ORANGESODA, INC. ADVERTISING SERVICES TERMS AND CONDITIONS
1. INTRODUCTION: OrangeSoda, Inc. (“OrangeSoda”) a Nevada Corporation, agrees to provide you (the “Advertiser”) with Advertising Services (defined in section 5 below), subject to the Advertiser’s compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). Please read the Terms and Conditions carefully. As an advertiser engaging OrangeSoda for its Advertising Services, Advertiser agrees to be bound by these Terms and Conditions, both for current and for any additional services for which it may contract with OrangeSoda, including all payment terms (collectively, the “Agreement”). By “Advertiser,” as we use that term herein, we mean you, whether you are using the Advertising Services yourself, or whether you are securing the advertising services as agent for the actual advertiser. In the latter case, you represent that you have authority to legally bind the advertiser you are representing, and both you and the advertiser you are representing are jointly and severally bound as if you each separately consented to this Agreement.
2. ACCEPTANCE OF THESE TERMS AND CONDITIONS: Advertiser or its agent or representative verbally accepted a summary of key provisions related to payment, term of service, and OrangeSoda’s cancellation policy, and/or expressly accepted these Terms and Conditions in response to an email with confirmation link, and affirmative action in the form of checking the “acceptance” box and clicking “submit” following an opportunity to review these Terms and Conditions.
In the event Advertiser does not accept these Terms and Conditions within thirty (30) days of initial presentation of the Terms and Conditions to Advertiser by OrangeSoda, then the offer by OrangeSoda to provide Advertising Services upon the pricing, terms, and conditions initially proposed shall be deemed withdrawn. Advertiser may thereafter again request Advertising Services, in response to which OrangeSoda will present new pricing, terms, and conditions for Advertiser’s consideration.
Advertiser acknowledges that, in the event Advertiser has been referred to the Advertising Services by or through an OrangeSoda partnership promotion, such as the Yahoo! Small Business Marketing Dashboard, then certain of these terms and conditions as indicated herein shall extend to and for the benefit of OrangeSoda’s promotional partner (hereafter “Promotional Partner”). In the case of referral through the Yahoo! Small Business Marketing Dashboard or other Yahoo!-sponsored promotion or site, “Promotional Partner” shall mean and refer to Yahoo! Inc., its subsidiaries, and any affiliated companies or entities. In such event, Promotional Partner shall be considered a third-party beneficiary of the obligations of Advertiser under these Terms and Conditions. Notwithstanding the foregoing, OrangeSoda makes no representations or warranties herein on behalf of any Promotional Partner.
3. THREE-DAY CANCELLATION: IF, SUBSEQUENT TO ADVERTISER’S VERBAL OR OTHER ACCEPTANCE OF THE SUMMARY TERMS AND CONDITIONS, ADVERTISER DOES NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, ADVERTISER MAY NOTIFY ORANGESODA WITHIN THREE (3) BUSINESS DAYS OF ITS ORDER BY EMAILING ADVERTISER’S NAME, BUSINESS NAME, EMAIL ADDRESS, PHYSICAL OR MAILING ADDRESS, AND DOMAIN TO CS@ORANGESODA.COM WITH “CANCEL SERVICES” IN THE SUBJECT LINE, AND THE ADVERTISING SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY, PROVIDED, HOWEVER, THAT NOTICE IS RECEIVED BEFORE 5 PM USA MOUNTAIN TIME AND ADVERTISER SHALL BE RESPONSIBLE FOR COSTS OF ALL ADVERTISING SERVICES PROVIDED UNTIL SUCH CANCELLATION PROCEDURE IS FOLLOWED. FAILURE TO NOTIFY ORANGESODA OF THIS 3-DAY CANCELLATION ACCORDING TO THE PROCESS DEFINED ABOVE, ALONG WITH ORANGESODA’S ELECTRONIC RECORD OF ADVERTISER’S ACCEPTANCE SHALL BE DEEMED TO INDICATE THAT ADVERTISER WAIVES ITS RIGHT TO CANCEL (INCLUDING WITH RESPECT TO ANY AUTOMATICALLY RECURRING PAYMENTS), HAS READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREES TO BE BOUND BY THEM.
4. PERSONAL INFORMATION: By agreeing to these Terms and Conditions, Advertiser also agrees to receive information from OrangeSoda regarding Advertiser’s account, and about the Advertising Services provided to Advertiser (together “Service Messages”). Advertiser also agrees to receive marketing information from OrangeSoda about OrangeSoda promotions or announcements or offers to provide additional or enhanced services (“Marketing Messages”). During the time that Advertiser is receiving the Advertising Services, Advertiser cannot opt out of the Service Messages. If Advertiser does not wish to receive the Marketing Messages, it must opt out by sending an email containing Advertiser’s name and account number, with the subject line “Marketing Messages Opt-Out,” to CS@ORANGESODA.COM.
In the event that Advertiser provides its contact information to OrangeSoda and then either affirmatively rejects or has not within thirty (30) days accepted these Terms and Conditions, and as a result the Advertising Services are not provisioned, or following the expiration or cancellation of Advertising Services previously provided to Advertiser, Advertiser may continue to receive Marketing Messages from OrangeSoda. As above, if Advertiser does not wish to receive the Marketing Messages, it must opt out by sending an email containing Advertiser’s name and account number, with the subject line “Marketing Messages Opt-Out,” to CS@ORANGESODA.COM.
Any requests to opt out pursuant to the terms of this section will require a reasonable amount of time for processing by OrangeSoda, and Advertiser may continue to receive messages during the processing period.
5. DESCRIPTION OF THE ADVERTISING SERVICES: Advertising Services are the products and/or services by which OrangeSoda will market Advertiser’s business/service through various online methods, websites, etc. (the “Advertising Services”).
The following are the current “Advertising Services” offerings, which may change from time to time. For Advertiser, these Terms and Conditions will only apply to such of the Advertising Services as are actually requested and paid for by Advertiser, and provisioned by OrangeSoda:
- Local Marketing : http://www.orangesoda.com/products/local-marketing/
- Search Engine Optimization : http://www.orangesoda.com/products/seo-inbound-marketing/
- Paid Search : http://www.orangesoda.com/products/paid-search/
- Social Media Marketing (presence) : http://www.orangesoda.com/products/social-media-marketing/
- Social Media Promotions (coupons and sweepstakes) : http://www.orangesoda.com/products/social-media-marketing/social-media-promotions/
- Feedback & Reviews : http://www.orangesoda.com/products/reputation-management/feedback-and-reviews/
- Reputation Management : http://www.orangesoda.com/products/reputation-management/
- Call Tracking & Reporting : http://www.orangesoda.comproducts/tracking-reporting/
Each of the Advertising Services includes the marketing and advertising services and methods specifically described at the link above for such Advertising Service, and is subject to the limitations described at such link. The product/service terms and conditions described at each of the above links are specific only to the particular Advertising Service described, and not to any other Advertising Service which may be provided by OrangeSoda. For each of the Advertising Services actually obtained by Advertiser at any given time, the associated terms and conditions specific to such Advertising Service at the appropriate link above shall be deemed incorporated into and a part of these general Terms and Conditions.
Regardless of the Advertising Services being provided to Advertiser, OrangeSoda will provide to Advertiser an Account Information Page which may be accessed by Advertiser at any time to determine the status of Advertiser’s account and the services provided by OrangeSoda. Advertiser may at any time determine what Advertising Services are currently being provided by OrangeSoda by checking Advertiser’s Account Information Page (accessible through the subscription email and the Reporting Portal) or by calling 877-639-3499. Advertiser should understand that clicks to Advertiser’s site, including clicks on the search engines, shopping engines, content sites, etc. may include certain misspellings, singular/plural combinations, and other related search terms that OrangeSoda maps to Advertiser’s advertising campaigns. However, misspellings are becoming less common with new auto complete search engine technology. All keyword campaigns will include key terms, titles, and descriptions selected specifically with the intent to optimize return on advertising spend.
