain name registration services are being discontinued.
  
  
• TLD Name Transfers Between Sponsoring Registrars 
  Resellers must provide the Registered Name Holder with the unique "AuthInfo" code within five (5) calendar days of the Registered Name Holder's initial request if the reseller does not provide facilities for the Registered Name Holder to generate and manage their own unique "AuthInfo" code,if not in following specific instances:
  
  1.Evidence of fraud 
  2.UDRP action 
  3.Court order by a court of competent jurisdiction 
  4.Reasonable dispute over the identity of the Registered Name Holder or Administrative Contact
  5.No payment for previous registration period (including credit card charge-backs) if the domain name is past its expiration date or for previous or current registration periods if the domain name has not yet expired. 
  
  Resellers may not employ any mechanism for complying with a Registered Name Holder's request to obtain the applicable "AuthInfo Code" that is more restrictive than the mechanisms used for changing any aspect of the Registered Name Holder's contact or name server information.
  
  
• Term & Registration Period. 
  The term of this Agreement will continue to be in force during the time in which you have any TLD name registered through us. At your discretion, we will register each TLD name for a period of one (1) to ten (10) years for .com, .net and .org.
  
  
• Overview of Dispute Policy.
  By signing this agreement, you agree to be bound by our Uniform Domain Name Dispute Resolution Policy. This dispute policy is incorporated into this Agreement by reference. Any disputes regarding the right to use your TLD name will be subject to the Uniform Domain Name Dispute Resolution Policy (the Dispute Policy). OnlineNIC may modify the Dispute Policy at our sole discretion at any time in accordance with the ICANN Agreement or any ICANN/Registry Policy. Your continued use of our registration services after modification to the Dispute Policy effectively constitutes your acceptance of those modifications. If you do not agree to such a modification, you may request that your TLD name be cancelled or transferred to another registrar. You agree that you will be subject to the provisions specified in the Dispute Policy in effect at the time your TLD name is challenged by a third party.
  
  
• Registration Data. 
  When you register or transfer a domain name, you are required to provide us with certain information. This information includes:
  1. Your full name, postal address, e-mail address, voice telephone number, and fax number if available;
  2. The name of an authorized person for contact purposes in the case of a registrant that is an organization, association, or corporation;
  3. The IP addresses of the primary nameserver and any secondary nameserver(s) for the TLD name;
  4. The corresponding names of those nameservers;
  5. The full name, postal address, e-mail address, voice telephone number, and fax number if available of the technical contact for the TLD name;
  6. The full name, postal address, e-mail address, voice telephone number, and fax number if available of the administrative contact for the TLD name;
  7. The name, postal address, e-mail address, voice telephone number, and fax number if available of the billing contact for the TLD name; and
  8. Any remark concerning the registered TLD name that should appear in the WHOIS directory.
  
  You agree to update this information to keep it current, complete and accurate. You also agree and understand that the foregoing registration data will be publicly available and accessible on the WHOIS directory as required by ICANN/Registry Policy and may be sold in bulk in accordance with the ICANN Agreement. 
  
  
• OBLIGATIONS OF ONLINENIC 
  1. OnlineNIC agrees to comply with all the terms and conditions in this Agreement.
  2. OnlineNIC agrees to provide real-time registration system to member.
  3. OnlineNIC will release the newest wholesale prices and Member Policy on www.onlinenic.com website from time to time. 
  4. OnlineNIC does not guarantee that each individual Member will specifically be notified of these price changes. 
  5. OnlineNIC will provide automatic system for inquiry.
  
  
• OBLIGATIONS OF THE MEMBER
  As part of the registration of top-level domain names, the Member shall submit all data required on the www.onlinenic.com website. 
  
  The Member agrees to develop and implement all necessary technology and restrictions to ensure that its connection to the OnlineNIC, and all transmissions are secured. Each such transmission shall be authenticated and every connection with the OnlineNIC will be done by using Member password, which it shall disclose only to its employees on a need to know basis and shall notify OnlineNIC within four hours of learning that its key or password has been compromised in any way.
  
  The Member shall employ all necessary employees, contractors, or agents with sufficient technical training and expertise to respond to and fix all technical problems concerning the use of the OnlineNIC or its Software in conjunction with its systems. 
  
  The Member agrees that in the event of unexpected technical difficulties, or at any time deemed necessary by OnlineNIC, OnlineNIC may in its sole discretion; temporarily suspend access to Member to www.onlinenic.com
  
  Reseller is prohibited 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.
  
