
EXHIBIT A
STANDARD TERMS AND CONDITIONS
1. What We Do. April Sea is an accredited registrar with the Internet Corporation for Assigned Names and Numbers (“ICANN”) for the .com, .net and .org TLDs. ICANN oversees the .com, .net and .org TLDs. As an accredited domain name registrar, April Sea is, upon accepting a domain name registration application from you, your sponsor for that application. All domain name registrations we register for .com, .net and .org are not effective until we have delivered the domain name registration information you provide us to the registry administrator for the .com, .net or .org TLDs, as applicable, and the registry administrator puts into effect your domain name registration. Currently, the registry administrator for the .com, .net TLDs is Verisign, Inc and for .org, PIR, Inc.
You acknowledge and agree that April Sea cannot guarantee that you will obtain a desired domain name registration, even if an inquiry indicates that domain name is available, since April Sea cannot know with certainty whether or not an application for a domain name which you are seeking is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or related databases, including the WHOIS databases. Therefore, you agree April Sea is not liable or responsible to you or any third party in any way (a) if any domain names are indicated by April Sea as available but are not successfully secured for you, or (b) for any errors, omissions or any other actions by the registry administrator arising out of or related to your application and receipt of, or failure to receive, a domain name registration. You further agree, as required by ICANN, to indemnify, defend and hold harmless the registry administrator and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your domain name registrations.
2. Fees. As consideration for the Services you agree to pay April Sea, prior to the effectiveness of a desired domain name registration or any renewal thereof, the amounts set forth on Exhibit B to this Agreement; provided that, April Sea may in its sole discretion invoice credit-worthy customers (such credit-worthiness to be determined by April Sea in its sole discretion), for the domain name registration, which invoice shall be paid within thirty (30) days of delivery to such customer. As required by ICANN, all fees are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled or transferred prior to the end of your then current registration term. April Sea reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, in its sole discretion; provided, that, April Sea will use commercially reasonable efforts to advise you of any changes or new fees as soon as practicable following the effectiveness of such changes or new fees. Registration fees may be paid by certified check, wire transfer or credit card, as selected by April Sea in its sole discretion. In the event you charge such fees to a charge or credit card and such charge or credit card company effects a charge back, you agree that any domain name registrations relating to such charge back shall be transferred to April Sea as the paying entity for that registration to the registry and that we reserve all rights regarding such domain names including, without limitation, the right to make the domain names available to other parties for purchase. We will reinstate your domain name registrations solely at our discretion, and subject to our receipt of the initial registration or renewal fee and our then-current reinstatement fee, currently set at US$200 per such domain name registration. You will be notified when renewal fees are due. Should these fees go unpaid within the time specified in a second notice or reminder regarding renewal in the absence of extenuating circumstances, your registration will be cancelled. Payment of renewal fees shall be made in the manner described above in this Section 2.
3. Transfer of Registrant. April Sea will consider the entity named as the administrative contact for a domain name at the time the controlling user name and password are secured as the registrant of that domain name. You further agree that as a condition of any such transfer of registrant of your domain name, as required by ICANN, the entity to which you seek to transfer your domain name (the “Transferee”) shall agree in writing to be bound by all terms and conditions of this Agreement. Any transfer in violation of this Section 3 will be null and void.
4. Dispute Policy. In the event of any dispute with respect to a domain name, you agree to be bound by the Universal Dispute Resolution Policy (UDRP) implemented by ICANN, as it is in effect at the time of such dispute (“Dispute Policy”). The Dispute Policy is hereby incorporated and made a part of this Agreement by reference for all purposes. You also agree that, in the event a domain name dispute arises with any third party, you will indemnify and hold April Sea harmless pursuant to the terms and conditions contained in the Dispute Policy.
5. Changes to Registration Agreement and Dispute Policy. You acknowledge that the domain name system and the practice of registering and administering domain names are evolving, and therefore you agree that April Sea may modify this Agreement and the Dispute Policy if necessary to comply with its ICANN Accreditation Agreement (“Accreditation Agreement”), and any other similar agreements that April Sea is currently bound by or is bound by in the future. April Sea will use commercially reasonable efforts to notify you of any material changes to this Agreement and the Dispute Policy as soon as practicable following the effectiveness of such changes.