Unless Advertiser has engaged OrangeSoda to provide a small-scale website, Advertiser is responsible for the quality and accuracy of its own website and its landing page(s), or redirect websites that link to its advertisements.
6. FEES FOR ORANGESODA ADVERTISING SERVICES: Advertiser may at any time determine the fees and pricing currently applicable to any Advertising Service being provided by checking Advertiser’s Account Information Page (accessible through the subscription email and the Reporting Portal) or by calling 877-639-3499. Fees and pricing for the Advertising Services generally are as set forth at the individual product/service terms and conditions pages described above. By accepting these Terms and Conditions, Advertiser expressly agrees to pay the fees and pricing for the Advertising Services requested, and which were communicated to Advertiser at or before the time of acceptance.
7. PAYMENT: Advertiser must establish one of the following two methods of payment.
- Credit card to be automatically billed by OrangeSoda
- Bank account to be automatically debited by OrangeSoda
Advertiser authorizes OrangeSoda, or OrangeSoda’s merchant services provider, to store Advertiser’s financial information for the purpose of facilitating payment to OrangeSoda. It is Advertiser’s responsibility to notify OrangeSoda, in writing, of any changes or updates to Advertiser’s financial information, and Advertiser is solely responsible for its failure to do so.
All fees must be paid in United States dollars. Advertiser is solely responsible for any applicable taxes.
All fees are due in accordance with the agreed upon fee schedule, or immediately upon Advertiser’s receipt of invoice, as applicable. Advertiser agrees that any setup fees or one-time services payments are nonrefundable.
8. LATE PAYMENT: Payments made by billing of a credit card or debiting of a bank account are intended in part to avoid the inconvenience and cost to both parties of late or missed payments. However, it is Advertiser’s responsibility to ensure that OrangeSoda has the most up-to-date credit card or bank account information, and that such methods are viable for payment of the fees due to OrangeSoda for the Advertising Services.
In the event of a failure of the payment method authorized by Advertiser, and one or more payments are made later than the due date, such late payments are subject to a late fee equal to the greater of $25 or 6% of the total payment due, but not to exceed the maximum amount allowed by applicable law. In addition to late fees, Advertiser agrees to pay all attorneys’ fees and costs incurred by OrangeSoda for late payment collection efforts.
9. RECURRING PAYMENTS AND TERM OF AGREEMENT: In the event that Advertiser wishes at any time to determine the current contract term for any of the Advertising Services, or any other information regarding the amount or anticipated date of any automatically recurring payment, or the term, termination, or renewal of the Advertising Services, the same will be available for reference on Advertiser’s Account Information Page (accessible through the subscription email and the Reporting Portal) or by calling 877-639-3499.
The term of each Advertising Service shall begin as of the date of acceptance of these Terms and Conditions by Advertiser. Billing will occur in the form of a one-time payment or an automatically recurring monthly payment, as set forth in the specific product/service terms and conditions for the Advertising Service provided.
IF BILLING IS TO INCLUDE AN AUTOMATICALLY RECURRING PAYMENT:
- All payment for Advertising Services will be paid in advance on a monthly basis.
- Following the current contract term for any particular Advertising Service, this Agreement with respect to such Advertising Service shall automatically renew for successive one-month terms on the monthly anniversary date of Advertiser’s initial acceptance of these Terms and Conditions.
- After the initial contract term, Advertiser may cancel the automatically recurring payment, including the Advertising Services associated therewith, by providing notice to OrangeSoda by emailing Advertiser’s name, business name, email address, phone number, physical address, and domain, to email@example.com, with “Cancel Service” in the subject line. Provided such notice is received by OrangeSoda not later than 5:00 pm USA Mountain Time at least (3) three business days in advance of the date on which the next automatically recurring payment is scheduled to be made, then the next automatically recurring payment will be cancelled and the Advertising Services terminated at the end of the then-current term.
- In the event such notice is received closer than three (3) business days to the next automatically recurring payment, then the next automatically recurring payment will still be made as a final payment, the Advertising Services shall continue for an additional renewal term, and termination will instead occur at the end of that additional renewal term.
- No pro-rated refunds for partial terms or months will be provided.
For clarity, if an Advertiser were to engage OrangeSoda for Advertising Services with a 365 day contract term, and the initial sign-up date were July 15 of a given year, if Advertiser wished to cancel the Advertising Services at the end of the contract term without incurring an additional month’s charge, Advertiser would need to provide written notice of cancellation on or before July 12 – assuming July 12, 13, and 14 were business days. One-time fee offerings have no continuing term because the same are provided up front, the term thereof having been fulfilled upon initial delivery of the Advertising Service to Advertiser.
10. EARLY TERMINATION FEE: In the event Advertiser chooses to terminate services prior to completion of the contract term then Advertiser agrees to pay an early termination fee equal to the remaining Contract Value. Contract Value is determined by taking the number of months agreed to in the contract or insertion order times the monthly fees applicable to the Advertising Services. For example, the Contract Value of Advertising Services of $1000 for a three month term is $3000. If the Advertiser cancels after the first month the cancellation fee will be $2000.
11. MODIFICATION: Advertiser understands that OrangeSoda may modify its standard terms and conditions and service offerings from time to time and that OrangeSoda reserves the right to adjust the pricing of such services, effective upon the next automatic renewal date of the affected Advertising Service(s), after not less than thirty (30) days’ advance written notice to Advertiser. Following the fulfillment of initial contract terms, if the contract does not provide for automatic renewal for an additional term of more than one month, then the contract shall be considered month-to-month and Advertiser may be subject to revised terms and conditions and/or pricing following receipt of such notice. Advertiser is encouraged to enter a long-term contract or contracts to fix pricing, terms, and conditions. Advertiser and OrangeSoda can change the Advertising Services at any time upon mutual agreement.
12. ACCESS: Advertiser is authorized to access OrangeSoda-owned, operated, or hosted websites that require log in or account information solely to manage Advertiser’s advertising account(s). Advertiser agrees that it will not use the site or any content therein for any other purpose and that it will not disseminate or distribute any of said information. Advertiser’s right to access its account with OrangeSoda is personal to Advertiser and non-assignable and is subject to any limits established by OrangeSoda. Advertiser agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access Advertiser’s account with OrangeSoda or to monitor or copy OrangeSoda’s website or the content contained therein, except those automated means expressly made available by OrangeSoda.
13. LATENCY: Advertiser understands that, any information or data provided by Advertiser to OrangeSoda may not be processed on a real-time basis and may be subject to the latency of the Internet, the OrangeSoda systems and network of third-party partners and search engines.
14. OWNERSHIP OF NON-ADVERTISER PROPERTY: Title and full ownership rights in and to the Advertising Services, together with any and all ideas, concepts, campaign optimizations, computer programs, and other technology supporting or otherwise relating to OrangeSoda’s operation of the OrangeSoda network, the OrangeSoda bid management, task management, and optimization platform and website(s) (collectively, the “OrangeSoda Materials”), shall remain at all times solely with OrangeSoda and/or with the respective outsourced service provider or author, or with OrangeSoda’s Promotional Partner if applicable and if Promotional Partner was the owner of the same. Advertiser acknowledges that it has not acquired any ownership interest in the OrangeSoda Materials and will not acquire any ownership interest in the OrangeSoda Materials by reason of this Agreement.
