THIS AGREEMENT HAS A PROVISION FOR ARBITRATION OF DISPUTES BETWEEN THE PARTIES. This Referral Agreement ("Agreement") sets forth the terms and conditions of your participation in our referral program (the “Program”), where you may refer potential customers of domain name registration and related services ("Services") to Nicnames.com in exchange for the opportunity to earn promotional credit (as defined below). In this Agreement "you" and "your" refer to you. "We", "us" and "our" refer to Nicnames, Inc.
- YOUR AGREEMENT:
By participating in the Program, you agree to all terms and conditions of the Agreement.
- CHANGES TO THIS AGREEMENT:
This Agreement may change over time through amendments by us. Modifications made to this Agreement will become effective thirty (30) days after the modifications are posted. If, as a result of such a modification, you no longer agree with the terms of this Agreement, your exclusive remedy is to cease participating in the Program.
- YOUR ACCOUNT:
- You must create an account to participate in the Program ("Account"). You are solely responsible for maintaining, securing, updating, and keeping strictly confidential all login IDs and passwords, and for all access to and use of your Account by you or any third party. You must provide certain current, complete and accurate information about you with respect to your Account information. Within seven (7) days of any change to such information, you must update such information as needed to keep it current, complete and accurate. The type of information you are required to provide may change and you must provide such information and keep your Account information current. Not providing requested information may prevent you from participating in the Program. You are responsible for regularly monitoring email sent to the email address in your Account. You may lose your rights to participate in the Program if you do not respond appropriately and timely to an email sent in conjunction therewith.
- In order to change any of your Account information, you must access your Account. It is your duty to safeguard your Account login identifier and password from any unauthorized use. Any person in possession of your Account login identifier and password will have both the ability and your authorization to redeem your promotional credit and, if applicable: modify your Account and domain name information, initiate transfers of your domain name(s) to other registrars, initiate registrant changes to your domain names which may terminate your rights to use such domain name(s), update DNS changes to your domain name(s) which may result in changes to the content associated with your domain name(s) and take other actions which may affect or terminate your rights and access to your domain name(s) and/or the Services. We will take reasonable precautions to protect the information we obtain from you from loss, misuse, unauthorized access or disclosure, alteration or destruction of that information and such reasonable precautions include procedures for releasing Account access information to parties who claim to have lost Account access information. If we take reasonable precautions in relation thereto, IN NO EVENT SHALL WE BE LIABLE IF SUCH REASONABLE PRECAUTIONS DO NOT PREVENT THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD AND, EVEN IF WE FAIL TO TAKE REASONABLE PRECAUTIONS, OUR LIABILITY UNDER ANY CIRCUMSTANCES SHALL BE LIMITED BY THE LIMITATION OF LIABILITY PROVISION FOUND IN PARAGRAPH 6 BELOW IN THIS AGREEMENT.
- PROMOTIONAL CREDIT; PROGRAM:
- "Promotional credit" is a type of Nicnames.com promo code that may be used to obtain a discount on eligible purchases through Nicnames.com. Each promotional credit will discount an eligible purchase through Nicnames.com by one dollar (US$1.00). The value of such discount may change from time to time and will be determined by us in our sole discretion. Promotional credit is not transferable, has no cash value, and cannot be used as payment for any obligations to us. You cannot earn more than one hundred (100) in promotional credit through the Program during any calendar year. Each promotional credit earned through the Program will expire sixty (60) days after the date such promotional credit is awarded. You are responsible for any tax liability, including disclosure requirements, related to participating in the Program (for example, the receipt of redemption Services).
- We will provide you a unique tracking URL which will direct any end user who clicks on it to the Nicnames.com website (the "Tracking URL"). For each end user who clicks on the Tracking URL, promptly creates a Nicnames.com account after clicking on such Tracking URL, and places an Eligible Order through Nicnames.com within sixty (60) days after creating such Account, we will award you five dollars (US$5.00) in promotional credit. "Eligible Order" means an order through Nicnames.com: (i) for an eligible Service(s), (ii) totaling a minimum of ten dollars (US$10.00), (iii) by an end user who has never placed an order through Nicnames.com. Notwithstanding anything to the contrary contained herein, any order through Nicnames.com which results in a breach of the Nicnames.com Domain Name Registration Agreement will not be deemed an Eligible Order. The amount of promotional credit we award you may change from time to time and will be determined by us in our sole discretion, and eligible Services will be determined by us in our sole discretion. Ineligible Services/transactions include purchases of Nicnames.com account credit, backorders, domain name renewals, domain name preorders, and domain name transactions pertaining to a pre-general availability phase. We will use commercially reasonable efforts to transfer the applicable amount of promotional credit to your Account within seven (7) business days of each Eligible Order. In the event of a charge back by a credit card company (or similar action by another payment provider allowed by us) in connection with a transaction making you eligible for promotional credit hereunder, we may reverse any promotional credit transferred to you.
