NameCradle - Affiliate Or Reseller Agreement

1. THE PARTIES
1.1: NameCradle is a worldwide business engaged in providing Internet domain name registration services for second-level domain names within the .com, .org, .net, .ca, .cc, .st and .tv top-level domains and for third-level domain names within the .co.uk and .org.uk second-level domains and all other domain name country level and gTLD extensions. NameCradle has been granted the right to act as a registrar service provider.
1.2: The Affiliate or Reseller wishes to initiate the registration of second-level and/or third level domain names through NameCradle. This Agreement sets forth the terms and conditions of your relationship and co-operation with NameCradle. Schedule A - NameCradle Registration Agreements which can be found online at: http://www.namecradle.com/policies.html and Schedule B - NameCradle Current Pricing, found online at http://www.namecradle.com/pricing.html are incorporated into this agreement by reference and deemed to be part of this Agreement. To complete the registration process, you must acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement, any rules or policies of NameCradle, eNom and/or DirectI, and ICANN that may be established from time to time.

2. TERM
2.1: The term of this Agreement shall commence on the date of the Affiliate or Reseller's application, and shall end when either party gives notice of the termination.

3. REGISTRATION FEES
3.1: During the Term, the Affiliate or Reseller shall pay (or cause to be paid to) NameCradle the scheduled fee for each domain name registration.

4. LICENSE
4.1: NameCradle hereby grants the Affiliate or Reseller a limited license to use the NameCradle service to register domain names on behalf of its clients during the Term.
4.2: Under the terms of this agreement, the Affiliate or Reseller shall not:
1. sub-license the use of (or allow access to) NameCradle services by any party other than employees,
contractors, and agents of the Affiliate or Reseller;
2. permit the use of NameCradle services in violation of any applicable regulation or law;
3. use any form of spam in their promotion on NameCradle services.

4.3: The Affiliate or Reseller agrees to prevent NameCradle services from being used for:
1. high volume, automated, electronic processes that apply to NameCradle for large numbers of domain names;
2. high volume, automated, electronic, repetitive queries for the purpose of extracting data from the NameCradle service; or
3. the use of data to compile or collect customer identity or other demographic information.

We view Paras 4.2 and 4.3 so seriously that any Affiliate or Reseller adjudged in breach may be subject to immediate suspension and forfeiture of outstanding commissions.

5. USE OF CONFIDENTIAL INFORMATION
5.1: In this Agreement, "Confidential Information" means all information accessed from NameCradle by the Affiliate or Reseller.
5.2: The Affiliate or Reseller's use and disclosure of Confidential Information are subject to the following terms and conditions:

1. The Affiliate or Reseller shall treat the Confidential Information as strictly confidential, and use all reasonable efforts and procedures to protect and preserve its secrecy and confidentiality;
2. The Affiliate or Reseller shall not disclose any Confidential Information, except to its officers and employees on a "need to know" basis on the condition that such personnel are advised of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality.
3. The Affiliate or Reseller shall not prepare any derivative works based on the Confidential Information.

5.3: In the event of termination of this Agreement, all Confidential Information in the control of the Affiliate or Reseller shall immediately be returned to NameCradle. The Affiliate or Reseller shall provide full disclosure to NameCradle of all unauthorized disclosures and/or uses of any Confidential Information and the obligations of this Article 5 shall survive such termination and remain in full force and effect.

6. OBLIGATIONS OF NameCradle
6.1: NameCradle shall allow the Affiliate or Reseller access to the NameCradle system, and enable the Affiliate or Reseller to transmit domain name registration information to NameCradle. NameCradle retains the right to, from time to time, make modifications to the systems licensed hereunder to enhance functionality or otherwise improve the NameCradle service.
6.2: NameCradle will settle monthly (in full) Affiliate or Reseller Commissions which exceed $50 by cheque, drawn and mailed to the address provided by the Affiliate or Reseller, on or before the 14th day of the month immediately following (ie: commissions due to Affiliate or Resellers for the month of July will be mailed on or before August 14th). Affiliate or Reseller Commission balances that are less than $50 will be carried forward to the following month until such time as the balance exceeds $50.