15. ADVERTISER’S SITE: Unless Advertiser’s website is designed and provided by OrangeSoda as a part of its Advertising Services, Advertiser hereby acknowledges that neither OrangeSoda nor its Promotional Partner (if applicable) is responsible for the development, maintenance, and operation of the Advertiser website(s), nor for any content or other materials that appear on, and all visitors to, the Advertiser website(s), nor is OrangeSoda or its Promotional Partner responsible for order entry, payment processing, shipping, cancellations, returns, or customer service concerning orders placed on Advertiser’s website(s). Advertiser further warrants that it will not add to or place upon its site any OrangeSoda or Promotional Partner owned or licensed content, including but not limited to any OrangeSoda search listings, except pursuant to a separate signed affiliate agreement with OrangeSoda.
16. ADVERTISER REPRESENTATIONS AND WARRANTIES: Advertiser represents and warrants to OrangeSoda, and to its Promotional Partner if applicable, that for and continuing throughout the term of this Agreement:
- this Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms;
- Advertiser is responsible for its own responsiveness to communications and inquiries from OrangeSoda and acknowledges that any lack of responsiveness could materially impact the effectiveness of the Advertising Services;
- Information, content, images or data that Advertiser (including its agents or representatives) has provided or will provide for Advertising Services is and will be both accurate and complete to the best of Advertiser’s knowledge and that Advertiser has a legal right to use such information, content, images or data;
- Advertiser is the authorized owner or representative of the website(s) for which Advertising Services will be performed unless the website to be promoted by the Advertising Services is designed and provided by OrangeSoda; and,
- Advertiser’s website and information, content, images or data provided to OrangeSoda does not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
17. ADVERTISER COVENANTS: Advertiser further agrees to perform as follows:
Advertiser will not hold OrangeSoda or its affiliates, or Promotional Partner or its affiliates, if applicable, liable or responsible for the activities of visitors who come to Advertiser’s website(s) through Advertising Services.
In the event that Advertiser has been referred to the Advertising Services by or through an OrangeSoda partnership promotion, such that Promotional Partner is a beneficiary of these terms and conditions, Advertiser agrees that OrangeSoda may share all data it obtains, including product performance data, with Promotional Partner, and Promotional Partner shall have the same rights to access and use said data as OrangeSoda itself.
Advertiser agrees that if the Advertising Services ordered from OrangeSoda include paid search management, and if the paid search management is being performed through an existing account rather than OrangeSoda’s account, then Advertiser will grant OrangeSoda exclusive administrative access to said account. Advertiser may retain read-only access, but will allow OrangeSoda to perform the Advertising Services without shared administrative rights. Advertiser acknowledges that this is necessary for OrangeSoda to effectively perform the Advertising Services.
Advertiser will not, for a period of one (1) year following the date on which the term of this Agreement ends, either (a) solicit for employment any employee or independent contractor employed by OrangeSoda, (b) advise or encourage any employee or independent contractor employed by OrangeSoda to terminate employment with OrangeSoda, or (c) knowingly interfere or attempt to interfere with the employment relationship between OrangeSoda and any of its employees or with any relationship between OrangeSoda and any independent contractor who performs services for OrangeSoda. Notwithstanding the foregoing, general solicitations for employment (i.e., through job boards or general advertisements) and any employment relationship established as a result of responses to general solicitations for employment shall not be deemed a violation of this Advertiser Covenant.
If Advertiser sells or promotes adult materials, alcohol or tobacco products, controlled substances, prescription medications or over-the-counter medications, or other age-restricted products and/or services, Advertiser will: (i) have age verification on its sites’ home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted; and (iii) agrees that Advertiser will indemnify OrangeSoda against any claims, losses, damages, fines, penalties, or the like which may be sought, assessed, or imposed as a result of Advertiser’s sale or promotion of such products or services.
18. ADVERTISER INDEMNIFICATION OBLIGATIONS: Advertiser agrees to indemnify, defend, and hold harmless OrangeSoda, its distribution partners including Promotional Partner if applicable, their respective licensors and licensees, and affiliated companies, and any of their respective officers, directors, employees, representatives, and agents (collectively the “Indemnified Parties”), from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Advertiser, Advertiser’s client’s website(s) or contents therein, Advertiser’s conduct, acts or omissions, or any alleged or proven breach by Advertiser of any term, condition, agreement, representation, or warranty herein. This indemnification excludes any Claim that arises solely from the acts or omissions of an Indemnified Party, as to that party. An Indemnified Party will notify Advertiser of any claim, action, or demand for which indemnity is required in the reasonable opinion of Indemnified Party, and will cooperate with Advertiser at Advertiser’s expense. An Indemnified Party shall have sole discretion to accept or reject the law firm Advertiser chooses to defend the Indemnified Party, which firm must be experienced in defending similar claims. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of an Indemnified Party without the prior written consent of that party. An Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, OrangeSoda shall have the right to set off any liability of Advertiser to OrangeSoda with respect to a Claim against any amounts held on deposit with OrangeSoda by Advertiser.
19. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Advertiser acknowledges and agrees that it will not hold OrangeSoda, or Promotional Partner if applicable, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. Advertiser further acknowledges and agrees that errors or mistakes in the performance of the Advertising Services, including but not limited to misspellings or miscommunications, do not create a right to refund for the Advertiser. Advertiser will give OrangeSoda timely notice and allow OrangeSoda a reasonable opportunity thereafter to cure any identified errors or omissions. OrangeSoda makes no representations or warranties relating to the results of Advertising Services, including without limitation, the number of impressions, click-throughs, or leads and any promotional effect or return on investment thereof. As OrangeSoda relies on third parties for certain data, OrangeSoda makes no guarantees regarding the accuracy, reliability, or completeness of any such data, including but not limited to usage statistics.
In no event shall OrangeSoda, or Promotional Partner if applicable, be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.
20. ADDITIONAL ASSISTANCE: In the event Advertiser requests or purchases any additional assistance, which may include, without limitation, adding tracking codes or making other changes to Advertiser’s website(s), in connection with Advertising Service, then Advertiser agrees to provide OrangeSoda with access to perform the requested or purchased additional assistance. Advertiser acknowledges that any additional assistance provided by OrangeSoda is also subject to the limitations of liability in this Agreement.
21. SUCCESSORS AND ASSIGNS: Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Advertiser, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. Advertiser agrees that any of its agents, representatives, employees, or any person or entity acting on its behalf with respect to the use of the Advertising Services, shall be bound by, and shall abide by, these Terms and Conditions.
22. CHOICE OF LAW; EXCLUSIVE VENUE: This Agreement shall be construed in accordance with the laws of the state of Utah, and the parties agree that should any dispute arise concerning this Agreement, venue shall be laid exclusively in a court of competent jurisdiction in Salt Lake County, State of Utah.
23. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
24. WAIVER: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach of default of this Agreement.
25. ENTIRE UNDERSTANDING: This document, with any other materials, documents, understandings, or agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
26. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party.
27. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties, and where indicated, Promotional Partner, or their respective successors or permitted assigns.
28. SURVIVAL: The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.
29. DOMAIN NAME SERVICE AGREEMENT:
1. Purpose, Acceptance of Terms
This Domain Name Service Agreement, together with all other documents and policies referenced herein, is a legal agreement (“Agreement”) between Deluxe Small Business Sales Inc. d/b/a Aplus.net (“Aplus”, “Aplus.net”, “we”, “us”, “our”, “ours”) and the customer purchasing domain name registration services, together with any company or other business entity you are representing, if any.
Aplus will submit the domain name(s) selected by you to the Registry Operator, for recording into the Registry database for top level domains. You represent and warrant that the domain name registration and the use of your domain name registration will not, directly or indirectly, infringe upon the rights of any third parties.
