Definitions

Name.ly/PRO is a hosting service provided to third parties by Name.ly Platform (hereinafter referred to as Name.ly/PRO or PLATFORM) is designed for domain owners to let them provide similar services as those of Name.ly/Sites owned and operated by Name.ly.

These terms extend and comprehend Name.ly‘s Terms of Service (collectively, hereinafter referred to as AGREEMENT) that regulate the end-user usage of PLATFORM.

Name.ly/PRO account

Domain name owner, (being a private individual or a legal entity, and affiliated persons and affiliated entities, collectively referred to herein as DOMAIN NAME OWNER), can apply for a Name.ly/PRO account, and by such an application subscribe to this AGREEMENT.

DOMAIN NAME OWNER confirms that (s)he/it retains the entire right, title and interest in and to DOMAIN NAME, trademark rights, all goodwill associated with DOMAIN NAME, and all natural Internet traffic to DOMAIN NAME (collectively referred hereto as DOMAIN NAME).

Upon the application, DOMAIN NAME OWNER delegates the operation of DOMAIN NAME to Name.ly/PRO PLATFORM by the means of changing the name servers to the Name.ly‘s ones.

Operation

After initial application screening and set-up Name.ly/PRO assumes the role of the technical administrator of DOMAIN NAME. DOMAIN NAME OWNER  is responsible for handing Name.ly‘s contact information via DOMAIN NAME whois record.

During the normal operational cycle, Name.ly/PRO will perform all essential actions related to the PLATFORM rules, not limited to the following:

• Performance checks
• Anti-spam and anti-fraud checks
• Daily system backups
• System, software and hardware updates and upgrades

Service Types

There are two sorts of service type provided by Name.ly/PRO:

• Link bundlers allowing multi-URL shortening
• Premium sub-domain subleasing

DOMAIN NAME OWNER is required to indicate the desired service type in the application. Though it is technically possible to switch from one service type to another during the normal DOMAIN NAME cycle, such changes are not encouraged and will be considered only on serious grounds.

Service Models

There are also two business models we follow with respect to cash proceeds:

• 50%50 revenue split
• All-inclusive

The details on how various types and models correspond can be found on Name.ly/PRO home page.

DOMAIN NAME OWNER is required to indicate the desired service model in the application. Though it is technically possible to switch from one service model to another in the case of sub-leasing service, during the normal DOMAIN NAME cycle, such changes will be subject to PLATFORM’s approval. Bundling services are only provided under all-inclusive model.

Fees and Payouts

Depending on the service type, the following payment schedules are agreed:

(A) 50%50: Name.ly/PRO will collect payments from the end-users, and, once cleared, PLATFORM will distribute 50% of the proceed to DOMAIN NAME OWNER.

(B) All-inclusive: DOMAIN NAME OWNER agrees to pay Name.ly/PRO flat monthly fee of US$ 99.00.

N.B. some transactional providers, require longer time to process the fees. E.g., it is 60 (sixty) days in the case of PayPal, Name.ly/PRO‘s default payment gateway.

Fair use policy

Flat package of all-inclusive model covers the client for 1,000,000 requests per day, which is beyond the limit for most of the clients. Should the client go above the 1,000,000 threshold, Name.ly/PRO reserves the right to increase the monthly fee on the pro rata basis.

Renewals and Name.ly/PRO escrow

Voluntarily, DOMAIN NAME can be placed into the escrow. PLATFORM will then take care of domain name renewals and reimburse them from the end-user proceeds in the case of reseller service type, or extra annual charges in the case of bundler hosting.

The advantage to DOMAIN NAME OWNER is that DOMAIN NAME will then qualify for a Name.ly/Site. This will widen DOMAIN NAME exposure across the PLATFORM resulting in more sales and hence more proceeds to DOMAIN NAME OWNER.

If Name.ly/PRO escrow is not used, DOMAIN NAME OWNER is responsible for DOMAIN NAME renewals.

Changes

Name.ly/PRO reserves the right, at its sole discretion, to improve the level of services to add, modify or replace features provided. Name.ly/PRO may also, in the future, offer new services and/or features through PLATFORM (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this AGREEMENT.

Termination

Name.ly/PRO may terminate ARGEEMENT, if DOMAIN NAME OWNER has materially breach this AGREEMENT and failed to cure such breach within thirty (30) days from Name.ly’s notice to thereof; provided that, Name.ly can terminate ARGEEMENT immediately as part of a general shut down of the service. With or without cause, if operation of DOMAIN NAME poses any legal, physical or resource threat to Name.ly/PRO and/or its users and/or other third-parties, Name.ly/PRO may terminate ARGEEMENT, with or without notice, effective immediately.

All provisions of this AGREEMENT which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

DOMAIN NAME OWNER should provide Name.ly/PRO thirty (30) days notice in the following cases:

• Change of DOMAIN NAME OWNER
• Change of DOMAIN NAME name servers
• DOMAIN NAME termination (in this particular case, Name.ly/PRO will have and may exercise an option to buy DOMAIN NAME prior to its deletion at the nominal renewal/transfer rate of the current or receiving registrar of DOMAIN NAME)

Name.ly/PRO will use thirty (30) days notice period to notify the end-users about service change or termination.

If DOMAIN NAME OWNER wishes to migrate DOMAIN NAME outside Name.ly/PRO, an additional charge of $60 per account (email + sub-domain + content) will be charged for all relative data-dumps. Supporting services will be billed at $100 hourly rate plus travel and other charges related to temporal relocation of Name.ly/PRO staff.

Disclaimer of Warranties

PLATFORM is provided “as is”. Name.ly and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Name.ly nor its suppliers and licensors, makes any warranty that PLATFORM will be error free or that access thereto will be continuous or uninterrupted.

Limitation of Liability

In no event will Name.ly, or its suppliers or licensors, be liable with respect to any subject matter of this AGREEMENT under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by DOMAIN NAME OWNER to Name.ly under this AGREEMENT during the twelve (12) month period prior to the cause of action. Name.ly/PRO shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

DOMAIN NAME OWNER represents and warrants that (i) DOMAIN NAME will be in strict accordance with the Name.ly Privacy Policy, with this AGREEMENT and with all applicable laws and regulations (including without limitation any local laws or regulations in related country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States, the United Kingdom or the country in which DOMAIN NAME OWNER resides) and (ii) DOMAIN NAME will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

DOMAIN NAME OWNER agrees to indemnify and hold harmless Name.ly, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of operation DOMAIN NAME, including but not limited to violation of this AGREEMENT.

Miscellaneous

This AGREEMENT constitutes the entire agreement between Name.ly and DOMAIN NAME OWNER concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Name.ly, or by the posting by Name.ly of a revised version. Except to the extent applicable law, if any, provides otherwise, this AGREEMENT, any access to or use of DOMAIN NAME will be governed by the British laws, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be England and Wales and courts located in London, United Kingdom. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this AGREEMENT shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in London, United Kingdom, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this AGREEMENT shall be entitled to costs and attorneys’ fees. If any part of this AGREEMENT is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this AGREEMENT or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. DOMAIN NAME OWNER may assign his/her/its rights under this AGREEMENT to any party that consents to, and agrees to be bound by, its terms and conditions; Name.ly may assign its rights under this AGREEMENT without condition. This AGREEMENT will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

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