RESELLER AGREEMENT

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with our Universal Terms of Service Agreement, which is incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.

This Reseller Agreement (this “Agreement”) is entered into by and between webnx.in, (“WebNX”) (“Reseller”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of WebNX’s Reseller program(s) (“Reseller Program(s)”) for the purpose of selling some of WebNX’s products and services (the “Services”) to your own customers, and represents the entire agreement between you and WebNX concerning the subject matter hereof.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with our Universal Terms of Service Agreement, which is incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.

The terms “we”, “us” or “our” shall refer to WebNX.  The terms “you”, “your”, or “Reseller” shall refer to any individual or entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Reseller Programs or Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Reseller Programs after such changes or modifications shall constitute your acceptance of this Agreement and Reseller Program limitations as last revised. If you do not agree to be bound by this Agreement and the Reseller Program limitations as last revised, do not continue to use the Reseller Program(s). We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

2. DESCRIPTION OF SERVICES
API Reseller Program.  An Application Programming Interface (“API”) Reseller Program (“API Reseller Program”) allows you to sell domain name registrations and email services to your own customers using your own website. We do not provide you with a turnkey Reseller site.
3. LICENSE
Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable license to resell the Services. All Reseller Programs are subject to an annual licensing fee. The Services that you choose to resell are subject to the corresponding Service agreements and the policies located on the Legal page of this Site.

➤ Universal Terms of Service Agreement

➤ Customer Master Agreement

➤ Hosting Product Agreement

4. YOUR OBLIGATIONS; LIMITATIONS; RESTRICTIONS
Prices and Fees.  Subject to the terms and conditions of this Agreement, you acknowledge that all prices and fees are subject to change from time to time, and at our sole discretion.
Money Back Guarantee.  If within thirty (30) days of the date you purchase a Reseller Program, you want to cancel your Reseller account for any reason, you are entitled to a full refund of the annual licensing fee only. You and your customers are not entitled to any refunds for any Services purchased and you will not receive any Commission Payments, if applicable.
Customer Notices.  If there are any revisions, modifications, discontinuances or other material changes to the Services that require customer notification, you will assist us in notifying your customers.

Ethical Standards.  Bribing or offering gifts in exchange for purchases by customers is prohibited and will result in termination of your Reseller Program.
count is non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business.
Proxy Registrations.  You shall not knowingly accept registrations from any provider of proxy and privacy registration services that is not accredited by ICANN and shall comply with all ICANN Specifications and Policies in the Proxy Accreditation Program.

5. INTELLECTUAL PROPERTY
You will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. You will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so.
You will not use any copyrights, trademarks, service marks, or other intellectual property owned by WebNX or its parent or affiliate entities unless specifically authorized by us, will not register any trademark that is substantially or confusingly similar to one owned by WebNX or its parent or affiliate entities, and will not register or maintain any internet domain names containing trademarked terms owned by WebNX or its parent or affiliate companies (or domain names confusingly similar thereto). You shall not use any of WebNX’s or its parent’s or affiliates’ intellectual property in your advertising except as specifically authorized by us. You further agree not to use WebNX’s or its parent’s or affiliates’ trademarks, including our website URLs, as keyword terms in any online advertising campaigns.
No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited trademark license provided below to Basic and Pro Resellers, is granted to you or conferred upon you by this Agreement.

BACKUPS AND DATA LOSS


Your use of the Services is at your sole risk. WebNX’s backup service runs once a week and overwrites any of our previous backups. Only one week of backups are kept at a time. This service is provided only to shared and reseller accounts as a courtesy and may be modified or terminated at any time at WebNX’s sole discretion. WebNX does not maintain backups of dedicated accounts. WebNX is not responsible for files and/or data residing on your account. You agree to take full responsibility for all files and data transferred and to maintain all appropriate backup of files and data stored on WebNX’s servers.

Any shared account using more than 20 gigs of disk space will be removed from our off site weekly backup with the exception of databases continuing to be backed up. All data will continue to be mirrored to a secondary drive to help protect against data loss in the event of a drive failure.

