This TRUSTEE SERVICES AGREEMENT ("Agreement") is made by and between SearchFit eCommerce Solutions Pvt. Ltd., an India Corporation ("SESPL") and you and your heirs, agents, successors and assigns (collectively, "Customer"), and is made effective as of the date of the appointment of the Trustee Services ("Services"). This agreement sets forth the terms and conditions of your use of SESPL’s Trustee Services.
SearchFit eCommerce Solutions Pvt. Ltd. ("SESPL") provides the Services under this Agreement in conjunction with 101domain, Inc., an ICANN-Accredited Registrar (“101domain”). Your acceptance of this Agreement signifies that you have read, understand, acknowledge, and agree to be bound by these terms and conditions along with all other applicable 101domain agreements which are incorporated herein by reference.
The terms "we", "us", or "our" shall refer to SESPL. The terms "you", "your", "user", or "customer" 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 unless explicitly stated herein.
1. Description of Services
SESPL’s Trustee Services provide the legal presence or satisfaction of various ccTLD registry requirements needed to register and manage a domain name in various jurisdictions or zones worldwide.
The Services generally allow you to:
a. Designate persons or entities ("Trustee") under separate agreement with SESPL to act as a registrant and/or agent for ownership and/or management and service of your domain name;
b. Satisfy local presence requirements for certain ccTLDs which require this to register and/or manage a domain name in the specified zone.
By accepting this Agreement, you hereby appoint and authorize SESPL’s Trustee to act as required to provide the Services. Actions and authority required by SESPL and the Trustee vary depending on the requirements of the ccTLD which you apply for. You agree to sign, electronically or otherwise, or provide any additional agreements or documents as they are required by the Trustee in order to provide the Services under this Agreement.
In rare cases, for certain ccTLDs, the use of, and subscription to, our Trustee Services may be required in order for us to manage your domain name regardless of whether you are able to satisfy the Registry requirements (for example, including, but not limited to: .CW, .COM.AR, .EE, .RS, .AL, .BG, .GE, .COM.BN, .IQ, .SK, .CL, .SY). In these cases, the Site will clearly state this requirement.
Refusal to provide the necessary signature(s) or provide the requisite agreement(s) as required by the Trustee in order to provide the Services shall terminate this Agreement with respect to the individual domain name which was applied for and may terminate your application, registration, or use of your domain name.
This appointment shall apply to each respective domain name individually that is ordered under this Agreement. You acknowledge that each appointment acts independently from one another with respect to this Agreement and each domain name registered and renewed under this Agreement.
You acknowledge that acceptance of this Agreement is required only once per user account with SESPL and each time the Agreement is modified or updated per the terms outlined in this Agreement.
3. Customer's Obligations
You warrant that the application, registration, and use of the domain name under this Agreement and the Domain Registration Agreement with SESPL does not (i) infringe on any third party intellectual property rights such as trademarks, trade names, copyrights, etc., (ii) conduct any illegal activities, including but not limited to, spamming, phishing, trading pirated or illegal merchandise, distributing copyrighted digital media (movies, music, books, software, etc.), (iii) host an IRC facilitating illegal or infringing content, acts of terrorism, or acts that otherwise violate laws in any country or jurisdiction in which the domain name is accessible.
You shall inform SESPL within five (5) business days in writing by fax or email in the event the registration and/or use of the domain name is threatened with legal action. Such notice shall be sent via registered mail, fax, or email to:
SearchFit eCommerce Solutions Pvt. Ltd.
407, Pratap Bhawan,
5, B.S.Z Marg,
New Delhi 110002
You shall respond to any inquiries by SESPL or Trustee in sufficient detail within five (5) business days with respect to the domain name registration under this Agreement by fax or email. SESPL reserves the absolute right in its sole discretion to shorten this time outside of normal circumstances when it deems necessary or when required by a ccTLD operator ("Registry") or legal authority.
You shall keep your account contact information complete and accurate with SESPL at all times. SESPL is not responsible and assumes no liability for your failure to receive an email notification if such failure results from inaccurate or out-dated account information.