6. Domain Name Registration Information and Its Use.
a. Information You Are Required to Submit. You hereby agree and acknowledge that, as part of the registration process and as required by ICANN, you are required to provide certain information and to update promptly this information as needed to keep it current, complete and accurate. The information you are obligated to provide and keep current in connection with the domain name you are registering will be set forth in the domain name registration application. You agree and acknowledge that when you renew your domain name registration, the type of information you are required to provide may have changed. If you do not wish to provide the new required information, your registration may not be renewed.
b. Additional Information Maintained About Your Registration. In addition to the information you provide, we maintain records relating to your domain name registration, as required or permitted by ICANN. These records may include: (i) the original creation date of the registration; (ii) the submission date and time, and the contents, of the registration application (including any updates) to us and by us to the proper registry; (iii) communications (electronic or paper form) constituting registration orders, modifications, or terminations and related correspondence between you and us; (iv) records of account for your domain name registration, including dates and amounts of all payments and refunds; (v) the IP addresses of the primary nameserver and any secondary nameservers for the domain name; (vi) the corresponding names of those nameservers; (vii) the name and postal address of the domain name holder; (viii) the name, postal address, e-mail address, voice telephone number, and where available, fax number for each of the technical contact, billing contact, administrative contact and zone contact for the domain name; (ix) the expiration date of the registration; (x) our name as registrar of the domain name; and (xi) information regarding all other activity between you and us regarding your domain name registration and related services.
c. Obligations Relating to Provided Data. In the event that, in registering the domain name, you are providing information about a third party, or license your domain name registration to a third party, you hereby represent that you have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) that you have obtained that third party's express consent to the disclosure and use of that party's information as set forth in this Agreement. You acknowledge that willfully providing inaccurate or unreliable information or willfully failing to update information promptly will constitute a material breach of this Agreement and will be sufficient basis for cancellation of your domain name registration. You further agree that your failure to respond for over fifteen (15) calendar days to inquiries by April Sea concerning the accuracy of contact details associated with your registration shall constitute a material breach of this Agreement and will be sufficient basis for cancellation of your domain name registration. The terms of this paragraph are required by ICANN.
d. Disclosure and Use of Registration Information. You agree and acknowledge that April Sea will make available domain name registration information you provide or that we otherwise maintain to ICANN, to the registry administrator(s), and to other third parties as ICANN and applicable laws may require or permit. You further agree and acknowledge that April Sea may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information you provide, for purposes of inspection (such as through our WHOIS service) or for targeted marketing and other purposes as required or permitted by ICANN and applicable laws. Additionally, you acknowledge that ICANN may establish guidelines, limits and/or requirements that relate to the amount and type of information that April Sea may or must make available to the public or to private entities, and the manner in which such information is made available. We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Agreement. April Sea will take reasonable precautions to protect the information it obtains from you from our loss, misuse, unauthorized access, disclosure or use, or alteration or destruction of that information. April Sea will have no liability to you or any third party to the extent such reasonable precautions are taken.
7. Ownership of Data. April Sea does not have any ownership interest in your specific personal registration information outside of its rights in our domain name database. You agree and acknowledge that April Sea has license to use all database, compilation, collective and similar rights, title and interests worldwide in our domain name database, and all information and derivative works generated from the domain name database. You further agree and acknowledge that we have license to use the following information for those registrations for which we are the registrar, including, without limitation: (a) the original creation date of the registration, (b) the expiration date of the registration, (c) the name, postal address, e-mail address, voice telephone number, and where available fax number of the technical contact, administrative contact, zone contact and billing contact for the domain name registration, (d) any remarks concerning the registered domain name that appear or should appear in the WHOIS or similar database, and (e) any other information we generate or obtain in connection with the provision of domain name registration services, other than the domain name being registered, the IP addresses of the primary nameserver and any secondary nameservers for the domain name, and the corresponding names of those nameservers.
8. Agents and Licenses. You agree that, if you are registering a domain name for someone else, you represent that you have the authority to nonetheless bind that person as a principal to all terms and conditions provided herein, including the Dispute Policy. As required by ICANN, you agree that if you license the use of the domain name registered to you to a third party, you nonetheless remain the domain name holder of record, and remain responsible for all obligations under this Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both your own full contact information, and accurate technical, administrative, billing and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name and domain name registration. As further required by ICANN, you shall accept liability for harm caused by wrongful use of the domain name, unless you promptly disclose the identity of the licensee to a party providing you with reasonable evidence of actionable harm.
