Namecheap SSL Reseller Service Agreement

THIS CERTIFICATE RESELLER AGREEMENT ("AGREEMENT") IS ENTERED INTO BETWEEN COMPANY (AS DEFINED BELOW) AND THE ENTITY YOU REPRESENT IN EXECUTING THIS AGREEMENT ("YOU"). YOU MUST READ AND ACCEPT THIS AGREEMENT BEFORE ENROLLING TO BECOME A NAMECHEAP CERTIFICATE RESELLER. BY SIGNING THIS AGREEMENT, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
AS USED IN THIS AGREEMENT, "COMPANY" MEANS AS FOLLOWS: NAMECHEAP.COM, A CALIFORNIA CORPORATION. PLEASE NOTE THAT COMPANY RESERVES THE RIGHT TO CHANGE THE COMPANY ENTITY PARTICIPATING IN THIS AGREEMENT BY NOTICE TO YOU, AS DESCRIBED IN THIS AGREEMENT.

DEFINITIONS
"Intellectual Property Rights" means any and all now known or hereafter existing rights associated with intangible property including, but not limited to, registered and unregistered United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how, and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).
"Product" means any type of digital certificate and/or Seal service Company makes available through its Reseller Channel.
"Product Application" means a request to Company for the issuance of a Product.
"Reseller" means an internet service provider, a systems integrator, a web host, a technical consultant, an application service provider, or other entity that obtains Products from Company for re-sale.
"Seal" means an electronic image featuring a CA Brand mark intended for display on a website.
"Company Materials" mean hard and electronic versions of any Company technical manual, sales and marketing material, hardware, or software related to the Products that Company makes available to you.
"CA PKI" means the CA public key infrastructure that provides Products for individuals and organizations.
APPOINTMENT
Company hereby appoints you as a non-exclusive Reseller for the Products offered through the Reseller Console. As a reseller, you may promote, market, and resell Products to end user customers.
YOUR OBLIGATIONS
3.1 Resale Process
3.2 Marketing.You shall use commercially reasonable efforts to market and promote use of the Products. You shall be responsible for being knowledgeable about the Products, including the technical aspects and language related thereto.

3.3 Support
3.4 Warranties. You shall (a) conduct business in a manner that reflects favorably at all times on the Product services and the good name, good will, and reputation of Company; (b) promote proper use of the Products; (c) avoid false, deceptive, misleading, or unethical practices that are or might be detrimental to Company, the Products or the public; (d) not make any representation, warranty, or guarantee to customers or to other third parties with respect to the specifications, features, or capabilities of the Products that are inconsistent with that published by Company and CA Brand; and (e) not provide the Products or any other Company commodities, software or technologies to any proscribed party on the United States Treasury Department's Office of Foreign Asset Control list of "specially designated nationals and blocked persons", the United States Commerce Department's "denied parties list" or the United States Commerce Department's "BIS Entity List".
COMPANY'S OBLIGATIONS
4.1 Access to Reseller API. Company shall provide you with permissions (associated with your user name and password) to access the Reseller API for the purpose of (a) purchasing Products; and, if applicable, (b) ordering Products on behalf of your customers.
4.2 Ordering and/or Deploying Products. As you enroll for Products on behalf of your customers, the Company shall email deployment instructions to contacts provided by you upon Company's authentication of the applicable Product Application.
4.3 Renewal Notices. Company shall use commercially reasonable efforts to notify you and/or your customer of the expiration of any Product at least thirty (30) days prior to the expiration.
4.4 Support. Company shall provide support as follows: (a) standard chat and email support 24x7 (excluding Company-designated holidays); (b) within twenty-four (24) hours of receipt of an inquiry, a response addressing the issue; (c) twenty-four (24) hour access to support pages on Company's website. Support will be provided to You rather than your customers.
FEES AND TAXES
5.1 Fees. You shall pay Namecheap, Inc the applicable ssl reseller fees set forth on the Namecheap, Inc website at the time of your selection, or if applicable, upon receipt of an invoice from the Company. All fees are due immediately and are non-refundable, except as otherwise stated below. 5.1.2 Minimum Deposits. You shall deposit a minimum sum of $50 into your Namecheap account no later than 30 days after signing the agreement and Deposited funds will roll-over upon renewal of the agreement but will not be refunded if the agreement is terminated:

This deposit is a credit for you to order Certificates. Deposited funds will roll-over upon renewal of the agreement but will not be refunded if the agreement is terminated.