If you do not strictly adhere to this Agreement, SESPL may, at its sole discretion, take all necessary action in response to alleged violations of law, including suspension, deletion, cancellation, or release of the domain name under this Agreement.
4. Trustee's Obligations
Trustee shall perform all tasks assigned to and required of it by you or SESPL in its capacity under this Agreement, and any additional agreements executed under Section 2, to protect your interests in, and enjoyment of, the domain name so long as it does not violate any laws in any jurisdiction in which the domain name is accessible or contradict your agreements with SESPL, or agreements with the respective Registry of the domain name.
Trustee will execute all instructions provided by you through SESPL in regards to the configuration of the domain name, domain name records, renewal, expiration, or transfer of the domain name to another party.
Trustee shall promptly notify SESPL and/or you of any questions or issues concerning the domain name registration under this Agreement.
Trustee is not obligated to execute any additional agreements related to the domain name unless it is reasonably required to register, renew, or transfer the domain name or configure domain name records. This exclusion applies to any requirements imposed by Certificate Authorities to issues SSL certificates or to verify any additional information not provided for in this Agreement.
5. Disputes with Third Parties
In the event Trustee is called upon by a third party or legal action to release, transfer, or delete the domain name, Trustee shall notify you and/or SESPL in accordance with this Agreement. You shall reply to SESPL whether you intend to defend your rights to the domain name or whether the domain name is to be released, transferred, or deleted.
In the event you agree to release, transfer, or delete the domain name, Trustee will take all actions necessary to effect the release or transfer of the domain name to the third party or deletion of the domain name. Consequently, this Agreement shall be terminated upon such action with respect to the domain name.
In the event you do not respond to SESPL and the Trustee in accordance with this Agreement, Trustee reserves the right to proceed with the action communicated in accordance with the Agreement.
In the event you choose to defend your rights to the domain name, you shall indemnify and hold harmless Trustee and SESPL against any and all legal actions. You shall be responsible for all costs, expenses, and damages incurred by Trustee and SESPL in connection with said legal actions which arise from Trustee or SESPL’s responsibilities under this Agreement. Should you not comply with your obligations in this section, this Agreement shall be terminated immediately.
6. Term and Termination
This Agreement shall commence on the first day that domain registration is effective and fees are paid and shall remain in force continuously and uninterrupted so long as the domain name remains with the SESPL until the expiry date, or in which case you renew the domain name with SESPL and Trustee, this Agreement shall automatically renew.
You may terminate this Agreement at any time without written notice. Upon termination, you must replace all Trustee information and obligations related to the domain name with complete and valid information which satisfies the requirements of the respective ccTLD Registry and SESPL and agree to release SESPL and the Trustee from all further responsibilities with the domain name to effect the termination of this Agreement. In the case that you terminate this Agreement before the expiry date, you are not entitled to any refunds or prorated refunds of fees paid.
In the case in which you wish to transfer the domain name to another registrar, you must replace Trustee as any and all contacts of the domain name prior to transferring to gaining registrar. In many cases, you must agree to pay SESPL an additional fee for the contact or ownership update and/or renew the domain name as required by the terms and conditions of the respective ccTLD registry prior to the transfer.
SESPL reserves the right to approve the transfer of the domain name prior to meeting the terms set forth in this section.
In the event of any change in ownership, this Agreement will be void and terminated. A new Agreement must be executed subject to Trustee being re-appointed to, and approval of, the domain name.
In any case, and for any reason, that the domain name under this Agreement is deleted or transferred before the domain name registration period ends, you shall not be entitled to any refunds or prorated refunds of fees paid.
You further acknowledge and agree that SESPL is not liable for termination or deletion of the domain name or its usage under this Agreement due to circumstances beyond its control, including but not limited to, technical or administrative problems with the respective Registry or changes of laws, policies or procedures of the Registry, United States, and/or jurisdiction(s) within which the respective Registry operates.
Termination, transfer, or deletion of the domain name for any reason whatsoever automatically terminates this Agreement.