9. Limitation of Liability. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFULL MISCONDUCT YOU AGREE THAT APRIL SEA WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) SUSPENSION OR LOSS OF YOUR DOMAIN NAME REGISTRATIONS, (b) USE OF YOUR DOMAIN NAME REGISTRATIONS, (c) INTERRUPTION OF BUSINESS, (d) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS BY THE DOMAIN NAMES REGISTERED BY YOU; (e) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION. (f) EVENTS BEYOND APRIL SEA'S REASONABLE CONTROL; (g) THE PROCESSING OF THIS APPLICATION; OR (h) APPLICATION OF THE DISPUTE POLICY OR ANY ICANN ADOPTED POLICIES. APRIL SEA ALSO 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 APRIL SEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL APRIL SEA'S MAXIMUM AGGREGATE LIABILITY EXCEED (I) WITH RESPECT TO EACH DOMAIN NAME REGISTERED BY YOU, THE TOTAL AMOUNT PAID BY YOU FOR REGISTRATION OF THAT DOMAIN NAME, BUT IN NO EVENT GREATER THAN FIVE HUNDRED DOLLARS (US$500.00), AND (II) NO MORE THAN FIVE HUNDRED DOLLARS (US$500.00) OTHERWISE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. Indemnification of April Sea. You agree to defend, indemnify and hold harmless April Sea for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand related to the registration or use of the domain name registered in your name. This indemnification is in addition to any indemnification required under the Dispute Policy.
11. Representations and Warranties. As required by ICANN, you represent that, to the best of your knowledge and belief, neither the registration of the domain name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your domain name registration is accurate and current. ALL DOMAIN NAME REGISTRATION SERVICES ARE PROVIDED TO YOU “AS IS.” Except for our statement regarding our accreditation as an ICANN-approved domain name registrar in the introductory paragraph of this Agreement, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ITS DOMAIN NAME REGISTRATION SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION TO THE FOREGOING, APRIL SEA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE YOU EITHER FROM CHALLENGES TO YOUR DOMAIN NAME REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME REGISTERED TO YOU.
12. Breach and Revocation. April Sea reserves the right to suspend, cancel, transfer or modify your domain name registration in the event (a) you materially breach this Agreement (including the Dispute Policy) and do not cure such breach within thirty (30) days of notice by April Sea, (b) you use the domain name registered to you to send unsolicited commercial advertisements (e.g., “spamming”) in contradiction to either applicable laws or customary acceptable usage policies of the Internet, (c) you use your domain name in connection with unlawful activity, or (d) grounds arise for such suspension, cancellation, transfer or other modification as provided for in this Agreement. You further acknowledge and agree that your registration of a domain name is subject to suspension, cancellation or transfer by any ICANN procedure, by any registrar (including April Sea) or registry administrator procedures not inconsistent with an ICANN-adopted policy, or by any other ccTLD registry administrator procedures as the case may be, (X) to correct mistakes by April Sea, another registrar or the registry administrator in administering the name or (Y) for the resolution of disputes concerning the domain name. You also agree that April Sea shall have the right to suspend, cancel, transfer or otherwise modify a domain name registration upon seven (7) calendar days prior written notice, or at such time as April Sea receives a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the suspension, cancellation transfer or modification of the domain name registration.
13. Governing Law. Except as otherwise set forth in the Dispute Policy with respect to disputes, this Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the Country of Vietnam, as if the Agreement was a contract wholly entered into and wholly performed within the Country of Vietnam.
Except as otherwise set forth in the Dispute Policy with respect to disputes, any action to enforce this Agreement or any matter relating to your use of the April Sea site shall be brought exclusively in the Country of Vietnam, or if there is no jurisdiction in such court, then in a state court in Country of Vietnam. Notwithstanding the foregoing, for the adjudication of disputes concerning or arising from use of domain names registered hereunder, you shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (a) of the domain name holder's domicile, and (b) where April Sea's headquarters are located, Country of Vietnam.
14. General. Any notice required to be given hereunder shall be given in writing and delivered personally, sent by certified mail, return receipt requested, by email or by Federal Express or other recognized overnight delivery service to each of the parties at their respective addresses herein above set forth or at such other addresses as any party may hereafter notify the other of in such manner. Any notices sent by certified mail shall be deemed given on the day such notice is received.
Neither party may assign this Agreement, or any of its rights, interests or obligations without the prior written approval of the other party, which approval shall not be unreasonably withheld, provided, however, that each party may assign all of its rights and obligations hereunder to an entity that agrees in writing to be bound to the terms of this Agreement in connection with a merger, acquisition or sale of all or substantially all of such party’s assets. All of the terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The failure of April Sea to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by April Sea of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of April Sea.