TERMS and CONDITIONS
- "Affiliate" means any legal entity that owns, is owned by, or is under common ownership with a Party with ownership of the shares, interests or assets of such legal entity or Party, as applicable.
- "Application" means an order for the registration of a particular domain name or group of domain names.
- "End User" means the party that subscribes for the services of Reseller for which Reseller, in turn, is using or intends to use the Services herein.
- "Intellectual Property" means all rights, title, interest and benefit of NicProxy in and to intellectual property of every nature, whether registered or unregistered, including, without limitation, all copyrights, patents, trademarks, certification marks and industrial designs, applications for any of the foregoing, trade names, brand names, business names, trade secrets, proprietary manufacturing information and know-how, instruction manuals, inventions, inventor's notes, research data, blue prints, drawings and designs, formulae, calculations, processes, prototypes, source codes, digital files, URLs, technology, together with all rights under license agreements, sublicense agreements, strategic alliances, development agreements, technology transfer agreements and other agreements or instruments relating to any of the foregoing, that are owned by NicProxy or related to the Services.
- "Order" means Reseller's order for Services hereunder, whether online or other means approved by NicProxy.
- "Order Form" means the NicProxy online reseller registration/subscription/enrollment form, located on the Web pages of NicProxy, for subscription of the Services.
- "Services" mean the provision of a platform that facilitates the administration of domain name registrations and the other products and services related thereto, including software sold or licensed in conjunction therewith.
- THIS AGREEMENT
- Effectiveness. This Agreement becomes binding on Reseller from the earlier of (a) the time an Order is submitted to NicProxy, (b) when Reseller receives or starts using the Services in whole or in part, including the submission of any Application through the Services ("Point of Effectiveness"), or (c) the time the Order Form is submitted for registration/subscription of Services. This Agreement becomes binding on NicProxy from the time NicProxy accepts the Order by sending Reseller a written or electronic confirmation thereof. NicProxy reserves the right to accept or reject any Order or Application at its sole discretion. The term of this Agreement will be from the Point of Effectiveness to the moment this Agreement is terminated in accordance with the termination provisions herein.
- Policies. By submitting an Order, Reseller acknowledges that Reseller has read, understood, and agreed to all the terms and conditions of this Agreement, including any other agreement or policy (collectively "Policies") referenced herein or that may be published by NicProxy from time to time. The current Policies may be found at http://www.NicProxy.com/terms.asp. Reseller understands and agrees the Policies include the policies and terms set by ICANN and the individual registry operators, which are incorporated herein as an integral part of this Agreement.
- Amendments. Reseller acknowledges and agrees that this Agreement and the Policies may be amended from time to time. The operative and effective version of this Agreement shall be the latest version available at http://www.NicProxy.com/terms.asp. It is Reseller's sole responsibility to keep a copy of the current Agreement and Policies or to frequently visit the Web pages of NicProxy that display the most current versions thereof. NicProxy shall not be obligated to send Reseller any notice of amendments to this Agreement and Reseller's continued use of the Services shall constitute Reseller's agreement to such amendments. If Reseller objects to any amendment, then Reseller's sole remedy shall be to terminate this Agreement in accordance with the termination provisions herein.
- Priority of Agreements. Subject to the express written agreement signed by an officer of NicProxy, the terms of this Agreement supersede the terms of any other agreement or communication (whether written, verbal or otherwise) between Reseller and NicProxy as they relate to the Services.
- THE SERVICES
- NicProxy's Role. In the procurement, registration, and administration of domains, NicProxy acts only as a mediator between Reseller and the other parties involved in the registration process, including registrars and the institutions authorized to administer the central databases for the particular domain names. In this regard, submission of an Order or individual Application does not guarantee registration or continued existence of the registration of a domain name. NicProxy disclaims any liability for any domain name that fails to get registered or remain registered for any reason.
- Partial Delivery. Should the Services be only partially deliverable, Reseller will accept partial delivery.
- Order Confirmation. Reseller undertakes to ensure that the Order submitted to NicProxy is correct and to check the confirmation of Order and notify NicProxy if there is any mistake or discrepancies.
- Registrations. Domain name registrations are not effective until NicProxy delivers to the applicable registry operator the Order information and such registry puts the registration into effect. Registrations shall be for fixed periods only and from 1 to 10 year registrations. Submission of Applications do not guarantee that the domain name will be successfully registered. NicProxy is not responsible for any domain name not registered.
- Renewals. All services purchased by you are eligible to be automatically renewed for an additional one (1) year term on their expiration date. If you opt to participate in the auto-renewal process, the applicable Registration Fees for any renewal shall be deducted from your Registration Fund on or about five (5) days prior to the expiration date unless your Registration Fund does not have sufficient funds to pay the applicable Registration Fees, in which case the applicable service may not be renewed until sufficient funds have been deposited into your Registration Fund. It is the sole responsibility of Reseller to ensure that NicProxy receives payment, or shows sufficient funds in Reseller's account, for each renewal at least 30 days prior to the expiration (or proposed renewal) date. If NicProxy does not receive the funds in time or there are insufficient funds in Reseller's account by such time, then NicProxy may at its sole discretion cancel the renewal and take over ownership of the domain name and add it to NicProxy's own portfolio. All amounts paid to the end of the registration period will not be refunded or prorated.