You will be allowed to select the name servers to serve your domain name. Default name servers will be available for you if you do not have name servers available.
Aplus will collect, record and keep data about your identity and allow you to access and update your customer records. Aplus will generate, record and keep additional information pertaining to the domain registration such as activation date, transfers and modifications. Aplus will provide some or all of this data to the public as a public service at its sole discretion and as required by ICANN and applicable laws. You agree that the registration of your selected domain name is not guaranteed and that domains are offered on a first-come, first-served basis. The availability of any domain is subject to the results of queries to the databases of independent domain name registries. As such, Aplus cannot take responsibility for inaccuracies in search results.
You agree to pay the fees for the Service in accordance with Aplus published fee schedule . You agree to pay such fees for the initial registration and for subsequent renewals as outlined in the fee schedule. All fees are due prior to the registration or renewal date and are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled or transferred prior to the end of the registration term. Your domain name will be registered upon payment of the registration fee.
You agree that you will lose all rights upon the selected domain name in case of a charge back by your credit card company, credit card fraud or any other reversed payment. Aplus will decide, in its sole discretion, whether to hold the name in its own portfolio or to release it for use by others. Aplus will reinstate such names in its sole discretion and subject to reinstatement fee of $300, in addition to all other fees.
The effective start date of this Agreement commences once you complete the sign-up registration process for the Service. You may terminate the Service with advance notice in writing only to Aplus’ billing department by mail to our corporate address or by email to firstname.lastname@example.org. You understand that there will be no reimbursement and no pro rate if you decide to terminate the services before the end of a prepaid term, regardless of the reason for the termination. Aplus reserves the right to suspend, cancel, transfer or modify your domain name in the following cases (a) you materially breach this Agreement and do not cure such breach within 30 days of notice by us, (b) grounds arise for such suspension, cancellation, transfer or other modification as provided for in this Agreement, (c) you use your domain name in violation of this Agreement or in connection with unlawful activity, at our discretion, or (d) you use the domain name to send unsolicited commercial advertisements in contradiction to either applicable laws or customary acceptable usage policies of the Internet.
You acknowledge and agree that your registration of a domain name is subject to suspension, cancellation or transfer by any ICANN agreement, policy, specification or procedure, by Aplus, other Registrar or Registry Operator agreements, policies, specifications or procedures approved by ICANN, or by any other TLD Registry Operator (a) to correct mistakes by Aplus, other Registrar or the Registry Operator in administering the name or (b) for the resolution of disputes concerning the domain.
You also agree that Aplus shall have the right in its sole discretion to suspend, cancel, transfer or otherwise modify a domain name registration at any time, or at such time as Aplus receives a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the suspension, cancellation transfer or modification of the domain name registration.
4.2 Renewals, Redemptions, Transfers.
The renewal and redemption of the domain name provided to you as part of the Service is governed by our Domain Name Renewal and Redemption Policy. You agree that it is your sole responsibility to watch the expiration terms of your domain name and pay your renewal fees on time. Failure to pay the renewal fee will result in domain name suspension and eventual release of the domain name for use by others. Credit card accounts will be automatically renewed unless notified prior to expiration date of service. If a domain is not renewed prior to its expiration, a Renewal Grace Period of 30 days allows the Registrant to renew the domain at Aplus’ standard rate. For additional information, please refer to Aplus’ Domain Name Renewal and Redemption Policy.
You understand that you will be prohibited from changing Registrars during the first 60 days of your domain name’s registration period and also during the first 60 days after a Registrar transfer of the domain name. You understand that enabling the “Domain Lock” option for a domain in your Domain Manager Application will apply the “Client Transfer Prohibited” status to that domain name, and that the domain cannot be transferred to another registrar while this status is in effect. This “Domain Lock” can also be removed via the Domain Manager Application.
5. Registry Operator Role and Indemnification
You understand and agree that Aplus does not have control over other Registrars, the Registry or the Registry Operator. You agree and acknowledge that Aplus is not liable or responsible in any way for any errors, omissions or any other actions by other Registrars, the Registry or the Registry Operator arising out of or related to your application and receipt of, or failure to receive, a domain name registration.
6. Data Submission and Updates.
You agree to provide to Aplus accurate and up-to-date data necessary to register and your domain and maintain your domain name registration, including but not limited to: the full name, postal address, e-mail address, telephone number and fax number (if available) of the Registered Name Holder; name of authorized person for contact purposes in the case of a Registered Name Holder that is an organization, association or corporation; the full name, postal address, e-mail address, telephone number and fax number (if available) of the Administrative, Billing and Technical contacts for the domain WhoIs. Aplus determines the nature of such data in its sole discretion considering the rules and procedures set forth by ICANN, other Registrars, the Registry and the Registry Operator. You agree to update all such data within seven (7) days of any change through your Aplus Control Panel and to submit additional information, if needed. This can be done by following the support link at the top of the Aplus’ home page www.aplus.net or by contacting Aplus’ customer support at +1-855-791-8966.
You acknowledge that you may be asked to submit a third party’s personal data. In such event you agree to secure the consent of such third party to have his/her (the third party’s) personal data submitted and used, as allowed by this agreement. You acknowledge that willfully failing to provide or update information promptly will constitute a material breach of this agreement and will be a sufficient basis for cancellation of your domain name registration.
You acknowledge that if you intend to license the use of a domain name to a third party you are nonetheless the Registered Name Holder of record and are responsible for providing your own full contact information and for providing and updating accurate administrative, billing and technical 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 accepts liability for harm caused by wrongful use of the Registered Name, unless it discloses the current contact information provided by the licensee and the identity of the licensee within seven (7) days to a party providing the Registered Name Holder reasonable evidence of actionable harm.
You further agree that a failure to respond for over fifteen (15) calendar days to inquiries by Aplus concerning the accuracy of contact details associated with your domain name registration shall constitute a material breach of this agreement and will be sufficient basis for cancellation of your domain name registration.
Aplus will own all data collected during the registration process and reserves the right to use this data in its sole discretion in accordance with other Registrar, Registry, Registry Operator and ICANN requirements as well as applicable law. You are hereby advised that some or all of such data may be made available to the public. You agree and acknowledge that Aplus owns all database, compilation, collective and similar rights, title and interests worldwide in Aplus’ domain name database and all information and derivative works generated from its domain name database. Aplus will take reasonable precautions to protect your domain name registration data from loss, misuse or disclosure.
Aplus will contact you via the email address provided as the primary point of contact in the application form you used to sign up for the Service and which is contained in your control panel. You agree to monitor such contact email and to forward it to appropriate personnel and/or departments within your organization, as applicable. You agree to ensure that all contact information on file with us is kept current.
8. Customer Support and Escalations.
Aplus can be contacted at email@example.com for all Domain Services questions, and firstname.lastname@example.org for any Billing questions. We can also be reached by phone at +1-855-791-8966. In the event that you need to submit a complaint or concern, please contact us via the Billing or Domain Services email address above and your message will be escalated to the appropriate personnel.
9. Domain Disputes.
You agree to be bound by Aplus and ICANN’s “Uniform Domain Name Dispute Resolution Policy”. You agree that you will be subject to the provisions specified in the Dispute Policy in effect at the time the applicable domain name registration is the subject of a dispute. You also agree that in the event of any such dispute, you will indemnify and hold Aplus, other Registrars, Registry and Registry Operator harmless pursuant to this Agreement and the terms and conditions contained in the dispute policy.
9.1 Transfer Disputes.
You agree to be bound by ICANN’s “Registrar Transfer Dispute Resolution Policy” (Dispute Policy), which is hereby incorporated into and made a part of this Agreement. You agree that you will be subject to the provisions specified in the Dispute Policy in effect at the time your domain name registration is disputed by a third party. You also agree that, in the event that a domain name dispute arises with any third party, you will indemnify and hold Registrar, Registration Service Provider, Registry and Registry Operator harmless pursuant to the terms and conditions contained in the Dispute Policy.