- PROGRAM RESTRICTIONS; RIGHT TO CHANGE/MODIFY/CANCEL:
- We reserve the right to approve, deny, or revoke participation in the Program for any reason whatsoever.
- We reserve the right to cancel, modify, restrict, waive, temporarily suspend, or terminate the Program or any aspects or features/benefits of the Program at any time without prior notice, including, without limitation, promotional credit accrual or redemption criteria.
- LIMITATION OF LIABILITY:
WE WILL NOT BE LIABLE FOR ANY (a) SUSPENSION OF THE PROGRAM, (b) USE OF THE PROGRAM, (c) OR INTERRUPTION OF THE PROGRAM, (d) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEB SITE(S) OR THE PROGRAM OR DELAYS OR ACCESS INTERRUPTIONS YOU EXPERIENCE IN RELATION TO THE PROGRAM; (e) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL (f) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; OR (g) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. WE 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 ONE HUNDRED DOLLARS (US$100.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You hereby release, indemnify, and hold us, as well as our contractors, agents, employees, officers, directors, shareholders, and affiliates harmless from and against any and all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and court costs, for third party claims relating to or arising under this Agreement, including any breach of any of your representations, warranties, covenants or obligations set forth in this Agreement, or your Participation in the Program. We may seek written assurances from you in which you promise to indemnify and hold us harmless from the costs and liabilities described in this paragraph. Such written assurances may include, in our sole discretion, the posting of a performance bond(s) or other guarantees reasonably calculated to guarantee payment. Your failure to provide such assurances may be considered by us to be a breach of this Agreement by you and may, in our sole discretion, result in loss of your right to control the disposition of domain name Services for which you are the registrant and in relation to which we are the registrar of record. This indemnification is in addition to any indemnification set forth elsewhere in this Agreement.
- REPRESENTATIONS AND WARRANTIES:
YOU REPRESENT AND WARRANT THAT YOUR PARTICIPATION IN THE PROGRAM WILL NOT SUBJECT US TO A LEGAL CLAIM. THE PROGRAM IS INTENDED FOR USE BY PERSONS WHO ARE AT LEAST EIGHTEEN (18) YEARS OLD AND BY PARTICIPATING IN THE PROGRAM, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND ALL INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM IS ACCURATE. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY RIGHTS, LICENSES, AND PERMISSIONS AND WILL COMPLY WITH ALL LAWS, INCLUDING THE CAN-SPAM ACT, APPLICABLE TO YOUR PERFORMANCE OF YOUR OBLIGATIONS HEREUNDER, EXERCISE OF YOUR RIGHTS HEREUNDER, AND PARTICIPATION IN THE PROGRAM. THE PROGRAM IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, 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, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- GOVERNING LAW AND JURISDICTION FOR DISPUTES:
Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Delaware, as if the Agreement was a contract wholly entered into and wholly performed within the State of Delaware. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the agreement to arbitrate, shall be determined by arbitration in the State of Delaware, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Service of process on you by us in relation to any dispute arising under this Agreement may be served upon you by first class mail to the address listed by you in your Account by electronically transmitting a true copy of the papers to the email address listed by you in your Account.
Any notices required to be given under this Agreement by us to you will be deemed to have been given if delivered in accordance with the Account.
This Agreement, together with all modifications, constitutes the complete and exclusive agreement between you and us with respect to the Program, and supersedes and govern all prior proposals, agreements, or other communications regarding the Program. For the avoidance of doubt, the terms and conditions of your use of Services are set forth in the Nicnames.com Domain Name Registration Agreement found at https://nicnames.com/en/legal/registration-agreement . 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 us 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 us 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. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision. 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 us.