1. Agreement
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In this Partners Agreement ("Agreement") you and your refer to each Client, we,
us and our refer to First Global Consultant Inc. (hereinafter referred to as 'FGCI').
This Agreement explains our obligation to you and explains your obligation to us
under this Agreement. By using the services under this Agreement, you acknowledge
that you have read and agree to be bound by all the terms and conditions of this
Agreement and any pertinent rules or policies that are or may be published / mailed
by us.
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2. Services
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''FGCI'' has agreed to appoint the Client as a Partner for providing the domain
name registration and web hosting services to its client on receipt of the payment.
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3. Fees and Payment Term
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As consideration for the services you have selected, you agree to deposit an amount
mutually agreed between FGCI and you as an advance for the services you would like
to opt later on for your clients. All fees payable hereunder are non-refundable
unless we provide otherwise. As further consideration for the Services, you agree
to: (1) provide current, complete and accurate information about you as required
by the registration process and (2) maintain and update this information as needed
to keep it current, complete and accurate. All such information shall be referred
to as account information ("Account Information"). You hereby grant us the right
to disclose to third parties such Account Information. The Client, by completing
and submitting the Partners Agreement ("Agreement"), represents that the statements
in its application are true and so far as the Client is aware, does not interfere
with or infringe upon the rights of any third party. The Client also represents
that the Agreement is not done for any unlawful purpose.
All payments are to be made by cheques/ demand drafts favoring "Net 4 India Ltd."
payable at New Delhi and is to be sent at the mailing address as mentioned in this
Agreement by courier/registered post. No outstation cheques are accepted. The payments
are required to be paid in advance other wise 'FGCI' would not proceed with providing
of its Services. The Client shall ensure that the adequate balance is maintained
in his account at all time otherwise FGCI can stop providing the existing/ additional
services provided/to be provided.
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4. Terms and Termination
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The Agreement shall commence on the day when FGCI receives the payment and shall
be continued till the credit balance exists in the account of the client or he does
not violate the terms and conditions of this agreement. The Partner in lieu of the
services shall be entitled to a commission; the commission shall be mentioned in
the site and can be modified without prior notice.
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5. Client Covenants
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a) We cannot check to see whether the web site hosted/domain name registered by
you in our server infringes legal rights of others. We urge you to investigate and
ensure that web site hosted/domain name registered by you do not infringes the legal
right of others. b) During the period that ''FGCI'' provides service, you shall
not register domain name/distribute on the website any content that: i) Infringes
on the intellectual property rights of any third party or any rights of publicity
or privacy; ii) Violates any law, statute, ordinance or regulation; iii) Is defamatory,
trade libelous, unlawfully threatening or unlawfully harassing; iv) Is obscene,
pornographic or indecent; or v) Contains viruses or other computer programming routines
that are intended to damage or detrimentally interfere with any system, data or
personal information. c) Upon registration of the Domain name or hosting of web
site by FGCI, when the user name and password for such registration or hosting is
forwarded to you as the agent of your customer, you undertake to confirm to FGCI
that you have passed on those user names and passwords to your customer for whom
the registration has been affected by FGCI. In the event, if you do not pass on
such information to your customers, then you shall intimate FGCI the reasons for
not doing so, which should be reasonable in the sole discretion of FGCI. d) In case
if any services under this agreement is provided by you in violation of your covenants
to FGCI, without prejudice to rights of FGCI, you shall be solely responsible for
all actions and claims made by your customers or any third parties as a result of
your actions and FGCI shall not be liable for same. (e) In case Partner is not traceable
by FGCI/end-users or found involved in fraudulent activities or become bankrupt,
FGCI has right to terminate the agreement and deactivate all services taken under
the package by the Partner and also unbind the users along with the associated services
to the rightful owners without any notice and for that Partner shall not be entitled
for any compensation. The decision of FGCI treating Partner as not traceable/bankrupt
etc. shall be final and binding.
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6. Indemnity
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You shall indemnify, defend and hold ''FGCI'' harmless against any third party claim,
action, suit or proceeding alleging any breach of the 'Client Covenants' as stated
in clause 5 or arising from errors or inaccuracies in the content. 'Client' shall
indemnify ''FGCI'', its officers, directors, employees, agents or its affiliates
for all losses, damages, liabilities and all reasonable expenses and costs incurred
by 'FGCI' as a result of a judgment entered against 'FGCI' in any such claim, action,
suit or proceeding. FGCI can stop providing the services to the Client on received
of complaint by the third party regarding the violation of Client Covenants.
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7. Confidential Information
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Information considered proprietary or confidential by either 'FGCI' or ''Client''
which is delivered or disclosed pursuant to or in connection with this Agreement
and identified as such by the disclosing party ("Confidential Information") shall
be used solely for the purposes of this Agreement and shall not be otherwise disclosed
without the prior written consent of the disclosing party. Confidential information
will be kept in confidence and protected from disclosure to unauthorized persons
to the same extent the receiving party protects its own confidential information,
but in no event shall be liable for the disclosure or use of proprietary information
which is publicly known, other than by breach hereof; is obtained without restriction
by the recipient on a non-confidential basis from a third party lawfully possessing
and lawfully entitled to disclose such information; is previously known by the recipient;
is at any time, developed by recipient independently of any disclosures hereunder;
or, is required to be disclosed by a governmental entity having jurisdiction over
the recipient. If either party is required to disclose any proprietary information
of the other party, it shall provide notice thereof to the other party in a timely
fashion so that the other party may avail itself of any procedures or remedies to
protect or avoid such disclosure.
