This GotoNames.com Universal Customer Agreement (the "Agreement") is between Host Reseller Group LLC a company organized under the laws of the United States of America and having its principal place of business at 1801 Wynkoop St #707, Denver CO 80202, ("Host Reseller Group"), which owns and operates GotoNames.com and each customer, its heirs, agents, successors and assigns (collectively termed as "You" or "Your").
Host Reseller Group offers software ("Software") and services ("Services") related to but not limited to domain name registration and web hosting. Your use and/or purchase of any Host Reseller Group Software and/or Services are governed by the terms and conditions as stated in this Agreement. Host Reseller Group and You will also individually be referred to as "Party" and collectively as "Parties"
This Agreement shall become effective on the day of Your first use of any of the Host Reseller Group Software or Services.
This Agreement, together with the Privacy and Anti-Spam Policies, and the Software and Services specific Agreements and/or Terms and Conditions of Your chosen Software and Service (the “Service Specific Agreements”, e.g., Domain Name Registration Agreement, Domain Name Transfer Agreement, Web and Email Hosting Terms and Conditions, Lime Protects Privacy Protection Services Agreement, Internet Corporation for Assigned Names and Numbers ("ICANN") ("UDRP"), ICANN Policy on Transfer of Registrations between Registrars, and ICANN Registrar Transfer Dispute Resolution Policy)), and all modifications, amendments and/or updates thereto, constitute the entire Agreement between You and Host Reseller Group with respect to Your use of Host Reseller Group' Software and/or Services, and supersede all prior proposals, agreements, understandings, representations or other communications. As a part of this Agreement, in the event you use and/or purchase any specific Software or Service, you agree to be bound, in addition to this Agreement, to the terms of service applicable to the specific Software or Service you use and/or purchase (each a “Service Specific” agreement). You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You have established with Host Reseller Group, whether or not the transactions were entered into on Your behalf.
This Agreement is in three parts: Part A, Part B and Part C. Parts A and B contain the general terms and conditions, and policies of this Agreement and are applicable to all customers of Host Reseller Group. Part C contains Service Specific Agreements applicable to customers based on their use and/or purchase of the applicable specific Software and Services.
Unless otherwise specified, or as changed by you in your My Accounts section, the Host Reseller Group Software or Service purchased by You are provided to you on an automatically renewing basis: Your purchase will extend for the period initially specified by You and will automatically renew thereafter for additional periods equal in length to the period You initially specified.
Except as otherwise provided herein, You agree that, during the term of this Agreement, Host Reseller Group may:
Any such revision of this Agreement or change in the Services will be binding and effective immediately upon posting ,or change to the Services on Host Reseller Group' web site(s), or upon notification to You via e mail or mail or change to the Services. In case You do not agree to the terms of the Revised Terms, You may terminate this Agreement by cancelling any applicable Software or Service or discontinuing your use and/or purchase of any and all Host Reseller Group Software and Services.
Notwithstanding anything to the contrary herein, You agree that it is Your responsibility to review the web site(s) of Host Reseller Group from time to time to make Yourself aware of the posting of any Revised Agreement and/or notifications regarding any changes to the Services provided by Host Reseller Group.
By continuing to use the Services after posting of the Revised Terms or change to the Services on Host Reseller Group' web site(s) or upon notification to You via e mail or mail of the Revised Terms or change to the Services on Host Reseller Group' web site(s), You hereby agree to be bound by the Revised Terms or the changes to the Services as the case may be.
You agree that Host Reseller Group may from time to time offer promotional opportunities with different charges and features.
As consideration for the Software or Services You have elected to purchase, You agree to pay Host Reseller Group the applicable fees set forth at the time of Your order for such Software or Services. Unless otherwise expressly notified in writing by Host Reseller Group, all fees are non-refundable even if Host Reseller Group' Software or Services are suspended, terminated, or transferred prior to the end of the term of the Software or Services. Host Reseller Group expressly reserves its right to modify pricing of the Software or Services through e-mail and/or notice on its web site. Payment may be made by You through credit card or Pay by PayPal (defined hereinafter) (the "Payment Methods").
If You have signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the Software or Services.