10. WhoIs Verification.
In accordance with ICANN’s WhoIs Accuracy Program Specification (https://www.icann.org/resources/pages/approved-with-specs-2013-09-17-en#whois-accuracy), Aplus verifies WhoIs information by sending an email to the Registrant (owner) contact listed on the WhoIs record when a new domains is registered; a domain is transferred in to Aplus; the Registrant information is updated; or we become aware of inaccurate WhoIs information. If the WhoIs verification is not completed within 15 days, the domain will be suspended and all related services will be interrupted until verification is complete. The expiry date of a suspended domain is not altered, and no refunds will be made for interruptions related to incomplete WhoIs verification. Previously verified contact information sets do not need to be re-verified. For more information visit http://verifymywhois.com or contact our Domain Services team at +1-855-791-8966 or email@example.com.
11. Limitation of Liability
Neither Aplus nor its affiliates or agents will be liable for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this Agreement or the domain name registration Service, including but not limited to damages for lost profits, loss of use, lost data, loss of privacy, damages to third parties, even if Aplus has been advised of the possibility of such damages. The foregoing limitation of liability will apply whether any claims are based upon principles of contracts, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise.
Aplus’ maximum aggregate liability shall not exceed the total amount paid by you for the Services for the previous six months from the incident giving rise to any such claim, or $500.00, whichever is less. In states where the limitation or exclusion of liability or incidental or consequential damages is not allowed, the above limitations or exclusions may not apply to you. In such cases Aplus’ liability will be limited to the fullest extent permitted by applicable law.
This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby canceled to the extent they are not specifically merged herein. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein.
This Agreement may be modified occasionally in order to reflect the dynamic nature of the Internet as well as the contracts Aplus has with other Registrars, Registry, Registry Operator and/or ICANN. You will be notified of such modifications if they are material to this Agreement or the Service. Any new features or products that change, augment or enhance Aplus’ Service offerings will be subject to this Agreement. Your continued use of the Service will constitute your acceptance of these modifications. If you do not agree to any of such changes, your sole and exclusive remedy is to cancel your subscription to the Service and to have your domain name registration transferred to a different domain name Registrar.
This agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Minnesota without regard to its conflict or choice of law provisions. Any legal action or proceeding relating to this agreement or the provision of the Service shall be brought in the state or federal courts located in Minnesota. You hereby submit to the jurisdiction of and agree that venue is proper in those courts in any such legal action or proceeding.
13.1 Provisions specific to .mobi domain registrations
You agree to be bound by any registry (mTLD Top Level Domains Ltd. “dotMobi”) rules, policies, and agreements for .mobi domain registrations.
Notwithstanding anything contrary to this Agreement, mTLD Top Level Domain Ltd. (“dotmobi”) is and shall be an intended third-party beneficiary of this Agreement. As such, the parties to this Agreement acknowledge and agree that the third-party beneficiary rights of dotmobi have vested and that dotmobi has relied on its third-party beneficiary rights under this Agreement in agreeing to us being a Registrar for the .MOBI top level domain. Additionally, the third-party beneficiary rights of dotmobi shall survive any termination or expiration of this Agreement.
13.2 Provisions specific to .name domain registrations
As a .NAME Registered Name Holder, you certify, to the best of your knowledge, that the name you are registering is your legal, personal name, or that you own the intellectual property rights to that name. If at any time it is discovered that it is not your legal personal name, or your intellectual property, Aplus and the .NAME Registry Operator, Global Name Registry (GNR) reserve the right to cancel your registration without refund, or transfer it to another party. In addition to the above, you agree to be bound by the provisions of ICANN’s Eligibility Requirements Dispute Resolution Policy (ERDRP), which is incorporated herein. Additionally, you agree to be bound by Verisign Inc.’s .NAME Acceptable Use Policy, which is hereby incorporated by reference. This policy prohibits you from using your .NAME Email to engage in certain activities including, but not limited to, spamming with a limit of 500 emails allowed to be sent from a single user at a time.
13.3 Provisions specific to .us domain registrations.
As a .US Registered Name Holder, you hereby certify and agree that you meet all of the .US Nexus Requirements, which provide that Registered Name Holder’s must be either (i) a natural person (a) who is a United States citizen, (b) who is a permanent resident of the United States or any of its possessions or territories, or (c) whose primary place of domicile is in the United States of America or any of its possessions; or (ii) an entity or organization that is (a) incorporated within one of the fifty United States, the district of Columbia, or any of the United States’ possessions or territories or (b) organized or otherwise constituted under the laws of a state of the United States of America, the District of Columbia or any of its possessions or territories; or (iii) a foreign entity or organization that has a bona fide presence in the United States of America or any of its possession or territories.
You acknowledge and agree to be bound by the .us UDRP Nexus Dispute Policy. You acknowledge and agree that you have provided specific information regarding how you meet the Nexus Requirements and that you have willingly volunteered such information. You understand and agree that such information will be verified and will be shared with the .US Registry. You further acknowledge and agree that if such information cannot be verified, or if you fail to continue to abide by the Nexus Requirements, the registered domain name shall be subject to immediate cancellation.
You acknowledge and agree that the name servers listed for your .US domain name(s) must be based within the United States of America or any of its possessions or territories. You acknowledge and agree that you are not permitted to purchase private or proxy .US registrations. You shall your personal information, which information you represent and warrant is current, accurate and complete register for any and all .US registrations.
13.4 Provisions specific to .bz domain registrations.
You acknowledge and agree to obey, comply with and be bound by any and all registry rules, policies, and agreements, and any and all updates, revisions and modifications thereto, for this ccTLD, which may be found on the Registry Belizenic and the Registry Operator (Afilias’) website, and which are incorporated herein.
The following rules must be followed when registering a .bz domain: (a) domain names may include only letters, numbers, or hyphen (“-“); (b) domain names cannot begin or end with a hyphen; (c) domain names cannot have more than 63 characters, not including extensions; (d) the minimum length of a second or third level domain name is three (3) characters, not including extensions; (e) domain names considered offensive may be declined by the Registry or Registry Operator; (f) domains must have at least two configured and working nameservers in order to be entered into the zone file.
13.5 Provisions specific to .ca domain registrations.
You acknowledge and agree to obey, comply with and be bound by any and all registry rules, policies, and agreements, and any and all updates, revisions and modifications thereto, for this ccTLD, which may be found on the Registry Operator’s, CIRA, website, and which are hereby incorporated by reference.
You acknowledge and agree that registration of your selected domain name in your first application to CIRA shall not be effective until you have entered into and agreed to be bound by CIRA’s Registrant Agreement.
You acknowledge and agree that registration of a domain name does not create any proprietary right for you, the Registrar, or any other person in the name used as a domain name or the domain name registration and that the entry of a domain name in the Registry or in the WHOIS shall not be construed as evidence or ownership of the domain name registered as a domain name. You shall not in any way transfer or purport to transfer a proprietary right in any domain name registration or grant or purport to grant as security or in any other manner encumber or purport to encumber a domain name registration.
You acknowledge and agree that CIRA may, at its option, extend any period for the registration of a Domain Name at no charge to the Registrar or you for such further period of time as CIRA may determine, in its sole discretion.
CIRA shall have the right, at any time and from time to time, acting reasonably, to amend the Registrar Agreement between CIRA and the Registrar, and any or all of the Registry PRP and to adopt new Registry PRP not yet in effect. Any such amendment will be binding and effective on the Registrar and you thirty (30) days after CIRA gives notice of such amendment by email to the Registrar.