5.2 Taxes. All taxes, duties, fees and other governmental charges of any kind (including sales, services, use, and value-added taxes, but excluding taxes based on the net income of Company) which are imposed by or under the authority of any government on the fees charged herein shall be borne by you and shall not be considered a part of, a deduction from or an offset against such fees. All payments due to Company shall be made without any deduction or withholding on account of any tax, duty, charge, penalty, or otherwise except as required by law in which case the sum payable by you in respect of which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, Company receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.

5.3 Price Changes. During the term of this agreement, Company shall not increase the price charged to you for any ordered Certificate except where there is a change in industry standards. If industry standards change, Company and You shall negotiate a new price schedule in good faith that accounts for any increased cost to Namecheap.

5.4 Re-sale Prices. You shall be solely responsible for determining the fees you charge your customers, invoicing your customers, and collecting such fees.
CONFIDENTIALITY
6.1 Confidential Information.The parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and Intellectual Property Rights of the other party that may not be accessible or known to the general public ("Confidential Information"). Confidential Information shall include (a) the terms of this Agreement, (b) Company Materials, (c) information which concerns technical details of operation of any of Company’s products or services; and (d) any information that is identified as confidential.
6.2 No Disclosure. Each party receiving Confidential Information (the "Receiving Party") agrees to maintain all such Confidential Information received from the other party (the "Disclosing Party"), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the financial terms of this Agreement to its legal and business advisors and to potential investors, and Company may disclose to its third party service partners those terms of this Agreement relating to the data or service provided by such partners, if such third parties agree to maintain the confidentiality of such Confidential Information. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this Agreement. In addition, the Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to the Receiving Party hereunder. Upon termination or expiration of this Agreement, the Receiving Party shall immediately return to the Disclosing Party all manifestations of the Confidential Information or, at the Disclosing Party’s option, shall destroy all such Confidential Information as the Disclosing Party may designate; provided that such action may be delayed for so long as, and to the extent that, such Confidential Information relates to outstanding payment obligations or is subject to audit, reporting, or retention requirements under this Agreement or applicable law.
6.3 Exclusions.The Receiving Party’s obligations under Sections 6.1 and 6.2 above shall not apply to Confidential Information which: (a) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (c) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (d) is independently developed by the Receiving Party without resort to the Disclosing Party’s Confidential Information; or (e) is required by law or judicial order, provided that prior written notice of such required disclosure is furnished to the Disclosing Party as soon as practicable, and prior to disclosure occurring, in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent such disclosure, and that if such order or remedy cannot be obtained, disclosure may be made without liability.
6.4 Injunctive Relief. Both parties acknowledge that the restrictions contained in this Section 6 are reasonable and necessary to protect their legitimate interests and that any violation of these restrictions will cause irreparable damage to the other party. Each party agrees that damages are not an adequate remedy for any such violation and that the other party will be entitled to seek injunctive relief against each violation.
PRIVACY

You agree to the use of your data and information in accordance with the following: Company will treat and process the data you provide in accordance with its privacy statement specific to the respective Products ("Company Privacy Statement" or "Privacy Statement"), as amended from time to time and accessible from the home page of the website from which you obtained the Products. Company may place in the Product information that you or your customers provide in the Product Application. Company may also (a) publish the Product and information about its status in the repository; and (b) use such information for the purposes set out in this Agreement, the Customer Agreement, and in the Privacy Statement. You warrant that you have all necessary rights (including consents) to provide your customer information to Company. You are aware that Company will process and/or transfer the information you provide to the United States and to other jurisdictions where Company maintains a presence. For further information on processing of customer data, please refer to the applicable Privacy Statement.
LICENSES TO MATERIALS
8.1 Copyright License for Sales and Marketing Materials.
Company grants you a non-exclusive, non-transferable, non-sublicensable right and license to: (a) use the Company Materials during the term of this Agreement solely in conjunction with the marketing, promotion and resale of the Products; and (b) modify certain Company Materials expressly designated for such purpose by incorporating your trademarks and/or brand features ("your Branding") in a manner consistent with Company’s brand guidelines. All modified Company Materials will be deemed Company Materials under this Agreement.
8.2 Trademark License for Sales and Marketing Materials.
To the extent not covered by the copyright license in Section 8.1, Company grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable trademark license to use the Company trademarks contained in the Company Materials ("the Marks") in connection with the marketing, promotion and resale of the Products. You shall not use the Marks other than as provided in this Agreement. You shall use all applicable trademark notices with respect to the Marks as are or may be required by applicable laws. The permitted use shall include use in a co-branding context, i.e., use of the Marks in close proximity of your Branding, but the permitted use shall not include domain name registration and use incorporating the Marks.
PROPRIETARY RIGHTS

