This Agreement ("Agreement") is entered into by and between you (the "Reseller") and its affiliates, subsidiaries and assignees and mySRS, through their authorized representatives, and takes effect on the date of execution by the final party (the "Effective Date").

Whereas, the Reseller's objective, through this Agreement, is to enhance its service offerings.

Whereas, mySRS is a registrar of sub-domains of the NZ country code top level domains, namely: .nz, co.nz, ac.nz, geek.nz, gen.nz, kiwi.nz, maori.nz, net.nz, org.nz, school.nz (the "Domain/s") and has established a Domain Registration Service (the "Service") for accomplishing such registrations on the Internet;

Whereas, by this Agreement, mySRS offers its Service to the Reseller;

Whereas, this Reseller service agreement ("Service Agreement" or "Agreement") is submitted to mySRS for the purpose of applying for and registering sub-domains of the NZ country-code top level domain ("Domain") on the Internet. Reseller agrees to be bound by the terms of this Service Agreement. mySRS may modify this Agreement and from time to time.

Now, Therefore, for and in consideration of the foregoing recitals, the parties have hereunto agreed as follows:

  1. Definitions

    1. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, electronically, orally or by inspection of tangible objects and includes information relating to either party's product plans, designs, protocols, products, know-how, processes, costs, prices, finances, marketing plans, business opportunities, personnel, research and development. The Reseller agrees that mySRS's databases, the customer data collected and aggregated by mySRS through the Domain registration process, and all mySRS processes and protocols provided by mySRS under this Agreement are the Confidential Information of mySRS. "Confidential Information" shall not include information that (i) is or enters the public domain through no fault of the receiving party; (ii) is known and has been reduced to tangible form by the receiving party prior to the time of disclosure and is not subject to restriction; (iii) is independently developed by the receiving party without access to or use of the Confidential Information; or (iv) is made generally available by the disclosing party without restriction on disclosure.

    2. "Reseller Platform" shall mean the reseller platform website, including all hardware operating system software, application software and associated databases, or the functional equivalent, which is maintained by mySRS exclusively for facilitating the registration and look-up of Domains by mySRS's Resellers.

    3. "Domain Registration Service" (the "Service") shall mean mySRS's service offering to mySRS's Reseller (the Reseler).

    4. "Domain" or "Domains" shall mean and include all sub-domains of the NZ country code top level domain.

  2. Development and Delivery

    1. mySRS Development. mySRS shall, at mySRS's sole expense, provide the Reseller with access to the Reseller Platform and certain mySRS Confidential Information. mySRS shall also provide e-mail support to facilitate the integration of the Service with the Reseller's service offerings.

  3. Rights

    1. Ownership. mySRS shall retain all right, title and interest in and to the Reseller Platform, including any and all modifications to the Reseller Platform, and mySRS's Confidential Information and shall not be obligated to pay to the Reseller any royalties or other consideration mySRS may receive for any licenses, assignments, sales, leases, or other transfers or distribution of mySRS's Confidential Information. The Reseller shall retain all right, title and interest in and to the Reseller service offerings and/or modification of its software, website systems and processes and shall not be obligated to pay to mySRS any royalties or other consideration it may receive for any licenses, assignments, sales, leases, or other transfers or distribution of the Reseller Platform, systems and/or processes.

    2. Right to Use the Reseller Platform. Subject to the terms and conditions contained herein, mySRS hereby grants to the Reseller and the Reseller accepts a non-exclusive, non-transferable, limited right to use mySRS's Reseller Platform, including all improvements, enhancements, modifications, revisions and updates thereto (whether created by mySRS, the Reseller or any third party), and mySRS's Confidential Information provided under this Agreement solely for the purpose of registration through mySRS's Reseller Program and no other purpose. The Reseller understands that this Agreement does not convey title to or ownership of mySRS's Reseller Platform and mySRS's Confidential Information as provided herein. As between mySRS and the Reseller, mySRS shall continue to own the Reseller Platform and mySRS's Confidential Information, including all trade secrets, copyrights, patents and other proprietary rights therein and any and all modifications thereto, whether created by mySRS, the Reseller or any third party. Other terms and conditions concerning the use of or access to mySRS's Reseller Platform shall be embodied in mySRS's Policies.