PLEASE NOTE: By default, Host Reseller Group will automatically renew and take payment for the Software and Services You purchased for the same period of time as the initial term purchased by You and will take payment from the Payment Method You have on file with Host Reseller Group. You may opt-out of Host Reseller Group automatic renewal at any time by accessing Your My Accounts section. Any and all such renewal of Your Software and Services will be subject to Host Reseller Group' then prevailing rates. Host Reseller Group shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew the Software and Services.
You agree that in the event you opt-out of Host Reseller Group’ auto-renewal, You are solely liable for arranging for renewal of Host Reseller Group' Software and Services, and that Host Reseller Group shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew the Software and Services and/or Your use of the Software and Services is disabled or restricted.
If for any reason Host Reseller Group is unable to charge Your Payment Method for the full amount owed to it, or if Host Reseller Group is charged a penalty for any fee it previously charged to Your Payment Method, You agree Host Reseller Group may take all remedies available to collect fees owed including using Your credit card/cards on file, funds in Your account, or assume ownership of Your domain names if they are in unpaid status. If You pay by credit card and if for any reason Host Reseller Group is unable to charge Your credit card with the full amount of the Software and Services provided, or if Host Reseller Group is charged back for any fee it previously charged Your credit card, You agree that Host Reseller Group may pursue all available remedies in order to obtain payment. You agree that the remedies Host Reseller Group may pursue in order to effect payment shall include but not be limited to, immediate cancellation without notice to You of any domain name(s) registered or Software and Services renewed on Your behalf. Host Reseller Group reserves the right to charge a reasonable administrative fee for tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services to You. These include, but are not limited to, customer service issues that cannot be handled over e-mail but require personal service, fees incurred by third parties You have elected to use as payment methods including PayPal and disputes that require legal services. These charges will be billed to the Payment Method Host Reseller Group will have on file for You.
While all purchases are processed in United States (US) dollars, Host Reseller Group may provide an estimated conversion price to currencies other than US dollars. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential minimal time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, Host Reseller Group makes no representations or warranties that the actual price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price. In addition, You may be charged VAT based on the country indicated in Your billing address section. Any amounts to be charged will appear during the checkout process.
You can purchase Host Reseller Group Software and Services by using the services of PayPal, Inc. ("Pay by PayPal"). In consideration for the Software and Services purchased by You and provided to You by Host Reseller Group, You agree to allow PayPal to debit the full amount due Host Reseller Group for any billing period, including Your initial purchase and renewal purchases, from Your PayPal account balance or the preferred funding source You established with PayPal, which is non-refundable.
It is Your responsibility to keep Your PayPal Account current, and to have available funds in it. You agree that PayPal and Host Reseller Group will not be responsible for payments that fail to go through as a result of Your funding source no longer existing, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for the Software and Services provided, You agree that PayPal and Host Reseller Group may pursue all available remedies in order to obtain payment from You.
By clicking the box labeled "I agree" to the Pay by PayPal terms, You authorize the information provided to be used for the creation of an electronic funds transfer (EFT), and You authorize a debit of the full amount of Your order from Your PayPal Account or preferred funding source.
As further consideration for Host Reseller Group' Software and Services, You agree to: (1) provide true, current, complete and accurate information about You as required by the application or registration process; and (2) maintain and update the information You provided to Host Reseller Group when purchasing its Software and Services as needed to keep it current, complete and accurate. You agree to notify Host Reseller Group of any change in your application or registration information. In case You fail to notify Host Reseller Group of any such change in Your Information and/or fail to respond to any inquiry made by Host Reseller Group to ascertain the authenticity and validity of the information as provided by You, such failure on Your part will constitute a material breach of this Agreement.
You represent and warrant that You have provided notice to, and obtained consent from, any third party individuals whose personal data You supply to Host Reseller Group with regard to:
You further agree to provide such notice and obtain such consent with regard to any third party personal data You supply to Host Reseller Group in the future. Host Reseller Group is not responsible for any consequences resulting from Your failure to provide notice or receive consent from such individuals or for Your providing outdated, incomplete or inaccurate information.
By subscribing to or applying for Host Reseller Group' Software and Services, You agree to establish an account with Host Reseller Group for such Software and Services. When You register a domain name with Host Reseller Group or use any of its Software or Services You will be responsible for selecting and continuously managing Your customer number/login, password, credit card number, and PIN if provided.