  Any registration agreement used by reseller shall include all registration agreement provisions and notices required by the ICANN Registrar Accreditation Agreement and any ICANN Consensus Policies, and shall identify the sponsoring registrar or provide a means for identifying the sponsoring registrar, such as a link to the InterNIC Whois lookup service.
  
  Reseller shall identify the sponsoring registrar upon inquiry from the customer.
  
  Reseller shall ensure that the identity and contact information provided by the customer of any privacy or proxy registration service offered or made available by reseller in connection with each registration will be deposited with Registrar 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, the escrow agreement will provide, at a minimum, that data will be released to registrar in the event reseller breaches the reseller agreement, and such breach is harmful to consumers or the public interest. In the event that ICANN makes available a program granting recognition to resellers that escrow privacy or proxy registration data as detailed above, and reseller meets any other criteria established by ICANN in accordance with its Bylaws, reseller shall be permitted to apply to ICANN for such recognition.
  
  In compliance with Registrar Accreditation Agreement ("RAA") Section 3.15 -required by ICANN, reseller shall be under an obligation to provide a link to an ICANN webpage.
  
  ICANN has published an educational webpage summarizing the terms of the Registrar Accreditation Agreement and related Consensus Policies (as of the date of this Agreement, located at:
  http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm). You shall provide a link to such webpage on any website it may operate for domain name registration or renewal clearly displayed to its Registered Name Holders at least as clearly as its links to policies or notifications required to be displayed under ICANN Consensus Policies. 
  
  You shall require all of Your Customers and Sub-Resellers to enter into an electronic or paper registration agreement. Any registration agreement You use with Your customers and Sub-Resellers shall include all registration agreement provisions and notices required by the RAA and any ICANN Consensus Policies. 
  
  Any other terms and conditions which come into effect through the revision of the RAA by ICANN or through the introduction of any amended or new ICANN consensus policy, whether or not Onlinenic gives You notice of such revisions, amendments, or new policies. 
  
  Onlinenic shall have the right to immediately terminate this member agreement, without notice or right to cure, in the event that You violate any terms found in this Section 5. 
  
  Inaccurate or Unreliable Data. 
  If member deliberately provides inaccurate or unreliable information, or fails to promptly update necessary information, or fails to respond to our email inquiries within five calendar days, such actions shall constitute a breach of this Agreement. 
  
  Privacy Policy 
  All personal data collected by us will be used in connection with the registration of your TLD name(s), for the purposes of this Agreement and as required or permitted by the ICANN OnlineNIC Privacy Statement Information. For more information on our privacy policy, go to http://www.onlinenic.com/english/agreements/privacy.html.
  
  OnlineNIC knows the importance of keeping your information private. By signing this agreement, you agree to accept the guidelines described herein. 
  
  
• Information collected by OnlineNIC
  
  Here are the types of information we gather from OnlineNIC's visitors: 
  Information entered on our website or given to us in any way are collected and stored in our system. Internet Corporation for Assigned Names and Numbers ("ICANN"), an organization that assumes responsible for domain name allocation, requires information about you during the domain name registration process. The information includes: name, address, phone number, email address and fax. When you register a domain name with OnlineNIC, we require you to provide credit card number and billing address. Financial information such as the above is collected during the domain name registration process.
  
  How the information is shared: 
  It is required by ICANN that your name, address, phone number, email address and fax together with the creation and expiration dates of your domain name registration and the nameserver information associated with your domain name, be made available to the public via an interactive Web page and a "port 43" WHOIS service. Please note that OnlineNIC may not be able to control how members of the public may use the WHOIS information. 
  
  Sites Other than OnlineNIC 
  OnlineNIC will not be responsible for content or privacy policies of other Web Sites such as advertisers we may link to or those that link to our site. This Privacy Statement is only responsible for the information collected on OnlineNIC's site. 
  
  
• License of TLD Names
  Any Registered Name Holder that intends to license use of a domain name to a third party is nonetheless the Registered Name Holder of record and is responsible for providing its own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the Registered Name. A Registered Name Holder licensing use of a Registered Name according to this provision shall accept liability for harm caused by wrongful use of the Registered Name, unless it promptly discloses the current contact information provided by the licensee and the identity of the licensee to a party providing the Registered Name Holder reasonable evidence of actionable harm.
  