    3. Use Limitations. The rights granted in Paragraph 3.b above is subject to certain limits to the Reseller's use of mySRS's Reseller Platform and mySRS's Confidential Information, including, without limitation, each of the following:

      (A) Distribution. The Reseller agrees that it shall not, except as expressly provided herein, sublicense, license, rent, sell, loan, give or otherwise distribute all or any part of mySRS's Confidential Information (as defined in 1.a above) or any derivative works based upon mySRS's Confidential

      Information, to any third party, unless approved in advance and in writing by mySRS.

      (B) Access. The Reseller will restrict access to the Reseller Platform and mySRS's Confidential Information to its employees who are required to have access to the Reseller Platform or to mySRS's Confidential Information in connection with the performance of their duties for the Reseller in connection with this Agreement, and who are bound by written agreements containing obligations of confidentiality and appropriate works-for-hire language regarding the Registrar ownership of all inventions, discoveries and copyrightable works created by such employees.

      (C) Copies. The Reseller agrees that all data contained on mySRS's Reseller Platform is the Confidential Information of mySRS and that, except as provided in Paragraph 3.2 above, the Reseller shall not copy the data contained therein, or any other Confidential Information, in whole or in part, without the prior written consent of mySRS.

      (D) Proprietary Notices. The Reseller shall not alter, remove or conceal any copyright, patent, trade secret or other confidential/proprietary rights notices that may appear on or within the Reseller Platform, related documents or mySRS's Confidential Information.

    4. Attribution. During the term of this Agreement, each party agrees to attribute to and acknowledge the other party's contribution to this Agreement and all trademark copyrights and other ownership rights.
    5. Exclusivity. During the term of this Agreement, the Reseller shall not register NZ country code top-level domains through any registrar other than mySRS.
  4. Support and Compatibility

    1. Support. The Reseller shall provide its customers with end-user support for the registration of Domains at the Reseller's sole expense. For the term of this agreement, mySRS shall provide, at no cost to the Reseller, operational support to the Reseller for problems determined to be outside of and beyond the Reseller registration process and determined to be attributable to mySRS's system.

    2. Compatibility. mySRS further agrees to notify the Reseller of any change to the Reseller Platform.

  5. Obligations of the Reseller

    Reseller must:

    1. Provide complete, accurate and up-to-date contact information, including postal address, telephone numbers and email addresses. It is the Reseller's responsibility to ensure that this information is current at all times.

    2. Ensure that its employees, affiliates, and personnel offering domain name service are trained on and informed of all Reseller's obligations as specified in the Registrar-Reseller Agreement.

    3. Not portray itself as a part of the mySRS Registrar, as a joint venture or an affiliated company of mySRS in any representation to Registrants, whether via letters, emails or claims on the Reseller's website.

    4. Not perform any action that prevents any legitimate domain name registration or renewal.

    5. Not send a renewal notice for a domain name, or anything that could reasonably be construed to be a renewal notice, to a registrant or any other person, unless both:

      • the Reseller sending the renewal notice is the reseller-of-record; and
      • the recipient is noted on the register as either the registrant or one of the contacts for the domain name.

    6. Not make an offer to a registrant for whom they are not currently the reseller-of-record or to any person, for domain name services unless:

      • the offer does not include specific domain name or related information such as expiry or renewal dates and it is clear that the offer is a solicitation for new business;
      • the offer includes a statement that the registrant is under no obligation to respond in any way. The offer should specify that a registrant can choose to continue to manage their domain name registration through the registrant's current Registrar and that nothing will happen to their domain name, or their rights to it, if they do not respond;
      • it is clearly explained that any registrant may be required to transfer between Registrars if they accept the offer.

    7. Failure to abide by the terms of this Section may result in suspension or termination of the Reseller's account, at the sole discretion of mySRS.

  6. Marketing

    1. Press Release. The parties agree to cooperate with each other in a joint press release following the execution of this Agreement. Both parties shall agree upon the content, timing and necessity of all such press releases.

    2. Use of mySRS Logo. For the term of this Agreement, mySRS hereby grants to the Reseller and the Reseller accepts a limited, non-exclusive, non-transferable right to use and display, on its web site wherein it offers its web hosting, web design or related services, the mySRS logo designated by mySRS, for the sole purpose of identifying it as a member of mySRS's Reseller Program. mySRS will provide the Reseller with electronic versions of the mySRS logo and trademark for the Reseller's use. All representations of the mySRS logo and trademark that the Reseller uses will be exact copies of those provided by mySRS. mySRS reserves the right to designate or change the mySRS logo and the Reseller's compliance with this provision shall commence upon receipt of notice from mySRS.