You further acknowledge and agree that the Registrar may make changes to the Administrative Contact details at any time without having to comply with the change of critical information approval process (as set out in the applicable Registry PRP), provided you have granted your Registrar the authority to do so and have not revoked said authority. If you have two (2) or more Registrars, only one (1) of your Registrars may be granted said authority. You may at any time revoke said authority or provide said authority to another of your Registrars.
You acknowledge and agree that your Registrar may, in accordance with the applicable Registry PRP, cancel your Domain Name Registrations within seven (7) days of activation and cancel the renewal of your domain name registration provided that the renewal term has not yet commenced.
.CA ASCII and IDN domain variants are bundled and reserved for a single Registered Name Holder. Registered Name Holders are not required to register all variants in a bundle, but all registered variants must be registered and managed at a single Registrar. Each variant registered will incur a registration fee. In addition, when registering multiple .CA domain (ASCII and IDN) variants in a bundle, your WHOIS information must be identical. If variants are registered at other Registrars or if WHOIS information does not match, it may result in an “unavailable” search result, delayed or failed registration. If information does not match, validation is required and may take up to seven business days and delay availability of domain.
13.6 Provisions specific to .cc and .tv registrations.
You represent and warrant that you meet the eligibility requirements of these ccTLDs. You further agree to be bound by any registry rules, policies, and agreements for these ccTLDs. The registration guidelines for these ccTLDs are available through the Registry Operator (Verisign, Inc.) and are incorporated herein.
13.7 Provisions specific to .co registrations.
You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.cointernet.co/domain/policies-procedures. You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.
Accredit means to identify and set minimum standards for the performance of registrations functions, to recognize persons or entities meeting those standards, and to enter into an accreditation agreement with ICANN that sets forth the rules and procedures applicable to the provision of Registrar Services. Hostopia.com Inc. d/b/a Aplus.net is an ICANN accredited Registrar for defined TLDs.
ccTLD is a country code Top-Level Domain owned by a specific country which may be administered by a third party Registry Operator. Aplus registers the following ccTLDs: .bz, .cc, .tv, .us and .ws domains. Aplus is an authorized Reseller to Tucows Inc. for .ca domain registrations. See more information below under the “TLD” definition.
Data Escrow services are required by ICANN and ccTLD Registries. Registrar uses Iron Mountain for its WHOIS data escrow service. You hereby consent to the required data processing and escrow requirements set forth by ICANN and from any third-parties for data or information provided and/or stored.
DNS refers to the Internet domain-name system governed by ICANN.
ICANN refers to the Internet Corporation for Assigned Names and Numbers. ICANN is a California non-profit, non-government organization under contract with the U.S. Department of Commerce to manage the security and stability of Internet, including the Domain Name System.
Registered Domain Name refers to a domain name within the domain of a TLD, whether consisting of two (2) or more levels (e.g., john.smith.name), about which a TLD Registry Operator (or an affiliate engaged in providing Registry Services) maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. A name in a Registry Database may be a Registered Name even though it does not appear in a zone file (e.g., a registered but inactive name).
Registered Name Holder or Registrant means the holder of a Registered Domain Name. If an organization, association or corporation is listed in the Registrant section of the domain WhoIs data, that organization, association or corporation is considered to be the Registrant, with the individual person’s name listed being an authorized point of contact within that organization, association or corporation.
Registrar refers to an entity accredited by ICANN authorized to administer domain name services, including Hostopia.com Inc. d/b/a Aplus.net and Tucows Inc.. Tucows Inc. agreements are incorporated by reference into this agreement where applicable and can be found at http://opensrs.com/site/resources/agreements.
Registrar Services means services provided by a Aplus in connection with a TLD or Tucows in connection with a ccTLD as to which they haves an agreement with the TLD’s or ccTLD’s Registry or Registry Operator, and includes contracting with Registered Name Holders, collecting registration data about the Registered Name Holders, and submitting registration information for entry in the Registry Database.
Registry means the electronic directory where all TLDs are held. The Registry administrator (RA) maintains the Registry.
Registry Data means all Registry Database data maintained in electronic form, and shall include TLD Zone-File Data, all data used to provide Registry Services and submitted by Aplus or Tucows in electronic form, and all other data used to provide Registry Services concerning particular domain name registrations or nameservers maintained in electronic form in a Registry Database.
Registry Operator is the person or entity then responsible, in accordance with an agreement between ICANN (or its assignee) and that person or entity (those persons or entities) or, if that agreement is terminated or expires, in accordance with an agreement between the U.S. Government and that person or entity (those persons or entities), for providing Registry Services for a specific TLD or that country or providing Registry Services for a specific ccTLD.
Registry Services shall have the meaning defined in the agreement between ICANN and the Registry Operator for that TLD or that Country or their Registry Operator for that ccTLD.
TLD is a Top-Level Domain of the Domain Name System. Aplus registers the following TLDs: include .biz, .com, .info, .mobi, .name, .net, and .org, domains. ccTLD is a country code Top-Level Domain owned by a specific country which may be administered by a third party Registry Operator. Aplus, registers the following ccTLDs: .bz, .cc, .tv, .us and .ws domains. Aplus is an authorized Reseller to Tucows Inc. for .ca domain registrations.
15. Registrant Benefits and Responsibilities
Domain Name Registrants’ Rights:
- Your domain name registration and any privacy/proxy services you may use in conjunction with it must be subject to a Registration Agreement with an ICANN Accredited Registrar.
- You are entitled to review this Registration Agreement at any time, and download a copy for your records.
- You are entitled to accurate and accessible information about:
- The identity of your ICANN Accredited Registrar;
- The identity of any proxy or privacy service provider affiliated with your Registrar;
- Your Registrar’s terms and conditions, including pricing information, applicable to domain name registrations;
- The terms and conditions, including pricing information, applicable to any privacy services offered by your Registrar;
- The customer support services offered by your Registrar and the privacy services provider, and how to access them;
- How to raise concerns and resolve disputes with your Registrar and any privacy services offered by them; and
- Instructions that explain your Registrar’s processes for registering, managing, transferring, renewing, and restoring your domain name registrations, including through any proxy or privacy services made available by your Registrar.
- You shall not be subject to false advertising or deceptive practices by your Registrar or through any proxy or privacy services made available by your Registrar. This includes deceptive notices, hidden fees, and any practices that are illegal under the consumer protection law of your residence.
Domain Name Registrants’ Responsibilities:
- You must comply with the terms and conditions posted by your Registrar, including applicable policies from your Registrar, the Registry and ICANN.
- You must review your Registrar’s current Registration Agreement, along with any updates.
- You will assume sole responsibility for the registration and use of your domain name.
- You must provide accurate information for publication in directories such as WHOIS, and promptly update this to reflect any changes.
- You must respond to inquiries from your Registrar within fifteen (15) days, and keep your Registrar account data current. If you choose to have your domain name registration renew automatically, you must also keep your payment information current
16. REGISTRANT EDUCATIONAL MATERIALS:
17. DOMAIN NAME RNEWAL AND REDEMPTION:
1. Purpose, Acceptance of Terms.
2. Auto-Renewal Policy.
Registration Service Provider provides an auto-renewal option for each registered domain name. Each domain name owner can control the auto-renewal option for their domain(s) within the control panel. The auto-renewal service has two options:
Auto-Renew ON: The domain name(s) will be automatically renewed by the Registrar on the expiry date; the auto-renewal term is set to 1 year when enabled and can be viewed or changed in your Aplus.net Control Panel. Your domain(s) will be renewed using your current method of payment. Renewal payment is taken 30 days prior to the expiry of the domain, to ensure ample time for successful payment. You are responsible for ensuring that renewal fees are processed on time.