7. OBLIGATIONS OF THE Affiliate or Reseller
7.1: As part of the registration of second-level and third-level domain registrations, the Affiliate or Reseller shall submit all information to NameCradle using the appropriate protocols determined by NameCradle from time to time. The Affiliate or Reseller acknowledges and agrees that it shall have no right, title or interest in or to the elements consisting of the domain name registered, the IP addresses of nameservers, and the identity of the registering registrar for propagation of and the provision of authorized access to the top-level domain zone files.
7.2: The Affiliate or Reseller shall ensure that each domain holder agrees to be bound by the terms and conditions of the appropriate NameCradle Registration Agreements as set out in Schedule A, located at: http://www.namecradle.com/policies.html, as amended from time to time.
7.3: The Affiliate or Reseller agrees to authenticate every connection with NameCradle using its Affiliate or Reseller password, which it shall disclose only to its employees on a "need to know" basis and shall notify NameCradle within one hour of learning that its key or password has been compromised in any way.
7.4: The Affiliate or Reseller agrees NameCradle may in its sole discretion, temporarily suspend access to the NameCradle system at anytime.
8. REPRESENTATIONS AND WARRANTIES
8.1: The Affiliate or Reseller represents and warrants that it has all requisite power and authority to enter into this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Affiliate or Reseller.
8.2: Affiliate or Reseller acknowledges that NameCradle service is provided without warranty of any kind. NameCradle expressly disclaims all warranties and/or conditions, express or implied, including but not limited to, the implied warranties and conditions of merchantability or satisfactory quality and fitness for a particular purpose and non-infringement of third party rights. NameCradle does not warrant that the functions contained in the NameCradle system will meet the Affiliate or Reseller's requirements or that the operation of the system will be uninterrupted or error-free, or that defects in the system will be corrected. Furthermore, NameCradle does not warrant or make any representations regarding the use or the results of the system or related documentation in terms of their correctness, accuracy, reliability, or otherwise. Should the system prove defective, the Affiliate or Reseller assumes the entire cost of all necessary servicing, repair, or correction as suffered by them.

9. TERMINATION
9.1: This Agreement shall remain in effect until cancelled in writing by NameCradle or the Affiliate or Reseller.
9.2: Upon termination of this Agreement, the Affiliate or Reseller shall immediately certify to NameCradle the destruction of all Confidential Information.

10. INDEMNIFICATION
10.1: The Affiliate or Reseller shall indemnify and hold harmless NameCradle, including its directors, officers, representatives, and agents, against any claim, suit, action, or other proceeding brought against NameCradle, based on or arising from any claim or alleged claim relating to:
1. any product or service of the Affiliate or Reseller;
2. any agreement with any second-level or third-level domain holder; or
3. the Affiliate or Reseller's domain name registration facility, including its advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service.
The Affiliate or Reseller shall not enter into any settlement or compromise of any such indemnifiable claim without prior written consent of NameCradle. The Affiliate or Reseller shall pay all costs, damages, and expenses, including legal fees and costs awarded against or incurred by NameCradle in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
10.2: In the event the Affiliate or Reseller breaches this agreement, and in addition to the remedies that may be available to NameCradle, NameCradle shall have the right to offset the balance of the Affiliate or Reseller's account against any damages claimed by NameCradle on account of such breach.

11. OTHERTERMS AND CONDITIONS
11.1: Force Majeure. Neither party shall be responsible for any failure to perform any obligation or provide service because of any act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages experienced by providers of telecommunication services generally, or other similar force beyond such party's reasonable control.
11.2: Limitation of Liability. NameCradle shall, under no circumstances, be liable to the Affiliate or Reseller for any damages resulting from loss of profits, arising out of or in connection with this Agreement, even if NameCradle has been advised of the possibility of such damages.
11.3: Assignment. The Affiliate or Reseller shall not assign, sub-license or transfer its rights or obligations under this Agreement to any third party without the written consent of NameCradle.

12. DISPUTE RESOLUTION
12.1: All Rights and obligations of this agreement shall be governed according to the laws of the Bangalore, State of Karnataka, India, and all actions relating to this agreement shall be brought exclusively before those courts.