iPwebGroup® certified reseller terms and conditions
If you qualify to become an iPwebGroup® Certified Reseller (defined further below), you must agree to and abide by the terms and conditions in this Certified Reseller Agreement (hereinafter, “Certified Reseller Agreement”) and the Reseller Agreement (incorporated herein by reference). This Certified Reseller Agreement is between you, your organization (if you are entering into this Certified Reseller Agreement on behalf of an organization), collectively referred to herein as “you” or “your” (and appropriate formatives), and iPwebGroup, Inc., and iPwebGroup, Inc.’s parent company (together, “iPwebGroup”). For more information on the iPwebGroup Certified Reseller Program, go to http://www.iPwebGroup.com/resellers/certification.asp. You are identified by the contract information you provide to iPwebGroup.
Qualifications. In order to become an iPwebGroup® Certified Reseller you must submit an application (http://www.iPwebGroup.com/resellers/certification_form.asp) and you must meet at least four (4) of the following criteria: 1) You must be a current and in good standing iPwebGroup Reseller; 2) As of your application date, you must have been an iPwebGroup Reseller for at least two (2) years; 3) You must hold or control at least 10,000 domains as a reseller; 4) You must have at least one (1) full time customer service representative for each 10,000 domain names that you hold or control as a reseller; 5) You must sell at least three (3) iPwebGroup Value Added Services (VAS); 6)There must be between 0 and 2 iPwebGroup resellers in your country; and 7) You must sell at least 90% of your domain names through and iPwebGroup accredited registrar.
Loss of Certified Reseller Status. Any iPwebGroup Certified Registrar may lose its Certified status at anytime for any of the following reasons: 1) If you receive an increase in ongoing ratio or severity of complaints to ICANN and/or iPwebGroup regarding your services and/or customer support; 2) If at anytime, iPwebGroup believe that you are engaging in any unlawful, illegal or unethical practices or conduct, whether or not such actions may be in violation of a law or regulation; 3) If at anytime iPwebGroup believes that you are engaging in conduct that has or may have a negative impact on customers, customer experiences, iPwebGroup or the iPwebGroup brand; 4) If at any time, you are unable to meet at least four (4) of the criteria specified in Section 1 above; and 5) If at anytime you misuse the Certified Reseller Seal as set forth in Section 3 below.
Use of the Reseller Seal. As an iPwebGroup Certified Reseller, you are entitled to use (pursuant to certain rules as set forth herein) the iPwebGroup Certified Reseller Seal (the “Seal”). The Seal must be used according to the following specifications: 1) The Seal cannot be altered by you in any way; 2) The Seal may be used in print and marketing materials as long as you are a Certified Reseller in good standing; 3) You must follow the iPwebGroup Branding Guidelines attached hereto as Attachment A for rules regarding the Seal and other iPwebGroup logo and branding guidelines; 4) The Seal can only be used on a landing page that is submitted with your Certified Reseller application (every landing page must be certified); 5) If at any time your Certified Reseller status is revoked or suspended, you must remove the link and references to the Seal on your websites and marketing materials.
Amendments and Modifications. This Certified Reseller Agreement may be modified from time to time. Modifications made to this Certified Reseller Agreement will become effective 30 days after the modifications are posted.
This Certified Reseller Agreement shall be posted through the interface
which you use to configure and/or otherwise order the Reseller Services
(the “Services Interface”). You agree that you will check the terms and
conditions periodically and that, if you no longer agree to the terms
and conditions of this Certified Reseller Agreement, that you will stop
acting as a Certified Reseller and that you will terminate the
Certificate Services as described in this Certified Reseller Agreement.
In addition to the required qualifications set forth in Section 1
above, you must agree to the following agreements before you can become
an iPwebGroup Certified Reseller: The iPwebGroup Reseller Agreement
The iPwebGroup Branding Guidelines
iPwebGroup shall review applications to become a Certified Reseller
and iPwebGroup may refuse to provide any qualified reseller with
Certified Reseller status for any reason. Additionally, iPwebGroup may
discontinue the Certified Reseller program or terminate the Certified
Reseller Agreement for any reason with or without notice.
In the event of termination of this Certified Reseller Agreement for
any reason, all terms of this Certified Reseller Agreement which, by
their nature, extend beyond its termination shall remain in effect until
fulfilled and shall apply to respective successors and assigns. Neither
party shall be liable to the other for damages of any sort resulting
solely from terminating this Certified Reseller Agreement according with
So long as you are a valid Certified Reseller, iPwebGroup hereby
grants you a limited, non-exclusive, revocable, non-transferable,
non-sublicensable right during the term to use, display, transmit,
distribute and reproduce the Certified Reseller Seal, Powered by
iPwebGroup logo, and other iPwebGroup trademark(s) (collectively, the
“Service Marks”), on your websites solely for the purpose of labeling,
and providing information about, the Certified Reseller Program. You
acknowledge that you do not own the Service Marks.
