Terms & Conditions of use for EuroDNS’ Affiliate Program

This Affiliate Agreement ("Agreement") is between EuroDNS S.A (‘EuroDNS’, ‘we’, or ‘our’ and the Affiliate (‘Affiliate’, ‘you’ or ‘your’). This Agreement, together with the associated schedules and appendices that form an integral part of this Agreement, explain EuroDNS’ obligations to the Affiliate and explain the Affiliate’s obligations to EuroDNS arising from this Agreement.

Article 1. PURPOSE OF THE AGREEMENT

EuroDNS provides Domain Registration and related services for a wide range of Top Level Domain names (TLDs), at competitive prices on a worldwide basis.

EuroDNS has established an affiliate programmeprogram ("the Program"), and will provide the Affiliate with a dedicated link to the EuroDNS.com web site ("the Link") as well as tools in order to monitor the progress of the Program.

Any client of the Affiliate accessing the EuroDNS services through the Link and satisfying criteria laid out in Article 4 shall be considered a Referal for the purpose of this Agreement. As part of the Program EuroDNS will pay the Affiliate a commission based on the value of services sold to Referrals.

Article 2. OBLIGATIONS OF THE AFFILIATE

2.1 In submitting an Affiliate application, the candidate Affiliate is solely responsible for the accuracy of the information provided in his application, and for verifying that the information is correctly recorded by EuroDNS on the EuroDNS website.

2.2 The Affiliate agrees to make his best efforts to promote the Link by any means at its disposal providing it fulfills the criteria set out in article 2.5, and to encourage his clients or associates to make use of the Domain Name Registration services offered by EuroDNS.

2.3 The Affiliate is granted a dedicated interface on the EuroDNS website secured by a login and password ("the Interface"). Any modification in the Affiliate’s account shall be subject to entry of the Affiliate’s login name and password. The Affiliate shall bear sole responsibility for the management and preservation of the login name and password that have been attributed to him. Any instructions received by EuroDNS that include the Affiliate’s login name and/or password shall be presumed to have been submitted by the Affiliate. Hence, EuroDNS cannot be held responsible for any fraudulent use of such login name and/or password, which are personal and confidential elements that the Affiliate shall not disclose to any third party under any circumstances. In the event of loss or theft of the Affiliate’s login name and/or password, or if the Affiliate has reason to believe that his login name and/or password have been disclosed to any third party, the Affiliate shall modify his login name and password without delay.

2.4 The Affiliate is responsible for monitoring the commissions due to him under this Agreement via the Interface, as well as to bring to EuroDNS’s attention any discrepancies the Affiliate believe may exist in this data.

2.5 The Affiliate commits not to use the Link in any, communication by e-mail, instant messaging, twitter, web site or any other mean availible in a context that could be directly or indirectly detrimental to EuroDNS, its reputation and goodwill. In particular, the Affiliate commits not to promote the use of the Link and/or EuroDNS services for unlawful purposes included but not limited to intellectual property principles.

2.6 The Affiliate acknowledges that any of the EuroDNS services that could be used by the Referal is governed by EuroDNS’ Terms & Conditions and takes on his behalf to ensure the Referal is aware of the fact and has accepted the Terms & Conditions.

Article 3. OBLIGATIONS OF EURODNS

3.1 Upon accepting a new Affiliate’s application, EuroDNS will set-up the necessary Interface and communicate its access details to the Affiliate.

3.2 EuroDNS will make its best efforts to ensure the Link is operationnal at all times to allow applications for new Domain Names Registrations, Transfers or Updates coming from the Referral through the Affiliate.

3.3 EuroDNS will credit any Commissions due to the Affiliate per the criteria set out in this Article 4.

Article 4. FEES DUE AND PAYMENTS TO AFFILIATE

Any Referral coming to the EuroDNS site through the Link will be recorded on the EuroDNS Management System as having been introduced by the Affiliate.

The Affiliate will earn a commission on the amounts perceived by EuroDNS for any first registration, first transfer, first renewal or first transfer order received by EuroDNS from the Referral ("the First Order").

For the avoidance of doubt, only the First Order of any Referral will be taken into account to determine the amount due to the Affiliate but will include all domain names concerned by this First Order.

EuroDNS will post details of any such orders in the Affiliate’s Interface, where the applicable commission rate will be accessible at all time ("the Rate"). Any and all commissions due to the Affiliate based on the Rate will be recorded by EuroDNS upon receiving the related payment from such new clients introduced by the Affiliate.

Where the total of earned commissions exceeds €100 in a given quarter, EuroDNS will provide quarterly commission statements by the end of the month following each quarter. This statement will be placed in the Affiliate’s account area, and will also sent to the Affiliate’s recorded e-mail address.