  Change of TLD Holder Procedure.
  If you transfer any TLD name, you agree to abide by the policies and procedures relating to the transfer of TLD names as may be adopted by us and modified by us from time to time. These policies may require, among other things, the submission of hard-copy records of transfer of ownership, the submission of information concerning the transferor and transferee and the transfer, including but not limited to the information respect to the transferee, and may impose reasonable information collection and record keeping obligations on you. Such policy and procedure may require you upon such transfer to relinquish all control over the TLD name transferred. 
  
  Required and Prohibited Reselling Practices. 
  You are required to inform any person or entity registering a TLD name with us through you or your account that your customer(s) are registering their TLD name through us, an ICANN accredited registrar. You shall not make representation, directly or by implication, that you are a registrar or have direct or superior access to the Registry or that you are a registrar or accredited or otherwise affiliated with ICANN. You also agree not to employ or display the ICANN mark or logo on your website or any materials used by you in your business. 
  
  Record Keeping Requirements. 
  You agree to obtain evidence of each Customer's agreement to the then current Registration Agreement electronically (e.g. by "click") or by hardcopy signature, and to retain for a period of three (3) years evidence of such agreement. You may require Customers using your services to agree to additional terms and conditions, provided that such terms and conditions do not conflict in any manner with the provisions of this agreement or any ICANN Policy.
  
  Customer Support; Registration Data and Updating Requirements. 
  You agree to provide adequate customer service including billing and technical support. You also agree to modify and update your customer's TLD information so that our database contains correct and up to date domain name related information. You acknowledge that if you don't make appropriate changes to your Customer's TLD name(s) in conformity with the written or e-mailed instructions from such Customer(s) within ten (10) business days after delivery of such instructions, that lack of action shall constitute a breach of this Agreement. You also agree that making inaccurate or deceptive modifications to any Customer's registration data that has not been authorized by such Customer in writing or by e-mail is a violation of this agreement. You agree to retain copies of all communications and other correspondence between you and Customer relating to the registration of TLD names with OnlineNIC and to provide us with this communication upon request. 
  
  Policies Regarding Use of Our Services. 
  Suspension, Cancellation or Transfer of TLD Name. 
  You agree that your eligibility to use OnlineNIC's registration services is subject to termination or suspension, and your ability to register or modify any particular TLD name is subject to suspension, cancellation, or transfer:
  
  1. At any time pursuant to any ICANN/Registry Policy now in effect or hereafter adopted,
  2. To correct mistakes by us, another accredited registrar or the Registry in registering TLD name(s), including but not limited to the correction of erroneous or inadvertent deletions of TLD names, or in connection with the resolution of disputes in accordance with the Dispute Policy, or
  3. In the event of any breach of any representation, warranty, agreement or other provision of this Agreement, upon e-mail notice of such breach and the expiration of a fifteen (15) calendar day cure period.
     
     
  Limitations on Use of Services. 
  You agree not to use our services or website or permit any person or entity through you to use our services or website for:
  
  1. The transmission of unsolicited, commercial e-mail (Spam); or
  2. High volume, automated, electronic processes that apply to the Registry for large numbers of TLD names, except as reasonably necessary to register TLD names or modify existing registrations; or
  3. High volume, automated, electronic, repetitive queries except as reasonably necessary to register TLD names or modify existing registrations.

  
  Use of Agents. 
  You agree that, if your agent (e.g., an Internet Service Provider, employee, etc.) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein, including the Dispute Policy. Your continued use of our services shall ratify any unauthorized actions of your agent. By acting on your behalf, your agent certifies that he, she or it is authorized to apply for our services on your behalf, that he, she or it is authorized to bind you to the terms and conditions of this Agreement and that he, she or it has apprised you of the terms and conditions of this Agreement. In addition, you are responsible for any errors made by your agent. We will not refund fees paid by you or your agent on your behalf for any reason, including, but not limited to, in the event that your agent fails to comply with the terms and conditions of this Agreement, your agent incorrectly provides information in the application process or if your agent changes or otherwise modifies your TLD name record incorrectly.
  
  TLD Name Transfers Between Sponsoring Registrars. 
  You agree that you may change sponsoring registrars for any existing TLD name only in accordance with ICANN/Registry Policy and further agree that you may not change sponsoring registrars with respect to any TLD name for a period of sixty (60) calendar days after registration of such TLD name with us. In connection with any transfer by you of TLD name(s) from one registrar (the "Former Registrar") to us: 
  
  You represent and warrant that:
  

  1. You are either the TLD Holder, the administrative contact or the technical contact with respect to the TLD name(s) being transferred; and
  2. If transferring a TLD and on behalf of a Customer, you have been granted the authority by such Customer to affect each such transfer.