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8. Limittion of Liability
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a) Not withstanding anything contained herein to the contrary, 'FGCI' shall not
be liable to you or any third person including the customer of the client for any
delay or default in performing its obligations hereunder is caused by force major,
such as wars or insurrections, riots, acts of governments, riots, strikes, work
stoppages, labor troubles, fire, explosions, earthquake, flood, embargoes and/ or
inability to obtain materials, acts of God, electricity failure, telephone disruption,
policy change by Government of India/Department of Telecom/other related department
or other cause outside the reasonable control of ''FGCI''. ''FGCI'' and its officers,
directors or employees shall not be liable in any event for loss of anticipated
profits, loss by reason of shutdown, or interruption of service or other consequential
loss or damage of any nature arising from any cause whatsoever even if 'FGCI' has
been advised of the possibility of such damages. b) If you fail to comply with any
of the provisions contained in this document, FGCI shall be free to act in the manner
it feels reasonable and FGCI shall not be liable to you in whatsoever manner and
for whatsoever amount. c) Under no circumstances aggregate liability payable by
''FGCI'' will exceed the total service fee received from the ''Client'' for that
service.
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9. Outsourcing
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The ''Client'' hereby agrees not to circumvent and engage any other independent
contractor for rendering services similar to that agreed herein during the engagement
period.
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10. Non - Solicitation
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''Client'' shall not hire or contract any of FGCI’s employees for a period of two
(2) year following the termination or cancellation of this Agreement. ''Client''
can not hire or contract any of the FGCI’s employees during the period of this Agreement.
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11. General
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a) Domain Name: The Client should familiarize himself with the terms and conditions
of Domain Name Registration and Domain dispute resolution policy and he shall be
bound by domain name registration terms and conditions and domain dispute resolution
policy. b) Web Hosting: The Client should familiarize himself with the terms and
conditions of web hosting and he shall be bound by FGCI’s web hosting terms and
conditions. c) FGCI can appoint other than client also the Partner even in the same
the territory.
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12. Agents
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You agree that, if an agent for you (i.e. an Internet Service Provider, Web designing
company, employee, client, etc) purchased our services on your behalf, you are nonetheless
bound as a principal by all the terms and conditions herein.
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13. Announcements
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We reserve the right to distribute information to you that is pertinent to the quality
or operation of our services and those of our service partners. These announcements
will be predominately informative in nature and may include notices describing changes,
upgrades, new products or other information to add security or to enhance your identity
on the internet.
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14. Disclaimer of Warranties
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The services are provided on an "as is" basis. Provider expressly disclaims all
warranties of any kind, express or implied, including without limitation, the implied
warranties or merchantability, fitness for a particular purpose, non infringement
and title, and any warranties arising from a course of dealing, usage or trade practice.
'Fgci' does not warrant that the services will be uninterrupted, secure or error
free. We make no warranty that the services will meet your requirements.
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15. Governing Law
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This Agreement will be governed and construed in accordance with the laws of Union
of India. Both parties agree to submit to jurisdiction to the National Capital Territory
Region of Delhi.
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16. Severability
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Waiver, if any provision of this Agreement is held to be invalid or unenforceable
for any reason, the remaining provisions will continue in full force without being
impaired or invalidated in any way. The parties agree to replace any invalid provision
with a valid provision that most closely approximates the intent and economic effect
of the invalid provision. The waiver of either party of a breach of any provision
of this Agreement will not operate or be interpreted as a waiver of any other or
subsequent breach.
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17. Heading
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Heading used in this Agreement are for reference purposes only and in no way define,
limit, construe or describe the scope or extent of such section or in any way affect
this Agreement.
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18. Assignment
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The parties' rights and obligations will bind and inure to the benefit of their
respective successors and assigns.
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19. Independent Contractors
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The parties to this Agreement are independent contractors, and no agency, partnership,
joint venture or employee-employer relationship is intended or created by this Agreement.
Neither party shall have power to obligate or bind the other party. Personnel supplied
by 'FGCI' shall work exclusively for 'FGCI' and shall not, for any purpose, be considered
employees or agents of ''Client''. 'FGCI' assumes full responsibility for the acts
of such personnel while performing services hereunder and shall be solely responsible
for their supervision, direction and control, compensation, benefits and taxes.
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20. Notice
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Any notices required or permitted hereunder shall be given to the appropriate party
at the address specified in contact us or at such other address as the party shall
specify in writing. Such notice shall be deemed given: upon personal delivery; if
sent by telephone facsimile, upon confirmation of receipt; or if sent by registered
mail or courier, postage prepaid, 5 days after the date of mailing.
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21. Entire Agreement
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This Agreement along with the terms and conditions of domain name registration and
web hosting as mentioned in the site "outsourceittocanada.com" sets forth the entire
understanding and Agreement. The FGCI can modify the terms and conditions of this
agreement and the client agrees to the modified terms and conditions once it is
hosted in the site.
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22. Infancy
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You attest that you are of legal age to enter into this Agreement.
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23. Acceptance of Agreement
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You acknowledge that you have read this Agreement and agree to all its terms and
conditions. You have independently evaluated the desirability of participating in
the affiliate network and are not relying on any representation, guarantee or Statement
other than as set forth in this Agreement.
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