Dynadot Reseller Agreement

Version date: 2023-08-15
This agreement ("Agreement") is between Global Domain Group LLC ("GDG"), a Californian limited liability company and you ("You"). WHEREAS, GDG is an affiliate of Dynadot Inc ("Dynadot"), a Californian general stock corporation. WHEREAS, You wish to participates in GDG's distribution channel for domain name registrations. WHEREAS, GDG wishes to provide such limited participation rights to You. NOW THEREFORE, in consideration of the terms and conditions set out herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
    1. You agree to the additional terms and conditions in Dynadot's terms of use, as specified under https://www.dynadot.com/terms-of-use.html ("Terms of Use") and amended by Dynadot from time to time without specific advance notice to You. All terms herein shall have the same definitions described under the Terms of Use.
    2. This Agreement may be amended by GDG from time to time without specific advance notice to You. The latest Agreement will be posted on Dynadot's website and accessible from within Your reseller control panel.
    1. You shall not, and shall not permit any third party to, take any action inconsistent with any consensus policy, specification, policy, procedure, program, bylaw and associated amendments issued by Internet Corporation for Assigned Names and Numbers ("ICANN") and any applicable law.
    2. You shall not display the ICANN or ICANN-accredited registrar logo, or otherwise represent Yourself as accredited by ICANN, unless You have written permission from ICANN to do so.
    3. Every registration agreement used by You shall include all registration agreement provisions and notices required by the ICANN registrar accreditation agreement and all ICANN consensus policies, and shall identify GDG as the registrar or provide a means for identifying GDG as the sponsoring registrar, such as a link to the InterNIC Whois lookup service.
    4. You shall identify GDG as the sponsoring registrar upon inquiry from Your customer.
    5. You shall comply with every ICANN-adopted specification or policy that establishes a program for accreditation of individuals or entities who provide proxy and privacy registration services ("Proxy Accreditation Program"). Among other features, the Proxy Accreditation Program may require that: (i) proxy and privacy registration services may only be provided in respect of domain name registrations by individuals or entities accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) GDG prohibit You from knowingly accepting registrations from any provider of proxy and privacy registration services that is not accredited by ICANN pursuant the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, You shall comply with the Specification on Privacy and Proxy Registrations, as specified under https://www.icann.org/resources/pages/approved-with-specs-2013-09-17-en#privacy-proxy
    6. You shall provide Your customers with the following link to the ICANN webpage detailing registrant educational information on any website You operate for domain name registration or renewal: http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm. This link shall be displayed at least as clearly to Your customers as Your links to Your policies and the notifications required to be displayed under the relevant ICANN consensus policies.
    7. You shall publish on Your website(s) and/or provide Your customers with a link to ICANN's Registrants' Benefits and Responsibilities Specification: https://www.icann.org/resources/pages/approved-with-specs-2013-09-17-en#registrant.
    1. You shall provide notices and obtain consents equivalent to those enumerated under Part II (Privacy Policy) of Dynadot's Terms of Use from every one of Your customers whose personal data You supply to GDG and/or to Dynadot.
    2. You shall remain liable for harm caused by the wrongful use of a domain name, unless You disclose the current contact information provided by Your customer and the identity of Your customer within seven (7) days to a party providing You with reasonable evidence of actionable harm.
    3. You represent that, to the best of Your knowledge and belief, neither Your registration of a domain name nor the manner in which a domain name under Your control is directly or indirectly used shall result in the infringement of the legal rights of any third party.
    1. GDG may, in its absolute and sole discretion, terminate this Agreement without notice, transfer any and all of Your customer accounts to Dynadot accounts and grant each customer independent control over the respective account and the respective domain name.
    2. Dynadot shall be deemed a third-party beneficiary of this Agreement and shall be entitled to enforce the provisions of this Agreement as if it was party hereto.
    3. GDG disclaims all conditions and warranties, including, without limitation, any conditions or warranties of fitness for particular purpose, non-infringement, accuracy, quiet enjoyment, title, merchantability and those that arise from any course of dealing or course of performance.
    4. You agree to indemnify, defend and hold harmless GDG and its partners, attorneys, directors, employees, agents, staff and affiliates from any liability, loss, claim and expense, including reasonable attorney fees, related to Your violation of this Agreement, use of Dynadot's website and participation in GDG's distribution channel for domain name registrations.
    5. This Agreement shall be treated as though it were executed and performed in the State of California, San Mateo County, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). All legal proceedings arising out of or in connection with this Agreement shall be brought solely either in the United States District Court for the Northern District of California or in the Superior Court of California, San Mateo County. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the interpretation or enforcement of this Agreement.
    6. You agree to waive Your rights to a trial by jury (regardless of the source of that right) in any action against GDG, including tort claims, arising from this Agreement. If GDG prevails in any litigation against You then GDG will receive from You all costs and reasonable, actual attorney fees incurred in that litigation.
    7. Any cause of action related to this Agreement must be instituted within six months after the cause of action arose or be forever waived and barred.
    8. Unless otherwise stated herein, nothing herein shall be deemed to create an agency, joint venture, amalgamation, partnership or similar relationship between any parties and no party shall assume any obligation or responsibility on behalf of another party.
    9. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party.
    10. This Agreement is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English version and a translated version, the English version will control and prevail.
    11. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
    12. Failure of GDG to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision.
    13. 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 of the parties as otherwise set forth herein.
    14. This Agreement constitutes the entire agreement between the parties with respect to the subject-matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals submitted by GDG.
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