Host Reseller Group specifically disclaims liability for any third party activity in Your account, whether authorized by You or not and shall not be held liable for any loss suffered or likely to be suffered by You in the event of any use of Your customer number/login, password, credit card number, and PIN if provided whether with or without Your knowledge.
Host Reseller Group specifically disclaims liability for any third party activity in Your account, whether authorized by You or not, and shall not be held liable for any loss suffered or likely to be suffered by You in the event of any use of Your customer number/login, password, credit card number, and PIN if provided whether with or without Your knowledge.
When You use Your account or permit someone else to use Your account to purchase or otherwise acquire access to the Software and Services or to modify or cancel Your Software and Services (even if Host Reseller Group were not notified of such authorization), this Agreement as amended covers any such actions. Additionally, You agree that each person listed in Your account information as being associated with Your account for any Software and Services provided to You (including, but not limited to, domain name registration Services) is Your agent with full authority to act on Your behalf with respect to such Software and Services in accordance with the permissions granted, and that the primary contact and account administrative contact for Your account shall have the authority, without limitation, to terminate, transfer (where transfer is permitted by the Agreement), or modify such Software and Services or Your account information, or purchase additional Software and Services. Except as otherwise expressly set forth in this Agreement, You agree that if You list, directly or by default, Host Reseller Group as a contact for Your account and/or any of the Services in Your account, Host Reseller Group has the right, without notice, to remove its name and/or information from any such account or Service and to replace the same with the name and/or information provided by You for any other contact associated with that account or Service.
You shall immediately notify Host Reseller Group of any breach of security of Your account.
The following activities are prohibited on any and all Host Reseller Group Software and/or Services. You represent and warrant that you will not engage in such prohibited conduct:
You further agree that Host Reseller Group may terminate the use of its Software and/or Services in the event of Your carrying out any of the prohibited/illegal actions listed above or for any other reason Host Reseller Group sees fit. You will not be entitled to a refund of any fees paid to Host Reseller Group in the event of such termination by Host Reseller Group or if, for any reason, Host Reseller Group is compelled to take corrective action with respect to Your improper or illegal use of its Services. You agree that:
Except as specifically provided in this Agreement, all right, title and interest in and to all:
Subject to the conditions in this Agreement, Host Reseller Group reserves its rights to the Software provided and grants You a limited, non-exclusive, nontransferable and non-assignable license to use the Software only for such purposes as are in accordance with the terms of this Agreement.
You agree that You will not alter or modify the Software. You agree that You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, integrate any plug-in or enhancement which uses or relies upon the Software. You further agree that You will not attempt to reverse engineer, decompile or otherwise attempt to uncover the source code of the Software.
Host Reseller Group provides the Software "AS IS" without warranty, including but not limited to warranties or conditions of merchantability or fitness for a particular purpose and cannot be held liable for any loss or damages arising thereof whether tangible or intangible arising from the use of the Software.
In addition to any other representations and/or warranties made by you as a part of this Agreement, You hereby represent and warrant that You have the right, power, legal capacity and appropriate authority to enter into this Agreement. As applicable, You represent and warrant that You are 18 years of age or older
Host Reseller Group expressly reserves the right to deny, cancel or transfer any domain name registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Host Reseller Group, as well as its affiliates, subsidiaries, officers, directors and employees. Host Reseller Group also reserves the right to freeze a domain name during resolution of a dispute.
IN NO EVENT WILL HOST RESELLER GROUP OR THIRD PARTY BENEFICIARIES BE LIABLE TO YOU FOR ANY LOSS OF SERVICES, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND/OR THE SOFTWARE AND/OR SERVICES OFFERED BY HOST RESELLER GROUP REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HOST RESELLER GROUP AND/OR ITS BENEFICIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Host Reseller Group and its licensors and contractors further disclaims any and all loss or liability resulting from, but not limited to:
In any event, You agree that Host Reseller Group' entire liability, and Your exclusive remedy, in law, in equity, or otherwise, with respect to any Host Reseller Group Software or Services provided under this Agreement and/or for any breach of this Agreement is limited solely to the amount You paid for such Software or Services during the term of this Agreement. In no event shall Host Reseller Group, its licensors and contractors (including, but not limited to, third parties providing services as part of the subscription service for websites from Host Reseller Group) be liable for any indirect, incidental, special or consequential damages even if Host Reseller Group has been advised of the possibility of such damages. To the extent that any state of the United States does not permit the exclusion or limitation of liability as set forth herein Host Reseller Group' liability is limited to the extent permitted by law in such states.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or any of Host Reseller Group' Software or Services must be filed within one (1) year after such claim or cause of action arose or such claim shall be forever barred.