You acknowledge that Company and its licensors retain all Intellectual Property Rights and title in and to all of their Confidential Information or other proprietary information, products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the services provided by Company hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing, "Company Works"). The Company Works do not include your pre-existing hardware, software, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in and to the other party’s Intellectual Property Rights, and each party shall continue to independently own and maintain its Intellectual Property Rights.
INDEMNITY
10.1 Your Indemnity. You shall indemnify Company and its directors, officers, agents, employees, successors and assigns from any and all third-party claims, suits proceedings, judgements, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of (a) your breach of this Agreement; (b) your customer's breach of the Customer Agreement (as described in Section 3.1.1); or (c) Company's revocation of a Product pursuant to your direction under Section 3.3.3.
10.2 Namecheap’s Indemnity. Company shall indemnify you and your directors, officers, agents, employees, successors and assigns from any and all third-party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on the gross negligence or willful misconduct of Company in the performance of this Agreement.
10.3 Notices and Procedures. Subject to the limitations set forth herein, the indemnifying party, at its own expense, shall (a) defend, or at its option settle, any claim, suit, or proceeding against the indemnified party for which it has an indemnification obligation under this Agreement; and (b) pay any final judgment entered or settlement against the indemnified party in any such suit or proceeding defended by the indemnifying party; so long as the indemnified party gives the indemnifying party prompt written notice of such claim, suit, or proceeding and the right to control and direct the investigation, preparation, defense and settlement of such claim. An indemnified party shall reasonably cooperate with the indemnifying party, who shall not take any action to settle or defend any such claim, suit, or proceeding that would in any manner impose obligations (monetary or otherwise) on an indemnified party without the indemnified party's written consent, not to be unreasonably withheld. An indemnified party shall have the right to participate in the defense of any claim with its own counsel and shall be responsible for all costs associated therewith.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
11.1 DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR IN THE CUSTOMER AGREEMENT, THE PRODUCTS ARE PROVIDED "AS IS". COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