LIMITATIONS; ACCOUNT TERMINATION


Migration of Servers.  You acknowledge and agree that as a normal course of business, it may be necessary for us to migrate our servers. As a result, even if you have a dedicated IP, you may be assigned a different IP number. We do not warrant that you will be able to consistently maintain your given IP numbers.

Termination of Services.  You acknowledge and agree that upon expiration or termination of your Services, you must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to you in connection with Services, including pointing the domain name system (“DNS”) for your domain name(s) away from our servers. Prior to termination of the Services, you are responsible for moving your website or server content off our servers. We will not transfer or FTP your website or server content to another provider. If you fail to move your website or server content off our servers prior to cancellation, then all such content will be deleted and we will not be able to provide a copy of such content.

RESERVATION OF RIGHTS


WebNX reserves the right and sole discretion to:

  • Censor any website hosted on its servers that is deemed inappropriate.
  • Review any account for excessive space or bandwidth utilization and to suspend service to those accounts that have exceeded allowed levels.
  • Terminate any account for non-payment of fees, for providing fraudulent account information or fraudulent payment information.
  • Terminate any account if the contents of its website results in, or are the subject of, legal action or threatened legal action against WebNX or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.
  • Terminate any account for unsolicited, commercial e-mailing (i.e., Spam), illegal access to other computers or networks (i.e., hacking), distribution of Internet viruses or similar distructive activities, activities whether lawful or unlawful that WebNX determines to be harmful to its other customers, operations or reputation, or for any breach of this agreement.
  • Suspend the Service at any time for any duration of time when necessary, without penalty or liability to ourselves.
  • You agree that it may be necessary for us to temporarily suspend the Service for technical reasons or to maintain network equipment or facilities.

SERVICE UPTIME GUARANTEE


We offer a Service uptime guarantee of 99.9% (“Service Uptime Guarantee”) of available time per month. If we fail to maintain this Service Uptime Guarantee in a particular month (as solely determined by us), you may contact us and request a credit of 5% of your monthly hosting fee for that month. The credit may be used only for the purchase of further products and services from us, and is exclusive of any applicable taxes. The Service Uptime Guarantee does not apply to service interruptions caused by: (1) periodic scheduled maintenance or repairs we may undertake from time to time; (2) interruptions caused by you from custom scripting, coding or the installation of third-party applications; (3) outages that do not affect the appearance of your website but merely affect access to your website such as FTP and email; (4) causes beyond our control or that are not reasonably foreseeable; and (5) outages related to the reliability of certain programming environments.

Account Security and WebNX Systems.


It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of the installation method. When at all possible, set permissions on most directories to 755 or as restrictive as possible. Users are ultimately responsible for all actions taken under their account. This includes the compromise of credentials such as user name and password. You are required to use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password. Audits may be done to prevent weak passwords from being used. If an audit is performed, and your password is found to be weak, we will notify you and allow time for you to change or update your password before suspending your account.

The Services, including all related equipment, networks and network devices are provided only for authorized customer use. WebNX may, but is not obligated to, monitor our systems, including without limitation, to ensure that use is authorized, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. By using the Services, you consent to monitoring for these purposes.

Any account found connecting to a third party network or system without authorization from the third party is subject to suspension. Access to networks or systems outside of your direct control requires the express written consent of the third party. WebNX may, at our discretion, request documentation to prove that your access to a third party network or system is authorized.

Any account which causes us to receive an abuse report may be terminated and/or have access to services suspended. If you do not remove malicious content from your account after being notified by WebNX of an issue, we reserve the right to leave access to services disabled.

WebNX reserves the right to migrate your account from one data center to another in order to comply with applicable data center policies, local law or for technical or other reasons without notice.

PROVISIONS SPECIFIC TO VPS, DEDICATED, MANAGED HOSTING


Server Access.  If you purchase MS SQL or Managed Backups, you hereby authorize us to log into your server for purposes of installing and configuring the MS SQL or Managed Backups.

IP Addresses.  You acknowledge and agree you are required to begin using at least ninety percent (90%) of your purchased IP addresses within thirty (30) days of assignment of such IP addresses to you. In the event you do not begin using at least ninety percent (90%) of your assigned IP addresses within thirty (30) days of assignment, you acknowledge and agree that we shall have the right to reclaim any unused IP addresses.