You agree that Your use of Host Reseller Group' Software or Services or Host Reseller Group' licensors' services is solely at Your own risk. You agree that all of such Software and Services are provided on an "AS IS, and "AS AVAILABLE" basis, except as otherwise noted in this Agreement. Host Reseller Group and its licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Host Reseller Group nor its licensors make any warranty that Software or Services licensed hereunder will meet Your requirements, or that Software or Services will be uninterrupted, timely, secure, or error free; nor does Host Reseller Group or its licensors make any warranty as to the results that may be obtained from the use of the Software or Services or as to the accuracy or reliability of any information obtained through such Software or Services. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Host Reseller Group' Software or Services is done at Your own discretion and risk and that You will be solely responsible for any damage to Your computer system or loss of data that results from the download of such material and/or data. Host Reseller Group makes no warranty regarding any goods or services purchased or obtained through any of our Software or Services or any transactions entered into through such Software or Services. No advice or information, whether oral or written, obtained by You from Host Reseller Group or through its Software or Services shall create any warranty not expressly made herein, You may not rely on any such information or advice. To the extent jurisdictions do not allow the exclusion of certain warranties, some of the above exclusions may not apply to You. Host Reseller Group is not responsible for and shall have no liability with respect to any products and/or services purchased by you from a third party.
You agree to defend, indemnify and hold harmless Host Reseller Group and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents, affiliates, or any third party using Your account, Software or Services with Host Reseller Group whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from Host Reseller Group or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Host Reseller Group harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided by You herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere in this Agreement. Should Host Reseller Group be notified of a pending law suit, or receive notice of the filing of a law suit, Host Reseller Group may seek a written confirmation from You concerning Your obligation to indemnify Host Reseller Group. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that Host Reseller Group shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Host Reseller Group of any such claim promptly in writing and to allow Host Reseller Group to control the proceedings. You agree to cooperate fully with Host Reseller Group during such proceedings. You agree to cooperate fully with Host Reseller Group during such proceedings.
For any dispute arising from or related to Your use and/or registration of a domain name and within the jurisdiction of ICANN, You agree to be bound by the current URDP, which can be found atand is incorporated in this Agreement by reference (hereinafter referred to as the "Dispute Policy"). You agree that ICANN may modify the Dispute Policy in its sole discretion at any time. Your continued registration of Your domain name after modification to the Dispute Policy becomes effective constitutes Your acceptance of those modifications. If you do not agree to such modifications, You may cancel this Agreement. If You cancel this Agreement as a result of the modified or amended UDRP, no fees will be refunded to You.
You further agree that You will be subject to the provisions specified in the Dispute Policy in effect at the time Your domain name is challenged by a third party. You also agree that in the event a domain name dispute arises with any third party, You will indemnify and hold Host Reseller Group harmless pursuant to the terms and conditions contained in the Dispute Policy.
This Agreement shall be deemed entered into in the State of New York. You agree that the laws of New York will control without regard to New York’s conflict of laws rules. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of New York. You agree to submit to jurisdiction and venue in the courts of New York.
You agree that all notices (except for notices concerning breach of this Agreement) from Host Reseller Group to You may be posted on its web site. Notices concerning breach will be sent either to Your email or postal address that You have on file with Host Reseller Group. In either case, delivery shall be deemed to have been made five (5) days after the date on which the notice was sent.
Notices from You to Host Reseller Group shall be made either by e-mail, sent to the address provided on the Host Reseller Group web site, or first class mail to Host Reseller Group' address at:
1801 Wynkoop ST #707
Denver, CO 80202, U.S.A.