Amounts less than €100 will be credited to the following quarter. In this case no statement will be prepared.

In the case the Affiliate is a Registered company EuroDNS will pay earned commissions against invoices from the Affiliate, based on the current quarterly statement. EuroDNS will pay such invoices within 30 days of receipt.

In the case the Affiliate is a private individual, the amount noted in the quarterly commission statement will be paid directly into the bank account or PayPal account noted in the the individual’s EuroDNS records, during the month following the end of the quarter.

Article 5. MATERIAL BREACH OF THE AGREEMENT

The following actions may result in the immediate termination of the Affiliate’s account without recourse and should NOT be done by the Affiliate : (1) sending unsolicited e-mail messages that contain ANY e-mail or web addresses from your account to online users, (2) forging your "From" Address in any message or communication, giving the impression that the message or posting originated from the EuroDNS S.A. network, (3) any violation or breach to this Article 2.5.

Article 6. MODIFICATIONS TO AGREEMENT

You agree, during the period of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and (2) change the services provided under this Agreement. Any such revision or change will be binding and effective immediately on posting of the revised Agreement or change to the service(s) on our web site, or on notification to you by e-mail or regular mail as per the Notices section of this agreement. You agree to review our web site, including the Agreement, periodically to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail or regular mail as per the Notices section of this agreement. Notice of your termination will be effective on receipt and processing by us. You agree that, by continuing to use the Services following notice of any revision to this Agreement or change in service(s), you shall abide by any such revisions or changes.

Article 7. LIMITATION OF LIABILITY

EuroDNS S.A. and its contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the our services or for the cost of procurement of substitute services. In no event shall our maximum liability exceed two hundred and fifty Euro (€ 250.00).

Article 8. INDEMNITY

You agree to release, indemnify, defend and hold EuroDNS S.A., our contractors, agents, employees, officers, directors, shareholders and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you, or someone else using the Service with your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided.

Article 9. TERMINATION

You agree that failure to abide by any provision of this Agreement, or any operating rule or policy, may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you.

If within thirty (30) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete all information related to you on our Service. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach by you.

Your willful provision of inaccurate or unreliable information, your willful failure to promptly update information provided to us, or your failure to respond for over fifteen (15) calendar days to inquiries by us concerning the accuracy of contact details associated with the your application shall constitute a material breach of this Agreement and be a basis for cancellation of the Agreement.

If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs we incur in closing your account. You agree to pay any and all costs incurred by us in enforcing your compliance with this Section. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. In addition to the terms set forth herein, certain services may have additional terms regarding termination, which are set forth in the applicable Schedule. In addition, if you have purchased our Service(s), which are sold together as part of a "bundled" package of services, any termination relating to any part of such bundle will terminate all of our Services included in such bundle. Upon the effective date of termination, we will no longer provide the bundled Service(s) to you, any licenses granted you shall immediately terminate, and you shall cease using such Services immediately.

This agreement will run until the 31st of December of the year in which it came into force, but will be automatically extended for a further 12-month period unless either party terminates it in writing before October 31st of the current year.

If no revenues are generated under this agreement for a continuous period of 6 months, EuroDNS will have the right to terminate the agreement by means of written notice.

Article 10. DISCLAIMER OF WARRANTIES

You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an "as is", "as available" basis. We and our licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service(s) will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service(s) is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service(s) or any transactions entered into through the Service(s). No advice or information, whether oral or written, obtained by you from us or through the Service(s) shall create any warranty not expressly made herein.

Article 11. NOTICES

Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to be given when the sender has obtained an electronic confirmation of delivery. In the case of e-mail notification to us, this shall be sent to affiliate@eurodns.com or, in the case of notice to you, to the e-mail address provided by you in your application. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. GMT, otherwise it will be deemed to have been delivered on the next business day. In the case of regular mail notice, valid notice shall be deemed to have been validly and effectively given ten (10) business days after the date of mailing and, in the case of notification to us, it shall be sent to:

EuroDNS S.A.
2, rue Léon Laval
L-3372 Leudelange,
Luxembourg,

and in the case of notification to you, this shall be to the address specified in the "Administrative Contact" in your WHOIS record.

Article 12. FORCE MAJEURE

Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labour strike, lockout, or boycott, provided that the party relying upon this section, (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof, and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, EuroDNS may immediately terminate this Agreement.

Article 13. GOVERNING LAW

This agreement shall be governed by and interpreted and enforced in accordance with the laws of the Grand Duchy of Luxembourg. Any action relating to this agreement must be brought in the Grand Duchy of Luxembourg and you irrevocably consent to the jurisdiction of such courts.