Auto-Renew OFF: The domain name(s) will not be automatically renewed. The domain name owner must explicitly request the renewal of his/her domain name(s) prior to the expiration date.
Please note that auto-renew must be turned on more than one day prior to the renewal date in order to take effect.
Registration Service Provider will send email notifications to you for expiring domains regardless of the auto-renewal option status:
Auto-Renew ON: A Reminder will be sent at 45, 30, and 5 days prior to your domain’s expiration date and then 5 and 15 days after expiration if the domain is not renewed. The notification is sent to the email address provided as the Registered Name Holder point of contact in your Registration Service Provider account, and will contain the domain name and expiration date.
Auto-Renew OFF: Renewal notices are sent 45, 30, 15, and 5 days prior to the domain’s expiration date, and then 5 and 15 days after expiration if the domain is not renewed. The notification is sent to the email address provided as the Registered Name Holder point of contact in your Aplus account, and will contain the domain name and expiration date, as well as renewal instructions.
3. Expired Domains Deletion Policy.
For the first 30 days after your domain name’s expiration date the domain is considered to be in a “Renewal Grace Period” status. During this time the WHOIS information will be masked and will not display the original Registrant’s information unless the domain is renewed. During the Renewal Grace Period, the domain can only be renewed by the original owner. The cost for renewal during the Renewal Grace Period is the same as for a standard domain renewal. During the Renewal Grace Period the Registrar will change the nameservers to ns1.renewyourname.aplus.net and ns2.renewyourname.aplus.net to indicate that your domain name has expired with instructions for renewing your domain name. If your domain name is currently expired, you may log into your Aplus domain name control panel and renew your domain name or you may contact one of our Domain Services Representatives to assist you. Domain Services Representatives can be reached 24/7 at +1 (855) 791-8966.
If you do not renew your domain name during the Renewal Grace Period your domain name will be made available to other parties for purchase. During the Renewal Grace Period, Aplus may direct your domain name to an IP address designated by us, including, without limitation, to an IP address which hosts a parking, under construction, or other page that may include promotions and advertisements for, and links to, any of Aplus’s Websites, Aplus or third-party Websites including Internet search engines. After the Renewal Grace Period ends, you may contact one of our Aplus Domain Services Representatives, 24/7 at +1 (855) 791-8966, to inquire about repurchasing the expired domain name.
If the domain status changes to redemption status, the original domain owner has the option to renew the domain for a redemption fee of $89 plus the cost of the domain renewal. The Registration Service Provider’s price list can be found at www.aplus.net. If your domain name is currently in redemption status, we ask that you contact one of our Domain Services Representatives immediately at firstname.lastname@example.org to help you renew the domain. Domain Services can be reached from 9:00 am to 9:00 pm Eastern seven days a week at 855-791-8966, Option 4.
4. Pending Delete Status.
Following the Renewal Grace Period the Registry places the expired domain into “Pending Delete Status” for approximately five (5) days. During the Pending Delete Status your expired domain name cannot be retrieved by the Registration Service Provider and redeemed. Following the Pending Delete Status period, your expired domain is then released from the Registry and made available to the general public for registration.
For more information about Aplus’ domain name registration Service, please reference your Domain Name Service Agreement.
18. DOMAIN NAME DISPUTE RESOLUTION PROCEDURE:
This Uniform Domain Name Dispute Resolution Policy (the “Policy”) has been adopted by the Internet Corporation for Assigned Names and Numbers (“ICANN”) sets forth the terms and conditions that govern disputes between you and any party other than us (the registrar) over the registration and use of an Internet domain name registered by you using our Service.
Proceedings under Paragraph 4 of this Policy will be conducted according to the Rules for Uniform Domain Name Dispute Resolution Policy (the “Rules of Procedure”), which are available at www.icann.org/en/dndr/udrp/policy.htm and the selected administrative-dispute-resolution service provider’s supplemental rules.
1. Your Representations
By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in your Registration Agreement are complete and accurate; (b) to your knowledge, the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not knowingly use the domain name in violation of any applicable laws or regulations. It is your responsibility to determine whether your domain name registration infringes or violates someone else’s rights.
2. Cancellations, Transfers and Changes
We will cancel, transfer or otherwise make changes to domain name registrations under the following circumstances:
- subject to the provisions of Paragraph 8, our receipt of written or appropriate electronic instructions from you or your authorized agent to take such action;
- our receipt of an order from a court or arbitral tribunal, in each case of competent jurisdiction, requiring such action; and/or
- our receipt of a decision of an Administrative Panel requiring such action in any administrative proceeding to which you were a party and which was conducted under this Policy or a later version of this Policy adopted by ICANN. (See Paragraph 4(i) and (k) below.)
We may also cancel, transfer or otherwise make changes to a domain name registration in accordance with the terms of your Registration Agreement or other legal requirements.
3. Mandatory Administrative Proceeding
This Paragraph sets forth the type of disputes for which you are required to submit to a mandatory administrative proceeding. These proceedings will be conducted before one of the administrative-dispute-resolution service providers listed at www.icann.org/udrp/approved-providers.htm (each, a “Provider”).
- Applicable Disputes. (a) You are required to submit to a mandatory administrative proceeding in the event that a third party (a “complainant”) asserts to the applicable Provider, in compliance with the Rules of Procedure, that
- your domain name is identical or confusingly similar to a trademark or service mark in which the complainant has rights; and
- you have no rights or legitimate interests in respect of the domain name; and
- your domain name has been registered and is being used in bad faith.
In the administrative proceeding, the complainant must prove that each of these three elements is present.
- Evidence of Registration and Use in Bad Faith. For the purposes of Paragraph 4(a)(iii), the following circumstances, in particular but without limitation, if found by the Panel to be present, shall be evidence of the registration and use of a domain name in bad faith:
- circumstances indicating that you have registered or you have acquired the domain name primarily for the purpose of selling, renting, or otherwise transferring the domain name registration to the complainant who is the owner of the trademark or service mark or to a competitor of that complainant, for valuable consideration in excess of your documented out-of-pocket costs directly related to the domain name; or
- you have registered the domain name in order to prevent the owner of the trademark or service mark from reflecting the mark in a corresponding domain name, provided that you have engaged in a pattern of such conduct; or
- you have registered the domain name primarily for the purpose of disrupting the business of a competitor; or
- by using the domain name, you have intentionally attempted to attract, for commercial gain, Internet users to your web site or other on-line location, by creating a likelihood of confusion with the complainant’s mark as to the source, sponsorship, affiliation, or endorsement of your web site or location or of a product or service on your web site or location.
- How to Demonstrate Your Rights to and Legitimate Interests in the Domain Name in Responding to a Complaint. When you receive a complaint, you should refer to Paragraph 5 of the Rules of Procedure in determining how your response should be prepared. Any of the following circumstances, in particular but without limitation, if found by the Panel to be proved based on its evaluation of all evidence presented, shall demonstrate your rights or legitimate interests to the domain name for purposes of Paragraph 4(a)(ii):
- before any notice to you of the dispute, your use of, or demonstrable preparations to use, the domain name or a name corresponding to the domain name in connection with a bona fide offering of goods or services; or
- you (as an individual, business, or other organization) have been commonly known by the domain name, even if you have acquired no trademark or service mark rights; or
- you are making a legitimate noncommercial or fair use of the domain name, without intent for commercial gain to misleadingly divert consumers or to tarnish the trademark or service mark at issue.
- Selection of Provider. The complainant shall select the Provider from among those approved by ICANN by submitting the complaint to that Provider. The selected Provider will administer the proceeding, except in cases of consolidation as described in Paragraph 4(f).