You agree to indemnify SESPL and Trustee against any and all losses and liability (including, without limitation, legal expenses and court costs) of every kind or nature arising directly or indirectly from any breach of your obligations arising under or in connection with this Agreement. You also agree to indemnify SESPL and Trustee against any and all losses and liability arising from third party or legal claims against not only the domain name holder, but also against SESPL and/or Trustee. This indemnification exists regardless of negligence or fault.
SESPL agrees to indemnify you against any and all losses due to intentional or gross negligence of SESPL and/or Trustee or material breach of this Agreement by SESPL and/or Trustee. If SESPL and/or Trustee’s breach of this Agreement is not due to intentional acts or gross negligence, the liability shall be strictly limited to the fees SESPL has collected under this Agreement in respect to the individual domain name.
8. Warranty Disclaimer
SESPL, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED HEREUNDER, ITS WEBSITES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL SERVICES, AS WELL AS THE WEBSITE, ARE PROVIDED "AS IS". YOUR SUBSCRIPTION TO, AND USE OF, SESPL’S SERVICES AND ITS WEBSITE ARE ENTIRELY AT YOUR RISK. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
9. Limitations of Liability
YOU AGREE THAT SESPL WILL NOT BE LIABLE FOR ANY (1) SUSPENSION OR LOSS OF THE SERVICES; (2) TERMINATION OF THE SERVICES OR DOMAIN NAME DUE TO THE CHANGE AND/OR ENFORECEMENT OF TERMS AND CONDITIONS, POLICIES OR PROCEDURES IMPOSED BY CCTLD REGISTRIES OR THEIR REPSECTIVE LEGAL JURISDICTION; (3) USE OF THE SERVICES; (4) INTERRUPTION OF THE SERVICES OR INTERRUPTION OF YOUR BUSINESS; (5) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEBSITE OR SERVICES OR DELAYS OR ACCESS INTERRUPTIONS YOU EXPERIENCE IN RELATION TO THE SERVICES; (6) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL INCLUDING THE CHANGE OR ENFORECEMENT OF TERMS AND CONDITIONS IMPOSED BY CCTLD REGISTRIES OR THEIR RESPECTIVE LEGAL JURISDICTION; (7) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (8) OR LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU ALSO AGREE THAT SESPL 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE USE OF THE SERVICES, BUT IN NO EVENT GREATER THAN THE AMOUNT FOR THE PRIOR 12 MONTHS OF SERVICES PAID FOR UNDER THIS AGREEMENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The terms of this Agreement and information and data that one party (the "Receiving Party") has received or will receive from the other party (the "Disclosing Party") in connection with the this Agreement are proprietary and confidential information ("Proprietary Information") of the disclosing party, including without limitation, any and all technical and non-technical information.
Each of the parties agrees that they will not use, disseminate, or in any way disclose any Proprietary Information of the other party to any third party (except as required by law), nor use the Proprietary Information for any purpose not permitted under this Agreement. The nondisclosure obligations set forth in this section shall not apply to information that was previously available in the public domain prior to or during the term of this Agreement.
You may not assign any of your rights or privileges, or delegate any of your duties or obligations hereunder, in whole or in part, by operational of law or otherwise, to any third party without the prior written consent of SESPL. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
SESPL reserves the right, in its sole and absolute discretion, to change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and without notice. Any such changes or modification shall be effective immediately upon posting to the website. If you do not agree to be bound by this Agreement as last revised as indicated by the “Last Revised” date located at the bottom of this Agreement, do not use or continue to use the Services. SESPL may occasionally notify you of changes or modifications to this Agreement or the Services by email so it is very important that you keep your account information current and up to date. SESPL is not responsible and assumes no liability for your failure to receive an email notification if such failure results from inaccurate or out-dated account information.
This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter herein. Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or unenforceability of any of the terms of this Agreement in any other jurisdiction. A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement. The headings contained in this Agreement are for convenience only and shall not affect meaning or interpretation of this Agreement.
12. Governing Law
This Agreement and its subject matter shall be governed in accordance with the laws of India without regard to conflict of laws and principles contained therein. All controversies arising hereunder shall be brought in the courts located in India.