Non-Disclosure. The parties agree and acknowledge that, as a result
of entering into and performing this Agreement and becoming a Certified
Reseller, each party may have access to certain of the other party’s
Confidential Information (as defined below). Each party also understands
and agrees that misuse and/or disclosure of that information could
adversely affect the other party’s business. Accordingly, the parties
agree that, during the Term of this Agreement and for a period of three
(3) years thereafter, each party shall (a) use and reproduce the other
party’s Confidential Information only for the purposes of this Agreement
and only to the extent necessary for such purpose; (b) restrict
disclosure of the other party’s Confidential Information to its or its
parent or subsidiary company(ies) employees, consultants or independent
contractors with a need to know and (c) not disclose the other party’s
Confidential Information to any third party without prior written
approval of the other party. Notwithstanding the foregoing, it shall not
be a breach of this Agreement for either party to disclose Confidential
Information of the third party if required to do so under law or in a
judicial or other governmental investigation or proceeding, provided the
other party has been given prior notice and the disclosing party has
sought all reasonably available safeguards against widespread
dissemination prior to such disclosure.
INDEMNIFICATION: YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD iPwebGroup, ITS CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES (INCLUDING PARENT AND SUBSIDIARY COMPANIES) HARMLESS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES AND COURT COSTS, FOR THIRD PARTY CLAIMS RELATING TO YOUR ROLE AS A CERTIFIED RESELLER OR ARISING UNDER THIS CERTIFIED RESELLER AGREEMENT, INCLUDING WITHOUT LIMITATION, INFRINGEMENT BY YOU OR SOMEONE ELSE USING YOUR COMPUTER, OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR FROM THE VIOLATION OF ANY TERM OR CONDITION OF THIS CERTIFIED RESELLER AGREEMENT. WHEN iPwebGroup MAY BE INVOLVED IN A SUIT WHICH IS RELATED TO THE CERTIFIED RESELLER PROGRAM UNDER THIS CERTIFIED RESELLER AGREEMENT, iPwebGroup MAY SEEK WRITTEN ASSURANCES FROM YOU IN WHICH YOU PROMISE TO INDEMNIFY AND HOLD SUCH PARTIES HARMLESS FROM THE COSTS AND LIABILITIES DESCRIBED IN THIS PARAGRAPH. SUCH WRITTEN ASSURANCES MAY INCLUDE THE POSTING OF PERFORMANCE BONDS OR OTHER GUARANTEES. YOUR FAILURE TO PROVIDE SUCH ASSURANCES MAY BE CONSIDERED A BREACH OF THIS CERTIFIED RESELLER AGREEMENT BY YOU. Settlement. Neither party shall, without prior written consent of the other party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against the indemnified party. Each party shall be responsible for and pay its own import duties, levies or imposts, value added, sales taxes, use taxes and any other taxes imposed by any jurisdiction as a result of (a) entry into this Agreement (b) the performance of any of the provisions of this Agreement or (c) the transfer of any property, rights or any other grant hereunder. You may not assign this Agreement, or any of its rights, interests or obligations, hereunder, without the prior written approval of iPwebGroup, which approval may be conditioned or withheld All of the terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. You agree that iPwebGroup shall not be liable for the actions, inactions, negligence, or intentional misconduct. You acknowledge and agree that you and iPwebGroup are not agents for one another. The failure of a party to exercise a right under this Agreement shall in no way constitute a waiver of such right. You acknowledge that email and/or online communication systems (chat, account notices, etc.) will be the primary means of communication between yourself and iPwebGroup. You acknowledge that it is your responsibility to provide current identity and contact information, including email address and physical mailing address, to iPwebGroup and that failure to do so is a material breach of this Certified Reseller Agreement. You agree that your failure to respond to a communication from either iPwebGroup may result in suspension or cancellation of the Certified Reseller status without additional notice. GOVERNING LAW: this Certified Reseller Agreement, your rights and obligations and all actions contemplated by this Certified Reseller Agreement shall be governed by the laws of the United States of America and the State of Washington, as if the Certified Reseller Agreement was a contract wholly entered into and wholly performed within the State of Washington. You agree that any action to enforce this Certified Reseller Agreement or any matter relating to your use of the Services shall be brought exclusively in the United States District Court for the Western District of Washington, or if there is no jurisdiction in such court, then in a state court in King County, Washington state. You consent to the personal and subject matter jurisdiction of any state or Federal court in King County, Washington state in relation to any dispute arising under this Certified Reseller Agreement. You agree that service of process on you by iPwebGroup in relation to any dispute arising under this Certified Reseller Agreement may be served upon you by first class mail to the address listed by you in the contact information you provided to iPwebGroup or by electronically transmitting a true copy of the papers to the email address listed by you in your contact information. The parties hereby incorporate the requirements of 41 CFR 60-1.4(a), 300.5(a) and 741.5, if applicable.