- Initiation of Proceeding and Process and Appointment of Administrative Panel. The Rules of Procedure state the process for initiating and conducting a proceeding and for appointing the panel that will decide the dispute (the “Administrative Panel”).
- Consolidation. In the event of multiple disputes between you and a complainant, either you or the complainant may petition to consolidate the disputes before a single Administrative Panel. This petition shall be made to the first Administrative Panel appointed to hear a pending dispute between the parties. This Administrative Panel may consolidate before it any or all such disputes in its sole discretion, provided that the disputes that are being consolidated are governed by this Policy or a later version of this Policy adopted by ICANN.
- Fees. All fees charged by a Provider in connection with any dispute before an Administrative Panel pursuant to this Policy shall be paid by the complainant, except in cases where you elect to expand the Administrative Panel from one to three panelists as provided in Paragraph 5(b)(iv) of the Rules of Procedure, in which case all fees will be split evenly by you and the complainant.
- Our Involvement in Administrative Proceedings. We do not, and will not, participate in the administration or conduct of any proceeding before an Administrative Panel. In addition, we will not be liable as a result of any decisions rendered by the Administrative Panel.
- Remedies. The remedies available to a complainant pursuant to any proceeding before an Administrative Panel shall be limited to requiring the cancellation of your domain name or the transfer of your domain name registration to the complainant.
- Notification and Publication. The Provider shall notify us of any decision made by an Administrative Panel with respect to a domain name you have registered with us. All decisions under this Policy will be published in full over the Internet, except when an Administrative Panel determines in an exceptional case to redact portions of its decision.
- To comply with applicable laws or regulations
- To determine whether an alleged breach of law or regulation has occurred
- In response to valid legal service of process
- In response to notice of a claim or complaint including UDRP
- To avoid legal liability and/or financial loss to us
- If, in our reasonable discretion, you use the WHOIS Privacy Service to conceal your involvement with illegal, illicit, objectionable or harmful activities
- If you transmit any kind of spam, viruses, worms or other harmful computer programs
Availability of Court Proceedings. The mandatory administrative proceeding requirements set forth in Paragraph 4 shall not prevent either you or the complainant from submitting the dispute to a court of competent jurisdiction for independent resolution before such mandatory administrative proceeding is commenced or after such proceeding is concluded. If an Administrative Panel decides that your domain name registration should be canceled or transferred, we will wait ten (10) business days (as observed in the location of our principal office) after we are informed by the applicable Provider of the Administrative Panel’s decision before implementing that decision. We will then implement the decision unless we have received from you during that ten (10) business day period official documentation (such as a copy of a complaint, file-stamped by the clerk of the court) that you have commenced a lawsuit against the complainant in a jurisdiction to which the complainant has submitted under Paragraph 3(b)(xiii) of the Rules of Procedure. (In general, that jurisdiction is either the location of our principal office or of your address as shown in our Whois database. See Paragraphs 1 and 3(b)(xiii) of the Rules of Procedure for details.) If we receive such documentation within the ten (10) business day period, we will not implement the Administrative Panel’s decision, and we will take no further action, until we receive (i) evidence satisfactory to us of a resolution between the parties; (ii) evidence satisfactory to us that your lawsuit has been dismissed or withdrawn; or (iii) a copy of an order from such court dismissing your lawsuit or ordering that you do not have the right to continue to use your domain name.
4. All other Disputes and Litigation
All other disputes between you and any party other than us regarding your domain name registration that are not brought pursuant to the mandatory administrative proceeding provisions of Paragraph 4 shall be resolved between you and such other party through any court, arbitration or other proceeding that may be available.
5. Our Involvement in Disputes
We will not participate in any way in any dispute between you and any party other than us regarding the registration and use of your domain name. You shall not name us as a party or otherwise include us in any such proceeding. In the event that we are named as a party in any such proceeding, we reserve the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend ourselves.
6. Maintaining the Status Quo
We will not cancel, transfer, activate, deactivate, or otherwise change the status of any domain name registration under this Policy except as provided in Paragraph 3 above.
7. Transfers During a Dispute
7.1 Transfers of a Domain Name to a New Holder. You may not transfer your domain name registration to another holder (i) during a pending administrative proceeding brought pursuant to Paragraph 4 or for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded; or (ii) during a pending court proceeding or arbitration commenced regarding your domain name unless the party to whom the domain name registration is being transferred agrees, in writing, to be bound by the decision of the court or arbitrator. We reserve the right to cancel any transfer of a domain name registration to another holder that is made in violation of this subparagraph.
7.2 Changing Registrars. ou may not transfer your domain name registration to another registrar during a pending administrative proceeding for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded. You may transfer administration of your domain name registration to another registrar during a pending court action or arbitration, provided that the domain name you have registered with us shall continue to be subject to the proceedings commenced against you in accordance with the terms of this Policy. In the event that you transfer a domain name registration to us during the pendency of a court action or arbitration, such dispute shall remain subject to the domain name dispute policy of the registrar from which the domain name registration was transferred.
8. Policy Modifications
We reserve the right to modify this Policy at any time with the permission of ICANN. We will post our revised Policy at least thirty (30) calendar days before it becomes effective. Unless this Policy has already been invoked by the submission of a complaint to a Provider, in which event the version of the Policy in effect at the time it was invoked will apply to you until the dispute is over, all such changes will be binding upon you with respect to any domain name registration dispute, whether the dispute arose before, on or after the effective date of our change. In the event that you object to a change in this Policy, your sole and exclusive remedy is to cancel your domain name registration with us, provided that you will not be entitled to a refund of any fees you paid to us. The revised Policy will apply to you until you cancel your domain name registration.
30. WHOIS PRIVAY SERVICE:
1. Purpose, Acceptance of Terms.
2. Display of Public Information; WhoIs Registry.
When you select the WHOIS Privacy Service option for a domain name registered through us the public (“WHOIS”) contact and ownership information for each domain, i.e. registrant, administrative, billing and technical contact fields, will be displayed as follows:
Registration Private; SyncSuite, LLC
110 East Broward Boulevard, Suite 1650
Fort Lauderdale, FL 33301
3. Domain Name Ownership.
You will retain all ownership rights in your domain name, including the ability to sell, transfer or renew each domain and to manage your domain name servers.
4. Your Contact Information.
You agree to maintain true, accurate and up-to-date contact information on your Registrar account. We will use this information to forward to you correspondence that we receive regarding your domain name. Email correspondence is automatically forwarded to the point of contact listed on your Registrar account. Postal mail will not be forwarded.
5. Use of the Service.
You may elect to use the WHOIS Privacy Service for domains you have registered with us and for domains you have transferred to us (once your domain registration is complete). For domains to be transferred to or from us, you must first disable the current WHOIS Privacy Service before initiating the transfer.
6. Service Fees.
We will charge you the applicable Service fees according to our published fee schedule. Fees are non-refundable even if your WHOIS Privacy Service is terminated early. We may modify the pricing for the WHOIS Privacy Service at any time.
7. Right to Disable or Suspend Privacy Service.
WHOIS Privacy service provider SyncSuite LLC reserves the right, in its sole discretion and without liability to you or any third party, to disable, suspend, or terminate your WHOIS Privacy Service and to reveal your identity in certain circumstances, including:
8. Abuse/Infringement Point of Contact.
To report abuse of a domain name registration, or infringement of trademarks or other third-party rights, please contact email@example.com.
31. SEVERABILITY: In the event that any clause, term, or provision of this Agreement is found to unenforceable or otherwise disfavored under law or public policy such that a court of law would not enforce the same, then the same shall be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect, and applied in a manner which most closely fulfills the original intent of the parties hereto.
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