  
  To initiate a transfer of sponsoring registrars from a Former Registrar to us, you shall notify us of the TLD name(s) you wish to transfer to us and we will, upon receipt of such transfer request, forward to you a Confirmation of Transfer. You agree to confirm the accuracy of the Confirmation of Transfer and assent to the Confirmation of Transfer before being permitted to continue. 
  
  We will affect the proposed transfer of sponsoring registrars from the Former Registrar only after the following conditions have been met:

  1. We have received evidence of your assent to the Confirmation of Transfer and all transfer fees associated with the transfer(s) have been paid in full; and
  2. If the transfer involves a TLD name held by a TLD Holder other than you and we have notified such TLD Holder via the Administrative Contact of the proposed transfer and provided such Administrative Contact with a period of time to confirm or object to such transfer, not to exceed 60 days, such waiting period shall have expired or the express consent of such Administrative Contact shall have been obtained. 
     
     
  You agree and understand that we will affect the registration using the registration data on file with the Former Registrar immediately prior to transfer, and understand that we may, at our discretion, limit your ability to make post-transfer changes to registration data for a reasonable period of time following transfer, not to exceed 15 business days. 
  
  9.5. When we make a request to the Former Registrar (via the Registry) to transfer a TLD name registration to us from the Former Registrar, you agree to pay us the applicable fee(s) as then in effect with respect to such transfer and agree to comply with the Verisign Change in Registrar Policy.
  
  
• LICENSE AND SOFTWARE
  
• You agree that OnlineNIC owns all database, compilation, collective and similar rights, title and interests worldwide in our domain name and other proprietary information databases, and all information and derivative work generated from those databases. Additionally, you hereby grant to OnlineNIC a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up right and license to use in our business, however it evolves, including the rights to copy, distribute, display, perform, transmit, prepare derivative works from or otherwise use without restriction the following information: 
  
  • The original creation date of a domain name registration,
  • The expiration date of a domain name registration,
  • The name, postal address, email address, voice telephone number, and where available fax number of the technical contact, administrative contact, zone contact and billing contact for a domain name registration,
  • Any remarks concerning a registered domain name that appear or should appear in a WHOIS or similar database, and
  • Any other information we generate or obtain in connection with the provision of the Services. OnlineNIC does not have any ownership interest in your specific personal registration information or other information other than our rights in our domain name database, as set forth in this agreement.

  
  In this Agreement, Software means any CGI script created by OnlineNIC, the set of technical specifications provided by us, and the real-time Registration system provided by us to the Member.
  
  OnlineNIC hereby grants the Member a non-exclusive, non-transferable, worldwide limited license to use the Software to facilitate domain name registration services during the Term. It is intended that the Software will enable the Member to use OnlineNIC to register domain names on behalf of its top-level domain name holders.
  
  Notwithstanding any other provision in this Agreement, the Member shall not, except with the written consent of OnlineNIC:

  • Sub-license the Software or otherwise permit any use of the Software by another party,
  • Publish, distribute or permit disclosure of the Software other than to employees, contractors and agent of the Member on a needs-to-know basis;
  • Recompile, reverse engineer, copy or re-engineer the Software for any unauthorized purpose; or
  • Use or permit use of the Software in violation of any applicable regulation or law.

  
  Although there is no fee attached to the CGI script, it is given with the assurance and reliance that this CGI script will be used for the express and specific purpose of connecting with OnlineNIC and will not be used with another registrar or their agent.
  
  You may only redistribute this CGI script on web sites that you author or that is authored by one of your agents with the explicit understanding that domain names obtained by this CGI script will be derived solely and exclusively from OnlineNIC.
  
  The Member agrees to employ the necessary measures to prevent the OnlineNIC from being used for:
  

  • The transmission of unsolicited, commercial e-mail (Spam) to entities other than the Member's customers;
  • High volume automated, electronic, repetitive queries for the purpose of extracting data to be used for the Member's purposes,
  • The use of data to compile or infer customer identity or other demographic or firm information.
    
    
• Terms of Agreement: 
  You will abide by any additional copyright laws that apply to the authorship of this CGI script.
  
