Domain Names Head Office (DNHO)
Affiliate Agreement

1. THE PARTIES

1.1: DNHO is a worldwide business engaged in providing Internet domain name registration services for second-level domain names within the .com, .org, .net, .ca, .cc, .st and .tv top-level domains and for third-level domain names within the .co.uk and .org.uk second-level domains. DNHO has been granted the right to act as a registrar service provider.

1.2: The Affiliate wishes to initiate the registration of second-level and/or third level domain names through DNHO. This Agreement sets forth the terms and conditions of your relationship and co-operation with DNHO. Schedule A - DNHO Registration Agreements which can be found online at: http://www.DomainNamesHeadOffice.com/common/legal.html and Schedule B - DNHO Current Pricing, found online at http://www.DomainNamesHeadOffice.com/fees.html are incorporated into this agreement by reference and deemed to be part of this Agreement. To complete the registration process, you must acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement, any rules or policies of DNHO, OpenSRS, and ICANN that may be established from time to time.

2. TERM

2.1: The term of this Agreement shall commence on the date of the Affiliate's application, and shall end when either party gives notice of the termination.

3. REGISTRATION FEES

3.1: During the Term, the Affiliate shall pay (or cause to be paid to) DNHO the scheduled fee for each domain name registration.

4. LICENSE

4.1: DNHO hereby grants the Affiliate a limited license to use the DNHO service to register domain names on behalf of its clients during the Term.

4.2: Under the terms of this agreement, the Affiliate shall not:

1. sub-license the use of (or allow access to) DNHO services by any party other than employees, contractors, and agents of the Affiliate;
2. permit the use of DNHO services in violation of any applicable regulation or law;
3. use any form of spam in their promotion on DNHO services.

4.3: The Affiliate agrees to prevent DNHO services from being used for:

1. high volume, automated, electronic processes that apply to DNHO for large numbers of domain names;
2. high volume, automated, electronic, repetitive queries for the purpose of extracting data from the DNHO service; or
3. the use of data to compile or collect customer identity or other demographic information.

We view Paras 4.2 and 4.3 so seriously that any Affiliate adjudged in breach may be subject to immediate suspension and forfeiture of outstanding commissions.

5. USE OF CONFIDENTIAL INFORMATION

5.1: In this Agreement, "Confidential Information" means all information accessed from DNHO by the Affiliate.

5.2: The Affiliate's use and disclosure of Confidential Information are subject to the following terms and conditions:

1. The Affiliate shall treat the Confidential Information as strictly confidential, and use all reasonable efforts and procedures to protect and preserve its secrecy and confidentiality;
2. The Affiliate shall not disclose any Confidential Information, except to its officers and employees on a "need to know" basis on the condition that such personnel are advised of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality.
3. The Affiliate shall not prepare any derivative works based on the Confidential Information.

5.3: In the event of termination of this Agreement, all Confidential Information in the control of the Affiliate shall immediately be returned to DNHO. The Affiliate shall provide full disclosure to DNHO of all unauthorized disclosures and/or uses of any Confidential Information and the obligations of this Article 5 shall survive such termination and remain in full force and effect.

6. OBLIGATIONS OF DNHO

6.1: DNHO shall allow the Affiliate access to the DNHO system, and enable the Affiliate to transmit domain name registration information to DNHO. DNHO retains the right to, from time to time, make modifications to the systems licensed hereunder to enhance functionality or otherwise improve the DNHO service.

6.2: DNHO will settle monthly (in full) Affiliate Commissions which exceed $50 by cheque, drawn and mailed to the address provided by the Affiliate, on or before the 14th day of the month immediately following (ie: commissions due to Affiliates for the month of July will be mailed on or before August 14th). Affiliate Commission balances that are less than $50 will be carried forward to the following month until such time as the balance exceeds $50.

7. OBLIGATIONS OF THE AFFILIATE

7.1: As part of the registration of second-level and third-level domain registrations, the Affiliate shall submit all information to DNHO using the appropriate protocols determined by DNHO from time to time. The Affiliate acknowledges and agrees that it shall have no right, title or interest in or to the elements consisting of the domain name registered, the IP addresses of nameservers, and the identity of the registering registrar for propagation of and the provision of authorized access to the top-level domain zone files.

7.2: The Affiliate shall ensure that each domain holder agrees to be bound by the terms and conditions of the appropriate DNHO Registration Agreements as set out in Schedule A, located at: http://www.DomainNamesHeadOffice.com/common/legal.html, as amended from time to time.

7.3: The Affiliate agrees to authenticate every connection with DNHO using its Affiliate password, which it shall disclose only to its employees on a "need to know" basis and shall notify DNHO within one hour of learning that its key or password has been compromised in any way.

7.4: The Affiliate agrees DNHO may in its sole discretion, temporarily suspend access to the DNHO system at anytime.

8. REPRESENTATIONS AND WARRANTIES

8.1: The Affiliate represents and warrants that it has all requisite power and authority to enter into this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Affiliate.

8.2: Affiliate acknowledges that DNHO service is provided without warranty of any kind. DNHO expressly disclaims all warranties and/or conditions, express or implied, including but not limited to, the implied warranties and conditions of merchantability or satisfactory quality and fitness for a particular purpose and non-infringement of third party rights. DNHO does not warrant that the functions contained in the DNHO system will meet the Affiliate's requirements or that the operation of the system will be uninterrupted or error-free, or that defects in the system will be corrected. Furthermore, DNHO does not warrant or make any representations regarding the use or the results of the system or related documentation in terms of their correctness, accuracy, reliability, or otherwise. Should the system prove defective, the Affiliate assumes the entire cost of all necessary servicing, repair, or correction as suffered by them.

9. TERMINATION

9.1: This Agreement shall remain in effect until cancelled in writing by DNHO or the Affiliate.

9.2: Upon termination of this Agreement, the Affiliate shall immediately certify to DNHO the destruction of all Confidential Information.

10. INDEMNIFICATION

10.1: The Affiliate shall indemnify and hold harmless DNHO, including its directors, officers, representatives, and agents, against any claim, suit, action, or other proceeding brought against DNHO, based on or arising from any claim or alleged claim relating to:

1. any product or service of the Affiliate;
2. any agreement with any second-level or third-level domain holder; or
3. the Affiliate's domain name registration facility, including its advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service.

The Affiliate shall not enter into any settlement or compromise of any such indemnifiable claim without prior written consent of DNHO. The Affiliate shall pay all costs, damages, and expenses, including legal fees and costs awarded against or incurred by DNHO in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

10.2: In the event the Affiliate breaches this agreement, and in addition to the remedies that may be available to DNHO, DNHO shall have the right to offset the balance of the Affiliate's account against any damages claimed by DNHO on account of such breach.

11. OTHERTERMS AND CONDITIONS

11.1: Force Majeure. Neither party shall be responsible for any failure to perform any obligation or provide service because of any act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages experienced by providers of telecommunication services generally, or other similar force beyond such party's reasonable control.

11.2: Limitation of Liability. DNHO shall, under no circumstances, be liable to the Affiliate for any damages resulting from loss of profits, arising out of or in connection with this Agreement, even if DNHO has been advised of the possibility of such damages.

11.3: Assignment. The Affiliate shall not assign, sub-license or transfer its rights or obligations under this Agreement to any third party without the written consent of DNHO.

12. DISPUTE RESOLUTION

12.1: All Rights and obligations of this agreement shall be governed according to the laws of the State of Florida, USA, and all actions relating to this agreement shall be brought exclusively before those courts.