11.2 LIMITATION OF LIABILITY. EXCEPT FOR AMOUNTS PAYABLE FOR BREACH OF SECTION 6 ("CONFIDENTIALITY") OR 8 ("LICENSES TO MATERIALS"), CLAIMS ARISING UNDER SECTION 10 ("INDEMNITY") AND ANY OUTSTANDING AMOUNTS OWING UNDER SECTION 5 ("FEES AND TAXES"): (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S TOTAL LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED TWO (2) TIMES THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT FOR THE SIX-MONTH PERIOD PRECEEDING THE CLAIM, UP TO A MAXIMUM OF ONE MILLION DOLLARS ($1,000,000). COMPANY'S LIABILITY TO YOUR CUSTOMERS AND OTHER THIRD PARTIES IS LIMITED AS SET FORTH IN THE APPLICABLE CUSTOMER AGREEMENT.
TERM AND TERMINATION
12.1 Term and Termination. This Agreement shall commence on the date you sign the agreement. The agreement will last for a six-month period. After the period, agreement renews automatically for additional six-months terms unless either party provides the other party ten days notice prior to the termination date that the agreement will terminate rather than renew.
12.2 Termination for Convenience. Either party shall be entitled to terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other.
12.3 Effect of Termination. Upon the expiration or termination of this Agreement, you shall cease selling, marketing, promoting, and purchasing Products. Any expiration or termination of this Agreement shall not discharge any obligation(s) that have accrued. You may invoice and/or collect payment from customers with outstanding balances. Expiration or termination of this Agreement for any reason shall not affect any Customer Agreement and Company shall continue to support the Products that were purchased prior to termination, for the validity periods thereof, provided you are not in breach of this Agreement and customer is not in breach of the Customer Agreement.
12.4 Survival of Terms. Expiration or termination of this Agreement shall not relieve either party of any obligations that accrued prior to the date of such expiration or termination. The provisions of Sections 5, 6, 9, 10, 11, 14, 16 and 17 shall survive the expiration or termination of this Agreement for any reason.
Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section 13(i) gives prompt written notice thereof; and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice.
Compliance with Law, Export Requirements, and Foreign Reshipment Liability. Each party shall comply with all applicable federal, state and local laws and regulations in connection with its performance under this Agreement. Without limiting the generality of the foregoing, each party agrees to comply with all export requirements ("Export Control"). Regardless of any disclosure you make to Company of an ultimate destination of Products, software, hardware, or technical data (or portions thereof) supplied by Company ("Company Technology") and, notwithstanding anything contained in this Agreement to the contrary, you will not (a) modify, export, or re-export, either directly or indirectly, any Company Technology to any destination restricted or prohibited by Export Control, without first obtaining any and all necessary licenses from the government of the United States or any other country that imposes Export Control; (b) provide Company Technology to any proscribed party on the United States Treasury Department’s Office of Foreign Asset Control list of "specially designated nationals and blocked persons", the United States Commerce Department’s "denied parties list", the United States Commerce Department’s "BIS Entity List" or such other applicable lists; or (c) export or re-export Company Technology, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by Export Control. Company shall have the right to suspend performance of any of its obligations under this Agreement, without prior notice being required and without any liability to you, if you fail to comply with this provision.
Severability. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
Governing Law. This Agreement and any disputes relating to the services provided hereunder shall be governed and interpreted according to each of the following laws, respectively, without regard to its conflicts of law provisions: (a) the laws of the State of California, if you are located in North America or Latin America; or (b) the law of England, if you are located in Europe, Middle East or Africa; or (c) the laws of Singapore, if you are located in Asia Pacific including Japan. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Dispute Resolution. To the extent permitted by law, before you file suit or initiate an administrative claim with respect to a dispute involving any aspect of this Agreement, you shall notify Company, and any other party to the dispute for the purpose of seeking business resolution. Both you and Licensor shall make good faith efforts to resolve such dispute via business discussions. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed as permitted under applicable law as specified under this Agreement.
Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, join venturer, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. Each party shall bear its own costs and expenses in performing this Agreement.
Non-Assignment. You may not assign the rights granted hereunder or this Agreement, in whole or in part and whether by operation of contract, law or otherwise, without Company’s prior express written consent. Such consent shall not be unreasonably withheld or delayed.
Notices and Communications. You will make all notices, demands or requests to Company with respect to this Agreement in writing to the "Contact" address listed on the Namecheap.com website.
Entire Agreement. This Agreement constitutes the entire understanding and agreement between Company and you with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Terms and conditions in any purchase orders that are not included in or that conflict with this Agreement are null and void.
FCPA Compliance. You will comply strictly with the United States Foreign Corrupt Practices Act (the "FCPA") and all anti-corruption laws and regulations of any country in which you resell Products. In furtherance of your FCPA compliance obligations, at no time during the continuance of this Agreement, will you pay, offer, give or promise to pay or give, any monies or any other thing of value, directly or indirectly to: (a) any officer or employee of any government, or any department, agency or instrumentality of any government; (b) any other person acting for, or on behalf of, any government, or any department, agency or instrumentality of any government; (c) any political party or any official of a political party; (d) any candidate for political office; (e) any officer, employee or other person acting for, or on behalf of, any public international organization; or (f) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any of the foregoing persons. You represent and warrant that: (i) you are not owned or controlled by, or otherwise affiliated with, any government, or any department, agency or instrumentality of any government; and (ii) none of your officers, directors, principal shareholders or owners is an official or employee of any government or any department, agency or instrumentality of any government. You acknowledge and agree that your breach of this section 22 will be grounds for immediate termination of this Agreement by Company.

Namecheap SSL Reseller Service Agreement

DEFINITIONS

APPOINTMENT

YOUR OBLIGATIONS

COMPANY'S OBLIGATIONS

FEES AND TAXES

CONFIDENTIALITY

PRIVACY

LICENSES TO MATERIALS

PROPRIETARY RIGHTS

INDEMNITY

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

TERM AND TERMINATION