  
• LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES.
  LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS THAT MAY OCCUR DUE TO (a) ANY ACT OR OMISSION OF YOU OR YOUR AGENT (WHETHER AUTHORIZED OR UNATHORIZED) (a) ANY LOSS OF REGISTRATION OF ANY TLD NAME, (b) THE USE OF YOUR TLD NAME OR PASSWORD, (c) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR REGISTRATION SYSTEM; (d) THE NON-DELIVERY OR MISDELIVERY OF DATA BETWEEN YOU AND US; (e) EVENTS BEYOND OUR CONTROL; (f) THE PROCESSING OF ANY TLD NAME REGISTRATION; (g) THE PROCESSING OF ANY MODIFICATION TO THE RECORD ASSOCIATED WITH YOUR TLD NAME, (h) THE FAILURE OF YOU OR YOUR AGENT TO PAY ANY FEES HEREUNDER; OR (i) THE APPLICATION OF THE DISPUTE POLICY. FURTHER, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO US FOR REGISTRATION OF THE TLD NAME IN CONTROVERSY DURING THE PRIOR ONE (1) YEAR PERIOD. TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL 
  DAMAGES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 
  
  DISCLAIMER OF WARRANTIES. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OUR SOFTWARE OR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF OUR SOFTWARE OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR WEBSITE WILL BE CORRECTED. WE DO NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF OUR SOFTWARE OR WEBSITE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
  
  
• Indemnity. 
  You agree to defend, indemnify and hold us harmless and any applicable TLD name registry, including OnlineNIC, Inc., and the shareholders, directors, officers, employees, affiliates and agents of us and them, from and against any loss, damages or costs, including reasonable attorneys' fees, resulting from any claim, action, proceeding, suit or demand arising out of or related to: 
  
  • Any TLD name registered by you or the transfer or use thereof,
  • Any dispute concerning a TLD name,
  • Your breach (or the breach by any of your officers, agents, employees or other representatives) of any agreement contained in this Agreement, or
  • Any cancellation, suspension (e.g. registrar lock or hold) or transfer of any TLD name in accordance with this Agreement.
    
    
  This indemnification is in addition to any indemnification required under the Dispute Policy. 
  
  
• Representations and Warranties.
  You represent and warrant that all information provided by you in connection with your registration is complete and accurate. You represent and warrant each time you register a TLD name that, to the best of your knowledge and belief, neither the registration of the TLD name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party. In applying for a TLD name, you represent and warrant that the registration is not made in bad faith and that the name does not conflict with another TLD name. We make no representation or warranties of any kind in connection with this Agreement. Specifically but without limitation, we do not represent or warrant that registration of your TLD name will immunize you from challenges to your TLD name. We are not bound by nor should you rely on any representation or warranty made by any agent, representative or employee of any third party that you may use to apply for our services. 
  
  
• Compliance with Export Laws.
  OnlineNIC and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control ("OFAC" ), State Department, and other United States authorities (collectively, "U.S. Export Laws"). You agree and acknowledge to comply with the export, re-export, and import laws and regulations of the United States and other applicable countries where you operate or do business. If your access of this Site or the Services found at this Site conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site. Specifically, but without limitation, you represent and warrant that you: 1. Will not use the Services to directly or indirectly conduct, promote, or facilitate business in countries and with nationals that are prohibited by U.S. embargoes or trade sanctions (these embargoed and sanctioned countries are: Cuba, North Korea, Iran, Sudan, and Syria); 2. Are not a party identified on any government export exclusion lists nor using the Services to conduct business with a party identified on such lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists; 3. Will not use the Services to export items, content, or materials to or for military, nuclear, missile, chemical, or biological weaponry end users or end uses. 
  
  
• Breach and Revocation; Notice of Cancellation, Etc.
  Except as otherwise specified in this Agreement, any breach by you of this Agreement or the Dispute Policy must be remedied by you within five (5) business days following e-mail notice by us to you. Such notice shall be deemed delivered when sent to the e-mail address then on record for your administrative contact in the WHOIS directory. If you fail to cure the breach within such cure period, we may terminate this Agreement, cancel your registration of the TLD name(s), transfer such TLD names to another person or entity and/or seek any remedy available at law or in equity including but not limited to obtaining an injunction or specific performance. Our remedies shall not be deemed exclusive and affecting any one or more of the foregoing remedies shall not be deemed an election of remedies. Except as otherwise specified in this Agreement, notice of revocations, suspensions, transfers, or cancellations of your TLD name(s) by us pursuant to this section will be provided to you within five (5) business days following the taking of such action. 
  
