This Reseller Agreement (“Agreement”) is entered into by and between GNAME PTE.LTD, a Singapore limited liability company ("GNAME") and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Gname’s Reseller program for the purpose of selling some of gname’s products and services (the “Services”) to your own customer. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Your online acceptance of this Agreement signifies that you have read, understand, and agree to be bound by this Agreement, along with any other agreements or policies that are expressly incorporated herein.
The terms “we”, “us” or “our” shall refer to GNAME. The terms “you”, “your”, or “Reseller” shall refer to any individual or entity who accepts this Agreement.
We may change or modify this Agreement, any policies of reseller or agreements which are incorporated at any time, and such changes or modifications shall be effective immediately upon posting to gname site. Your use of our Reseller service after such changes or modifications shall constitute your acceptance of revised Agreement and policies. If you do not agree to be bound by the last revised Agreement and the Reseller policy limitations, Please do not continue to use the reseller technical Functions and services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
2.RIGHTS AND OBLIGATIONS
2.1 By signing this agreement, you will become our reseller. The GNAME reseller program enble you to get a special link for promoting products and services, and to get the application programming interface of GNAME for free. In addition, you can also generate sub-accounts, which can be personalized for different usage rights of your team members.
2.2 You knowledge and agree that：
(a) Eligibility. You knowledge and guarantee that you have the qualifications required by law to engage in the transactions under this agreement, and these transactions comply with the provisions of its business scope; You further represent and acknowledge that you have full legal rights to enter into this agreement and fulfill the obligations based on this agreement.
(b) You warrant that the signing and performance of this agreement and the business conduct planned under this agreement will not violate Singapore law, the laws and regulations of your country or region, and ICANN policies.
(c) Your Reseller account is non-transferable and cannot be sold.
(d) As gname’s reseller, your activities must not damage GNAME's overall market image, or engage in vicious competition or other unfair competition with other reseller, or engage in other acts that damage our interests. The amount of your rebate to the users and agents of the platform you belong to should not be higher than the rebate to the users and agents of the gname platform. If any violations, we have the right to terminate the agreement at any time and close the your reseller account. If losses are caused, you shall bear full responsibility and compensate all losses.
2.3 We are responsible for ensuring the stability of domain name service, products , and systems. We will provide you with technical service support and consultation within the business scope to help you improve your business capabilities and expand your business scope.
2.4 During the cooperation period, if gname fails to contact you based on the contact information you left when signing the agreement, gname has the right to deal with the normal business proposed by your customer.
2.5 For the loss caused by gname's fault, we will only be liable to you, and the amount of compensation will be calculated based on the amount of the single transaction.
2.6 Gname has the right to supervise your activities. You knowledge that you independently establish legal agreement relationships with customers and undertake obligations independently, and GNAME does not directly establish service relationships with your customers. For any disputes, losses, infringements, etc. between you and your customers to be resolved by you and your customers, GNAME does not intervene in disputes, and is not responsible for any losses of your customers.
2.7 During the validity period of this agreement or after termination of this agreement, you shall not provide all relevant information or commercial materials related to gname’s business, technology, product prices, etc. to enterprises, commercial institutions or organizations that form a commercial competitive relationship with gname.
3. PRICING; COMMISSIONS
The price of your promotion and sales subject to pricing of domain name service and products which published on gname plaform. On the basis of the foregoing, you can enjoy the preferential policies (if any) of authorized reseller formulated by gname and modified at any time.
Subject to the terms and conditions of this agreement, you acknowledge that all prices and fees, Including but not limited to the reseller joining price, are subject to change from time to time, and at our sole discretion.
4. LIMITED LICENSE TO GNAME API
For the reseller program under this agreement, Gname hereby grants you a global non-exclusive, non-transferable license to use any and all software, inventions or other intellectual property contained in the Gname application programming interface. Purpose of the Gname API Is to allow you to use your own website to sell products and services to your customers. Such access to the GNAME application programming interface may be subject to reasonable security restrictions that Gname imposes at any time. The license shall automatically terminate upon the termination of this agreement.
5.SPECIAL TERMS AND CONDITIONS FOR RESELLERS
You acknowledge and agree that the registration and use of domain names are governed by rules and contracts issued by the Internet Corporation for Assigned Names and Numbers ("ICANN"). These rules include the requirement that registrars retain certain registration and transaction information for three years, and provide such information to ICANN in accordance with any review requests made by ICANN.
Fraudulent transactions and risk control. GNAME has the right to unilaterally terminate this Agreement and reseller cooperation if you are involved in fraud or guidance, assisting customers in fraud, including but not limited to misleading statements or false statements in the process of domain name registration, management, transactions and related domain name services, and the sources of funds are illegal, such as theft of credit cards and so on. Furthermore, any political responsibility and legal consequences caused by your actions shall be borne by you.
Reseller needs to jointly maintain gname's brand and reputation, and do not spread unfavorable statements on the Internet. Otherwise, gname has the right to terminate the cooperation relationship with you in advance.
6.USE OF INTELLECTUAL PROPERTY
For all computer programs, documents and information containing intellectual property information related to the API, you will only use it for the purpose of performing under this Agreement. You will not decompile, disassemble or otherwise reverse engineer the API, or cause others to do so. You will not use any copyrights, trademarks, service marks, or other intellectual property owned by gname or its affiliate entities unless specifically authorized by us. This agreement does not grant you any license rights or any copyrights, patents, trademarks, service marks or other exclusive rights or license rights, except for the limited trademark license provided to you as the reseller.
"Confidential information" refers to any information that any party directly or indirectly disclosed to the other party in writing, orally or by inspection of tangible objects during the performance of this agreement, which is called "confidential" or "proprietary" information. Provided by the disclosing party, including but not limited to the buyer’s contact information, technical data, marketing plans, software, source code, trade secrets, programming technology, ranking technology, costs, profits, access to new Customer’s methods, competitive analysis, personnel information, financial data and the terms of this agreement. Confidential information does not include (i) information that can be proven by either party or is generally known to the public, and not the resulting information disclosed by the other party , or (ii) information that either party can prove is known by the other party before this date. Both parties agree not to disclose confidential information in any form to any third party in oral, electronic or written form, and only use confidential information for the purpose of fulfilling this agreement. The obligation of confidentiality will remain in effect after the termination of this agreement. The aforementioned obligation of confidentiality shall be excluded unless the law clearly stipulates the disclosure.
8.TERM AND TERMINATION
This agreement is from the day you accept this agreement and until one of the circumstances occurs, (i) the principal qualification of one party does not exist or die; (ii) your activities violate other service agreements of this site, this agreement and related supplementary agreements; (iii) Your violation of Singapore laws and regulations of ICANN; (iv) Violation of other applicable jurisdiction laws.
9.JURISDICTION AND GOVERNING LAW
This agreement shall be governed, interpreted and enforced by the laws of Singapore. Regardless of whether its legal provisions conflict or not, any litigation related to this agreement must comply with the exclusive jurisdiction of the Singapore courts.
You agree that the notices, and rules that occur under this agreement will be published on gname plaform, and will be deemed to be known to you within fifteen (15) days after publication. Relevant notification letters or violation notices may be sent to your account mailbox by internal letter or email.
1. If a court of competent jurisdiction holds any provision or portion of a provision of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions or portions of provisions of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
2. Waiver. The waiver of any rights or remedies under this agreement is only valid if given in writing. No Failure or delay to exercise any rights or remedies provided in this agreement shall not prevent future exercise of such rights or remedies.
3. The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement as otherwise set forth herein.