FTP Back-Up.  We offer an FTP Backup option for an extra fee. You acknowledge and agree that purchasing FTP Backup may require additional down time to install and maintain. You further acknowledge and agree that in utilizing the FTP Backup option, you shall be subject to a maximum disk space and bandwidth usage according to the plan you purchase. Subject to the terms and conditions of this Agreement, we shall use commercially reasonable efforts to provide FTP Backup services on a twenty-four (24) hours per day, seven (7) days per week basis throughout the term of this Agreement. You acknowledge and agree that from time-to-time the FTP Backup services may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs that we may undertake from time to time; or (3) causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

Configuration Add-Ons.  We offer multiple configuration options (“Configuration Add-Ons”) for an extra fee. The specific Configuration Add-Ons available depend on which hosting package you purchase, but may include a control panel, database, external firewall or RAID. You acknowledge and agree that installing a Configuration Add-On will use some of your available storage, may require additional provisioning time, will require us to install Third Party Software (defined below), third party hardware or internally developed custom software to your server, and, in some cases, may limit the versions of Third Party Software available for use with your server. Third Party Software, third party hardware and internally developed customer software will be supported by us. If you wish to cancel RAID, you will be required to cancel your server and purchase a new one.
cPanel.  In the event you add cPanel to your server, you agree to be bound by the cPanel EULA, which is hereby incorporated by reference

SERVICE FEES / PAYMENTS / INVOICES


All WebNX fees and charges are quoted and billed in US Dollars unless otherwise noted.
Members have the option to pay services fees in INR or US Dollars. If US Dollars is selected as the billing currency, Members will be charged the US Dollar equivalent of the US Dollar total. The exchange rate used (“Exchange Rate”) is subject to change from time to time.

WebNX uses an automated payment processing system and accepts credit card, Debit Card, Visa, Master and Paypal payments at this time. All Members are required to maintain valid credit card information on file for the processing of any applicable service fees. At its sole discretion, WebNX may use credit card issuer-approved services, such as VISA Account Updater and MasterCard Automatic Billing Updater, to acquire updated payment information for the purpose of processing outstanding payments that are on your account.

WebNX may take any reasonable action to validate your credit card and registration information and collect all payments due. You agree to pay all attorney and collection fees arising from any efforts to collect any past due amounts from you, to the extent allowed by law.
Members using American Express credit cards for payment will be charged the Canadian Dollar equivalent of the US Dollar total calculated using the Exchange Rate regardless of the selected billing currency.

Service fees are due at the time of order or on the day of renewal. All fees must be paid in full.
Invoices for all WebNX services can be found by logging into Client Area.
Billing inquiries and disputes should be brought to WebNX’s attention within 30 days of the invoice date. Failure to do so will be deemed to be an admission that the invoice and charges are accurate.

If any chargeback or charge dispute notices are received for your account, services provided to you may be immediately suspended pending investigation, and you will be subject to chargeback service charges. Where applicable, WebNX reserves the right to put your domain name into “Registrar Hold” status and deny any transfer requests for that domain name until the chargeback or dispute issue has been resolved.

Accounts will be suspended if its service renewal fees are not paid within 72 hours of the due date. Accounts suspended in this manner can be re-activated upon payment of the Account Reactivation Fee.

Any applications or requests for services will be declined if payment cannot be successfully processed within 72 hours of the order. In-store credit and coupons issued by WebNX are not transferable and are of no cash value.

WebNX reserves the right to modify service fees and rates, effective upon posting on the WebNX website or on this Agreement. Current service charges include the following (non-exclusive list):

Billing and Payment Information

Prepayment.
It is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree to pay for the Services in advance of the time period during which such Services are provided. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.

Auto renewal.
Unless otherwise provided, you agree that until and unless you notify WebNX of your desire to cancel the Services, you will be billed on an automatically recurring basis to prevent any disruption to your Services, using your credit card or other billing information on file with us.

Taxes.
Listed fees for the Services do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority. Any applicable taxes will be added to WebNX’s invoice as a separate charge to be paid by you. All fees are non-refundable when paid unless otherwise stated.

Late Payment.
All invoices must be paid within ten (10) days of the invoice due date. Any invoice that is outstanding for more than ten (10) days may result in the suspension or termination of Services. Access to the account will not be restored until payment has been received. If you fail to pay the fees as specified herein, WebNX may suspend or terminate your account and pursue the collection costs incurred by WebNX, including without limitation, any arbitration and legal fees, and reasonable attorneys’ fees. WebNX will not activate new orders or activate new packages for customers who have an outstanding balance on their account.

Dedicated servers are subject to being reclaimed and all content deleted if you fail to make a timely payment. If you make a late payment we do not automatically reactivate the dedicated servers. Contact WebNX directly after you make a late payment to reactivate the dedicated server.

Domain Payments.
It is solely your responsibility to notify WebNX’s Billing department via a support ticket created from WebNX Support after purchasing a domain. Domain renewal notices are provided as a courtesy reminder and WebNX is not responsible for a failure to renew a domain or a failure to notify a customer about a domain’s renewal. Domain renewals are billed and renewed thirty (30) days before the renew date.

Fraud.
It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, electronic checks, or any other payment method. WebNX may report any such misuse or fraudulent use, as determined in WebNX’s sole discretion, to governmental and law enforcement authorities, credit reporting services, financial institutions and/or credit card companies.

Invoice Disputes.
You have ninety (90) days to dispute any charge or payment processed by WebNX. If you have any questions concerning a charge on your account, please reach out to our billing department for assistance.

Payment Card Industry Security Standard Disclaimer.
WebNX complies with the Payment Card Industry Security Standard (“PCI Standard”) in connection with the collection and processing of our customer’s data and billing information. However, you are solely responsible for the security of the data and billing information on your User Website. WebNX does not monitor User Websites for PCI compliance and we are not able to verify whether a User Website complies with the PCI Standard.

PROVISIONS SPECIFIC TO WEB HOSTING


Storage and Plan Limits.  All Web Hosting and WordPress Hosting plans, including the unlimited plans, are subject to a limit of no more than 250,000 inodes per account for Linux® hosting accounts or 500,000 files and folders per account for Windows® hosting accounts. The plans are also limited to no more than 1,000 tables per database and no more than one gigabyte of storage per database. Any account or database that exceeds these limits may be issued a network violation warning and will be required to reduce the number of inodes, files and folders, tables or gigabytes (as the case may be), or may be temporarily or permanently suspended, in our sole discretion.  All Linux hosting plans are subject to the following limitations: no more than a) 25% of one CPU core; b) 512MB of RAM; c) 100 website connections; d) 100 active processes; e) 1 MB/s disk IO.  In the event these limitations are exceeded, your site may slow down or not be served until more resources are added.  More resources may be added for additional fees

You acknowledge and agree that inbound UDP is not support in shared hosting environments.

Website/Server Content.  Your website may not include any of the following content: (1) image hosting scripts that allow an anonymous user to upload an image for display on another website (similar to Photobucket or Tinypic); (2) banner ad services for display on other websites or devices (commercial banner ad rotation); (3) file dump/mirror scripts that allow an anonymous user to upload a file for other to download (similar to rapidshare); (4) commercial audio streaming (more than one or two streams); (5) push button mail scripts that allow the user to specify recipient email addresses; (6) anonymous or bulk SMS gateways; (7) backups of content from another computer or website; (8) Bittorrent trackers; or (9) any script that causes a degradation in the performance of our server or network environment.

Unlimited Disk Space/Bandwidth/Website Plans.  Web Hosting plans are designed to host most personal, small business and organization websites, and thus we offer unlimited bandwidth and some plans offer unlimited disk space and websites. This means that we do not set a limit on the amount of bandwidth, websites or disk space you may use in the operation of your website, provided it complies with this Agreement. In the event the bandwidth, number of websites or disk space usage of your website presents a risk to the stability, performance or uptime of our servers, data storage, networking or other infrastructure, you may be required to upgrade to a VPS or Dedicated Server, or we may take action to restrict the resources your website is utilizing.