  
• Cancellation During Preliminary 30 Day Period; Right of Refusal to Register. 
  Pursuant to ICANN Registrar Policy, we reserve the right to refuse to register any TLD name(s), or to cancel, transfer or suspend any TLD name(s) registered with us within the first thirty (30) calendar days following receipt of your payment for such registration(s). In the event we do not register a TLD name or we cancel or transfer a TLD name within such thirty (30) calendar day period, we agree to refund any applicable fee(s) with respect to such TLD name that you have paid to us. You agree that we shall not be liable to you for loss or damages that may result from our refusal to register any TLD name(s) or the cancellation or transfer of any TLD name(s).
  
  
• Governing Law; Jurisdiction; Waiver of Trial by Jury.
  THIS AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO SUCH STATE'S POLICIES RELATING TO CONFLICT OF LAWS. ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT OR TO YOUR OR YOUR AGENT'S USE OF OUR SERVICES SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF ALAMEDA COUNTY OF CALIFORNIA LOCATED IN OAKLAND, CALIFORNIA. FOR THE ADJUDICATION OF DISPUTES CONCERNING OR ARISING FROM THIS AGREEMENT OR THE USE OF ANY TLD NAME(S), YOU AGREE TO SUBMIT, WITHOUT PREJUDICE TO OTHER POTENTIALLY APPLICABLE JURISDICTIONS, TO THE JURISDICTION OF THE COURTS (I) OF YOUR DOMICILE, AND (II) OF CALIFORNIA, USA, OR THE U.S. COUNTY COURT FOR ALAMEDA COUNTY OF CALIFORNIA LOCATED IN OAKLAND, CALIFORNIA. YOU WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH PROCEEDING.
  
  
• Notices. 
  Except as otherwise specifically stated herein, you agree that all notices from us to you shall be delivered by posting such notices on our website and shall be deemed delivered and effective fifteen (15) calendar days after such posting. Notices from you to us shall be by e-mail to our appropriate e-mail address as specified on our website, and shall be deemed delivered when received by e-mail, or notices shall be in writing by first class mail to OnlineNIC, Inc.,OnlineNIC,Inc.909 Marina Village Pkwy #236 Alameda,Ca 94501 USA, and shall be deemed delivered five days after deposit in the U.S. mail. The foregoing notwithstanding, you understand and agree that any e-mails received by us from any e-mail address provided to us or set forth as a contact address (whether billing, technical or administrative) with respect to your TLD name shall be deemed to have been sent by you or your duly authorized agent having the actual and apparent authority to act to bind you. We intend to rely on any such correspondence. 
  
  General. 
  This Agreement, our fee schedule and the Dispute Policy, Privacy Policy, together with all amendments or modifications to any of them, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior or concurrent proposals, agreements, or other communications. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between you and us. Our failure to require your performance of any provision hereof shall not affect the right to require such performance thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement is deemed unenforceable or invalid, such unenforceability or invalidity shall not affect the remainder of this Agreement, but such provision shall be automatically amended and replaced with a provision that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision. No provision of this Agreement, including our fee schedule and the Dispute Policy, may be amended or modified by you except by means of a written document signed by us. We may modify this Agreement at any time by posting such modification(s) on our website. Such modifications will become effective 15 calendar days after posting. Your continued use of our registration services after such modification(s) become(s) effective constitutes your acceptance of those modifications. If you do not agree to such a modification, you may request that your TLD name(s) be cancelled or transferred to another registrar. This Agreement shall not confer any benefits upon any person or entity other than you and OnlineNIC, and shall not be construed to create any obligation by OnlineNIC to any non-party.



OnlineNIC may, in its sole and absolute discretion, modify its Service Terms, including this Agreement, the Domain Registration Agreement and Reseller Hosting Terms of Services, at any time and such modification shall be effective immediately upon the earlier of (i) your use of OnlineNIC's website after such modifications have been posted on OnlineNIC's website as indicated by the "Last Revised" date; or (ii) OnlineNIC's email notification to you informing you of such modification. You agree to periodically review OnlineNIC's website to be aware of any such modifications. If you do not agree with any such modifications, your exclusive remedies are (a) to transfer your domain to another registrar; or (b) to cancel your domain with OnlineNIC.