  7. Payment Provisions

    Effectivity of Registration. Unless otherwise provided herein or in mySRS's policies, the registration of Domains shall be effective upon registration of Reseller through the Reseller Platform. In the event the Reseller fails to pay for domains registered on the agreed period of time, the names will be terminated and be made available again.

  8. Confidentiality

    1. Non-disclosure. Each party shall protect the other party's Confidential Information from unauthorized dissemination and use, with the same degree of care that such party uses to protect its own like information, but in no event less than reasonable care. Neither party will use the other party's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Neither party will disclose to third parties the other party's Confidential Information without the prior written consent of the other party. The Reseller further agrees not to use mySRS's Confidential Information in connection with the operation of a reseller or registrar of Domains. Except as expressly provided in this Agreement, no license or other rights are granted in any Confidential Information received by a party under this Agreement. Both parties acknowledge that the restrictions relating to Confidential Information contained in this Agreement are reasonable and necessary to protect their legitimate interests and that violation of these restrictions will cause irreparable damage to the other party and each party agrees that the other party will be entitled to injunctive relief against each violation.

    2. Development Rights. The parties' obligations of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without the use of the other party's Confidential Information.

  9. Warranties and Representations

    1. The Reseller. The Reseller hereby warrants and represents that (i) it has all requisite corporate power and corporate authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution, performance and delivery of this Agreement has been duly authorized by the Reseller; and (iii) no approval, authorization, registration, filing, consent or other action of any governmental, quasi-governmental or regulatory authority in the Reseller's country is required or necessary to be obtained, taken or made by the Reseller or mySRS in order for either of the parties to enter into and perform its obligations under this Agreement or for this Agreement to be fully valid and enforceable against the Reseller and mySRS according to the terms and conditions set forth herein.

    2. mySRS. mySRS hereby warrants and represents that (i) it has all requisite corporate power and corporate authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution, performance and delivery of this Agreement has been duly authorized by mySRS.

  10. Limtation of Liability

    NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOSS OF DATA, OR USE OF EQUIPMENT.

  11. Non-Exclusivity

    1. Non-exclusivity. Except as otherwise provided herein, the parties agree and hereby acknowledge that no promises or understandings of exclusivity have been made to induce either party to execute this Agreement. The Reseller may contract with, and apply the Reseller software, website, systems and/or processes to other Internet registries or registrars. mySRS may contract with and apply the Domain Registration Service and mySRS's Confidential Information to other Internet and On-Line Service Providers.

    2. Preference. the Reseller hereby agrees that mySRS's Service and associated linkages, pointers and references used by the Reseller for registration of Domains will appear in the same or equally prominent position as the registry or registrar of other country code TLD or other global TLDs in all the Reseller products and services which offer access to domain name registration services for the Internet.

  12. Termination

    1. Term. The term of this Agreement shall commence as of the date on which this Agreement is electronically signed and submitted to mySRS and shall continue for a period of three (3) years or until terminated as provided in this Section.

    2. Termination For Cause. Either party may suspend performance and/or terminate this Agreement immediately upon written notice at any time if:

      1. the other party is in material breach of any material warranty, term, condition or covenant of this Agreement, other than those contained in Section 8, and fails to cure that breach within thirty (30) days after written notice thereof; or

      2. the other party is in material breach of Section 8.

    3. Termination For Convenience. Either party may terminate this Agreement at any time, without cause, upon thirty (30) days' prior written notice to the other party.

    4. Effect of Termination. In the event of termination of this Agreement for any reason, Sections 8, 9, 10, 15, 16, and 17 shall survive. Neither party shall be liable to other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.

  13. Relationship of the Parties

    Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties.

  14. Taxes

    Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties.

  15. Assignment

    Neither party may assign this Agreement without the prior approval of the other party, which approval shall not be unreasonably withheld. This Agreement shall be binding upon and inure the benefit of each party's respective successors and lawful assignees.

  16. Construction

    If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.

  17. Entirety

    This Agreement shall not be effective until signed by both parties. This Agreement constitutes the entire agreement between parties with respect to the services and all other subject matter hereof and supersedes all prior and contemporaneous communications.

    IN WITNESS WHEREOF, the parties have entered into this Agreement.

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