You agree that You will be responsible for notifying Host Reseller Group should You desire to terminate Your use of Host Reseller Group' Services. Notification of Your intent to terminate must be provided to Host Reseller Group no earlier than ten (10) business days prior to Your billing date but no later than two (2) business days prior to Your billing date. Notice of Your intent to terminate will be effective on receipt and necessary and requisite processing by Host Reseller Group. In the event You terminate Your usage of the Service, Host Reseller Group will not refund any amounts You have paid. You will not incur any additional fees unless the same are owed to Host Reseller Group for any Services, whether or not expired, that are in unpaid status.
Host Reseller Group may terminate this Agreement or any part of the Services at any time in the event you breach any obligation hereunder or fail to respond within five (5) business days to an inquiry from Host Reseller Group concerning the accuracy or completeness of the information referred to in Clause 4 of this Agreement.
Except as otherwise expressly set forth herein or on Host Reseller Group' web site, Host Reseller Group will upon termination cease charging Your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by Host Reseller Group, You will not receive any refund for payments already made by You as of the date of termination, and You may incur additional fees (in the case of a monthly or annual subscription being paid over time, as provided in various agreements set out in Section B below). If termination of this Agreement is due to Your default hereunder, You shall bear all costs of such termination, including any reasonable costs Host Reseller Group incurs in closing Your account. You agree to pay any and all costs incurred by Host Reseller Group in enforcing Your compliance with this Clause. Upon termination, You shall destroy any copy of the Software licensed to You hereunder and referenced herein. You agree that upon termination or discontinuance for any reason, Host Reseller Group may delete all information related to You and available with it, as applicable. In addition to the terms set forth herein, certain Host Reseller Group Services may have additional terms regarding termination, which are set forth in the applicable agreements in Section B.
Except as otherwise expressly set forth herein or on Host Reseller Group' web site, Host Reseller Group will upon termination cease charging Your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by Host Reseller Group, You will not receive any refund for payments already made by You as of the date of termination, and You may incur additional fees (in the case of a monthly or annual subscription being paid over time, as provided in various agreements set out in Section B below). If termination of this Agreement is due to Your default hereunder, You shall bear all costs of such termination, including any reasonable costs Host Reseller Group incurs in closing Your account. You agree to pay any and all costs incurred by Host Reseller Group in enforcing Your compliance with this Clause. Upon termination, You shall destroy any copy of the Software licensed to You hereunder and referenced herein. You agree that upon termination or discontinuance for any reason, Host Reseller Group may delete all information related to You and available to it, as applicable. In addition to the terms set forth herein, certain Host Reseller Group Services may have additional terms regarding termination, which are set forth in the applicable agreements in Section C.
The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall prevail.
You agree that this Agreement including the policies and agreements it refers to constitute the complete and only Agreement between You and Host Reseller Group regarding the Software and Services contemplated herein.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of the Parties hereto. The remaining terms and conditions of the Agreement will remain in full force and effect.
The failure of Host Reseller Group to enforce any of the provisions of this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the Host Reseller Group' rights thereafter to enforce such provisions.
Host Reseller Group will make every effort to keep its web site and Services operational. However, certain technical difficulties and other factors beyond its control may, from time to time, result in temporary Service interruptions. You agree not to hold Host Reseller Group liable for any of the consequences of such interruptions.
This Agreement shall be legally binding upon and inure to the benefit of both Parties and their respective successors and permitted assigns.
Clauses 8 (intellectual property rights), 10 (representations and warranties), 11 (limitation of liability), 12 (disclaimer of warranties), 13 (indemnification), 14 (dispute resolution), 15 (governing law and venue), 16 (notices), 17 (termination; effect of termination), shall survive any termination or cancellation of this Agreement.
Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.
You, Host Reseller Group and its service providers are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between You and Host Reseller Group and its service providers.
The following policies shall apply to your use of any Host Reseller Group Software and/or Services and are incorporated within this Agreement in addition to Clauses 1-26 and any other applicable Service Specific Agreement as set out in Part C of this Agreement:
If You purchase Software and/or Services from Host Reseller Group, the following Service Specific Agreements shall apply in addition to Clauses 1-26, and all policies set out in Part B of this Agreement: