This Reseller Agreement (the “Agreement”) is made, entered into and executed on the date on which you electronically consent to the Agreement (the “Effective Date”), by and among you (“Reseller”) and PhpDefender and may hereinafter be collectively referred to as the “Company.” The Company and Reseller may be referred to individually as a “Party” and collectively as the “Parties.The Company provides Reseller Services and performs all technical, support and administrative functions relating to such Reseller Services, and Reseller wishes to purchase and resell Reseller Services. NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS
   1. 1. “Advance Account” refers to the balance of funds maintained by Reseller with the Company as required in the Reseller Program.
      2. “Business Day” refers to a weekday, Monday through Friday, excluding all holidays as applicable.
      3. “Confidential Information,” as used in this Agreement, shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by the Company to Reseller under this Agreement, whether written, transmitted, oral, through Registrar Website or otherwise, that is marked as “Confidential” or that by its nature and content, it is reasonable to believe is confidential and proprietary.
      4. “Customer” refers to the direct or indirect customer of Reseller.
      5. “Fees” refers to the payment due to the Company pursuant to any Order.
      6. “Order” refers to a Reseller Service purchased directly or indirectly by a Reseller, pursuant to this Agreement.
      7. “Personal Data” is data about any identified or identifiable natural person.
      8. “Reseller Contact Details” refers to the name, address, phone number, fax number, email address, and website(s) of Reseller that Reseller provides to Registrar.
      9. “Reseller Program” refers to any of the Company’s current reseller programs which provide Resellers and its Customers with direct or indirect use of the Company’s servers, software, interfaces, products and API and third party products, as currently described or later modified, and any reseller programs to be offered by the Company in the future.
      10. “Reseller Services” refers to all products and services which the Company is providing, rendering, or selling directly to Reseller or which Company makes available to Reseller for resale to Customers as applicable pursuant to this Agreement, including but not limited to the Registration Services.
      11. “Service Providers” refers individually and collectively to any third party that the Company may, directly or indirectly, engage, employ, outsource, or contract with for the fulfillment, provision, or purchase of Reseller Services and any other services and operations of the Company, and shall have the same rights as the Company to the extent required to perform services pursuant to the terms of this Agreement and as authorized by the Company.

2. RESELLER REPRESENTATIONS AND WARRANTIES
   1. 1. Reseller represents and warrants that: (i) it is a sole proprietor, partnership, or corporation duly incorporated, validly existing and in good standing under the laws of the state/country of its domicile; (ii) it has all requisite legal power and authority to execute, deliver and perform its obligations under this Agreement; (iii) the execution, performance and delivery of this Agreement by its officers, employees and agents has been duly authorized by Reseller; (iv) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Reseller in order for it to enter into and perform its obligations under this Agreement; (v) Reseller is not in violation of any third party’s intellectual, proprietary or other rights; and (vi) there is no pending or, to the best of Reseller’s knowledge, threatened claim, action, or proceeding against Reseller.
      2. Reseller represents and warrants that Reseller does not and shall not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using Reseller Services under this Agreement. Reseller further acknowledges that the Company cannot and does not monitor whether any services or the use of the services by Reseller under this Agreement, infringes the legal rights of others.

6. TERM AND TERMINATION
   1. 1. Term. The term of this Agreement commences on the Effective Date and continues until terminated pursuant to the terms herein (the “Term”).
      2. Termination.
         1. Termination Rights.
            1. Unless otherwise provided in this Agreement, the Company may terminate this Agreement at any time by giving the Reseller thirty (30) days’ email information of termination.
            2. The Company may terminate this Agreement at any time, with or without notice, in its sole discretion: (i) to protect the integrity and stability of Reseller Services; (ii) to comply with any applicable laws, government rules or requirements, or any applicable dispute resolution process; or (iii) to avoid any liability
         3. Termination for Inactivity. In the event Reseller has no transactions for a period of one hundred and eighty (180) consecutive days and no other currently active Reseller Services purchased by Customers, the Company may immediately terminate this Agreement by email information to Reseller.
      3. Effect of Termination.
         1. Immediately upon any termination of this Agreement, Reseller shall transfer to the Company all information deemed necessary by the Company regarding the Registered Name Holders.

7. FEES, PAYMENTS & TAXES
   7. Advance Account. Resellers are required to maintain an Advance Account. Payment to the Advance Account may be made by Crypto or other. Payment is expected to appear as available credit in the Advance Account within approximately forty-eight (48) hours.
   8. Fees. As per the applicable Reseller Program terms, the Fees will either be deducted from the Advance Account when the Order is processed. The Company reserves the right to hold or otherwise cancel any Order for which there are insufficient funds in the Advance Account to cover the fees associated with the Order.
   9. Chargebacks. In the event that Reseller issues a chargeback for any payment to Company, Company may immediately debit the Advance Account, if applicable, or charge Reseller for the amount of the chargeback as well as any fees levied against Company by its payment processor for such chargeback. Any negative balance on the Advance Account will be immediately due and payable via guaranteed funds. Company reserves the right to temporarily or permanently suspend Reseller’s access to Reseller Services or terminate this Agreement if Reseller issues a chargeback.
   11. Pricing. The Company will display the current Discount % for each Reseller Service within Reseller’s account. The Company has the right to modify its pricing at any time, and any such modification will be binding and effective immediately upon notification by email to Reseller or upon posting within Reseller’s account.
   13. Taxes. Reseller shall be responsible for any and all applicable taxes in connection with this Agreement and the Reseller Services.

9. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY
1. Disclaimer of warranty. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, WITHOUT ANY LIMITATION TO THE FOREGOING TO THIS AGREEMENT.
2. Limitation of liability. YOU AGREE THAT NEITHER THE COMPANY NOR ANY OF THE INDEMNIFIED PARTIES, WILL BE LIABLE FOR ANY OF THE FOLLOWING: (i) INTERRUPTION OF BUSINESS; (ii) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEBSITE(S) YOU ACCESS TO OBTAIN THE RESELLER SERVICES; (iii) DATA NON-DELIVERY, MIS-DELIVERY,CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (iv) EVENTS BEYOND THE CONTROL OF COMPANY OR ANY OF THE INDEMNIFIED PARTIES; (v) ANY FAILURES OF ENCRYPTION OR OTHER SERVICES PROVIDED; (vix) ANY LOSS OR DAMAGES THAT MAY RESULT FROM TERMINATION OF THIS AGREEMENT. (vii)THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL ACTUAL AMOUNT PAID FOR THE RESELLER SERVICES.

10. INTELLECTUAL PROPERTY
    1. 1. Intellectual Property. Subject to the provisions of this Agreement, each Party will continue to independently own its respective intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property worldwide, whether or not registered. Any use of and improvements to intellectual property will inure to the benefit of, and continue to be owned by, the Party that owns such intellectual property. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual or other proprietary rights are granted by the Company to Reseller.

12. MODIFICATIONS TO RESELLER SERVICES AND AGREEMENT
    1. 1. The Company reserves the right to modify or discontinue, temporarily or permanently, Reseller Services with or without notice at any time. The Company shall not be liable to Reseller or to any third party for any modification, suspension or discontinuance of Reseller Services.
       2. Except as otherwise provided in this Agreement, Reseller agrees that, during the Term of this Agreement, the Company may revise the terms and conditions of this Agreement. The Company will notify Reseller of any material changes to the Agreement, and, if Reseller objects, Reseller agrees that its only recourse is termination of this Agreement with ten (10) days’ prior email notice to the Company. The Company may publish an amendment substituting the revised agreement in place of this Agreement, or otherwise amending, modifying or replacing this Agreement, without prior notice to Reseller if required The Company is not bound by nor should Reseller rely on any representation by (i) any agent, representative or employee of any third party that Reseller may use to apply for the Reseller Services; or (ii) on information posted on the Registrar Website of a general informational nature. Moreover, no employee, contractor, agent or representative of the Company is authorized to alter or amend the terms and conditions of this Agreement. Only the Company may amend this Agreement through its authorized amendment procedures.

13. CONFIDENTIALITY
    1. 1. Use of Confidential Information. Reseller’s use and disclosure of Confidential Information disclosed hereunder are subject to the term and conditions of this Section. With respect to the Confidential Information, Reseller agrees that:(i) Reseller shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of all Confidential Information received from the Company, including implementing reasonable physical security measures and operating procedures designed to protect the same, which in any case, shall not be less stringent than the measures Reseller takes to protect its own confidential information; and (ii) Reseller Shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if Reseller is a corporation,partnership, or similar entity, disclosure is permitted to Reseller's Officers and employees who have a demonstrable need to know such Confidential Information, provided Reseller shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof. The obligations set forth in this section shall be continuing; provided, however, that this section imposes no obligation upon Reseller With respect to information that: (x) is disclosed after the Company’s prior written approval; (y) is independently developed by Reseller without the use of the Confidential Information; or (z) is made generally available by the Company without restriction on disclosure.
       2. In the event of any termination of this Agreement: (i) all Confidential Information in Reseller’s possession shall be immediately returned to the Company or, at the Company’s sole option, Reseller shall certify as to the destruction of such Confidential Information; (ii) Reseller shall provide full voluntary disclosure to the Company of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and (iii) the obligations of this section shall survive such termination and remain in full force and effect for a period of five (5) years.
       3. Reseller agrees that the Company shall be entitled to seek all available legal and equitable remedies for the breach of this Section 13 by Reseller.

14. ARBITRATION; GOVERNING LAW
    1. 1. Arbitration.
          1. Unless you are in India, you also hereby agree to the Company’s Arbitration Agreement, which is incorporated into this Agreement by reference and can be found here.
          2. Alternatively, if you are in India, the following provision applies to you:
             1. All disputes, controversies and differences arising out of or relating to this Agreement, including a dispute relating to the validity or existence of this Agreement (“Dispute”) shall be referred to and resolved by arbitration in Mumbai, India under the provisions of the Arbitration and Conciliation Act, 1996; provided that, to the extent a party may suffer immediate and irreparable harm for which monetary damages would not be an adequate remedy as a result of the other party’s breach or threatened breach of any obligation hereunder, such party may seek equitable relief, including an injunction, from a court of competent jurisdiction, which shall not be subject to this Section. The arbitration tribunal shall consist of one (1) arbitrator jointly appointed by the parties within fifteen (15) days from the date of first recommendation for an arbitrator in written form for a party to the other. If the parties fail to agree on appointment of such arbitrator, then the arbitrator shall be appointed as per the provisions of Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. As part of the terms of the appointment of the arbitrator(s), the arbitrator(s) shall be required to produce a final and binding award or awards within six (6) months of the appointment of the sole arbitrator (jointly appointed by the parties). Parties shall use their best efforts to assist the arbitrator(s) to achieve this objective, and the parties agree that this six (6) month period shall only be extended in exceptional circumstances, which are to be determined by the arbitrator(s) in its absolute discretion. The arbitral award passed by the arbitrator shall be final and binding on the parties and shall be enforceable in accordance with its terms. The arbitrator shall state reasons for its findings in writing. The parties agree to be bound thereby and to act accordingly. All costs of the arbitration shall be borne equally by the parties.
       2. Governing Law Unless you are in India, any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the Commonwealth of Massachusetts. If you are in India, any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the Republic of India. Notwithstanding the foregoing, the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

15. MISCELLANEOUS
    1. 1. Personal Data. The Company incorporates its Privacy Notice by reference. Please read our Privacy Notice by clicking here . In addition,you hereby represent that you have provided the Company’s Privacy Notice to any person whose personal data you disclose to the Company and that you have obtained their consent to the foregoing.
       2. Force Majeure. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government,or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such event gives the other Party written notice thereof within ten (10) Business Days of such event or occurrence.
       3. Assignment. Reseller may not assign or transfer this Agreement or any of Reseller’s rights or obligations hereunder, without the prior written consent of Registrar. In addition, Reseller must comply with any applicable ICANN inter-the Company transfer process. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. The Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. You agree that the Company may transfer your domain name from one accredited registrar to another accredited registrar without requiring your consent, to the extent not prohibited by ICANN or applicable registry rules or by applicable law.
       4. Publicity. Reseller shall not create, publish, distribute, or permit any written, oral, or electronic material that makes reference to the Company or its Service Providers or uses any trademarks or service marks of the Company or its Service Providers without prior written consent. Reseller gives the Company the right to recommend and/or refer Reseller’s name and details to Customers, and use Reseller’s name in marketing and promotional material with regard to its use of the Reseller Services.
       5. Notice. Notice to Reseller shall be sufficiently given if provided in writing and transmitted by email to the current email address included in the Reseller Contact Details. Notice to the Company shall be sufficiently given only if in writing and transmitted by email to the Company’s email address below, delivered personally or by a nationally recognized courier service, or mailed by prepaid registered mail addressed:

          Attn: Endurance India

          Address: Unit No. 501, 5th Floor, IT Building 3,
          Nesco IT Park, Nesco Complex,
          Western Express Highway,
          Goregaon (East)
          Mumbai 400063, Maharashtra
          India
          Email: compliance@resellerclub.com

          compliance@resellerclub.com

       6. Survival. In the event of termination of this Agreement for any reason, Sections 8 (Indemnification), 9 (Warranty Disclaimer; Limitation of Liability), 10 (Intellectual Property), 13 (Confidentiality) and 14 (Arbitration; Governing Law), in addition to any section that by its nature should survive termination, shall survive.
       7. Language. All notices, designations, and specifications made under this Agreement shall be made in the English language only.
       8. Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the registered office of the Company.
       9. Construction. Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa
       10. Disclaimer. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
       11. No Third-Party Beneficiaries. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any Customer or a prospective customer of Reseller with any remedy, claim, and cause of action or privilege against the Company or its Service Providers.
       12. Independent Contractors. Reseller and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the Parties. Reseller will have no authority to make or accept any offers or representations on the Company’s behalf. Reseller will not make any statement, whether on its Website or otherwise, that reasonably would contradict anything in this Agreement.
       13. Entire Agreement; Severance. This Agreement, which includes the specific policies referenced herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.