- Intermediaries & Other Policies. Reseller consents to NicProxy submitting Applications to an authorized registrar either directly or through an intermediary. Reseller also understands that domain names are administered by a multitude of different organizations internationally. Each of these organizations has different terms and conditions for the registration and administration of domain names and for the proceedings in the event of domain name disputes. In this respect, the terms and conditions of each registrar, intermediary, and/or organization shall additionally apply and Reseller shall be bound thereto by continuing with the registration process. These terms and conditions can be accessed on the Web pages of NicProxy at http://www.NicProxy.com/legal/en/domain_policies.asp
- Multilingual Domains. In the case of multilingual domain names, Reseller acknowledges and agrees that Services in connection with these registrations can be permanently interrupted and/or modified without prior notice. Reseller bears sole and all risk for such interruptions and/or modifications interfering with or preventing the use and/or the intended use of one or more multilingual domain names. Reseller understands and agrees that the mode of operation of multilingual domain names is not concurrent with that of conventional domain names. Reseller further understands and agrees that due to the necessary introduction of technical innovations a multilingual domain may not necessarily function as intended or at all.
- Domain Name Ownership. Reseller understands and agrees that the registrant of the domain name shall have sole legal ownership of the domain name. It is Reseller's sole responsibility, and not the responsibility of NicProxy, to ensure that the Customer is recorded as the legal owner of the domain name and that nothing diminishes, terminates, or challenges such ownership rights. In this respect, Reseller shall not abuse or misuse, whether intentionally or unintentionally, any administrative contact abilities in any way that has the effect of diminishing, terminating, or challenging the Customer's ownership in the domain name.
- Restrictions. Reseller will not, and will not permit any of its End Users or other third party to copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to any aspect of the Services (including any software provided by NicProxy) to ascertain, derive, and/or appropriate for any reason or purpose the source code or trade secret information thereof.
- PRICING & PAYMENT
- Prices. The prices charged to Reseller for the Services are published on the NicProxy Web site ("Pricing") and are subject to modifications at NicProxy's sole discretion. Unless otherwise specified, all money amounts stated herein are in US Dollars.
- Payment Obligation. Reseller will timely pay to NicProxy the fees based on the Pricing and via the acceptable method(s) approved by NicProxy. Without limiting any other term of this Agreement, non-payment of money amounts hereunder will constitute material breach of this Agreement. All transaction costs and currency exchange losses will be covered by Reseller.
- Taxes. Reseller will pay all sales, value-added, and other applicable taxes (including, Turkish goods and services taxes), unless Reseller provides NicProxy with satisfactory proof of exemption.
- Replenishing Account. NicProxy will have no obligation to provide the Services until NicProxy has received actual payment or proof of payment satisfactory to NicProxy at its sole and arbitrary discretion (including credit card number and corresponding expiration date or topping off of sufficient funds in Reseller's account with NicProxy via a method approved by NicProxy). Except as otherwise expressly agreed to in writing signed by an officer of NicProxy, Reseller must have sufficient funds in the Reseller's account to cover the payments owed for the particular Order. If there is insufficient funds in the Reseller's account at the time an Order is made, then NicProxy reserves the right to suspend or terminate the Services without notice or place the particular domain name(s) into NicProxy's own portfolio or otherwise release them.
- Payment Methods. Approved methods of payment for the Services are by debit, credit card or by wire transfer. Reseller must pay in advance for bank transfer payments.
- Invoices. NicProxy will send Reseller an invoice at the end of the each month for the payment transactions. The invoices may be sent in PDF format. If Reseller outside of the Turkey requests invoices via regular mail, then NicProxy may charge $5 per mailing.
- Chargebacks. Reseller automatically forfeits all rights to the Services and the affected domain names if there is any charge back by Reseller's bank or credit card company for payment in connection with the Services, indication of or actual credit card fraud, or other reversal of or invalid payment ("Chargeback"). If there is any Chargeback, then NicProxy may, at its sole reasonable discretion, include reserved domain names in its own portfolio or to release them to third parties or take other action as deemed appropriate by NicProxy.
- Refund Policy. Advance payments for domain names that could not be registered will be credited to the Reseller's account and will be refunded upon request. Any transaction costs for the refund will be covered by Reseller. If this Agreement is suspended or terminated for cause by NicProxy or otherwise terminated by Reseller for reasons other than NicProxy's material breach, then payments already made for the Services will not be refundable whether in whole or prorated.
- Records. NicProxy may maintain records of all the Services provided hereunder. If there is any inconsistency or conflict between NicProxy's records and that of Reseller or any other party (including, but not limited to, End Users or Sub-Resellers), then NicProxy's records will be deemed the accurate and effective records.
- OTHER OBLIGATIONS & RESTRICTIONS
- Representation. Reseller represents, warrants, and guarantees that:
- it has the full power and authority to execute, deliver, and perform under this Agreement;
- this Agreement is valid, binding, and enforceable against Reseller in accordance with the terms herein and no provision requiring Reseller's performance is in conflict with Reseller's obligations under any other agreement;
- Reseller (if not a natural person) is duly organized, authorized and in good standing under the laws of the jursidiction of its organization; and
- the domain name(s) in the Application and the use of the domain names do not and will not interfere with, conflict with, or infringe the rights of any third party or violate any law, regulation, rule or policy generally accepted in the Internet industry.
- Data Submitted. Reseller will provide NicProxy with complete and accurate data in connection with each Application, registration, and renewal and Reseller will ensure that such data is updated and kept current at all times. Without limiting the effectiveness of any other provision of this Agreement, breach of this section will be deemed a material breach of this Agreement.
- Whois Information. Reseller will ensure that the Whois and other information of End Users are at all times complete and accurate, and that such information is updated and kept current at all times.
- Modifications to Whois. If Reseller intends on changing the registrant name, administrative contact, or domain name server information ("DNS") for any domain name procured by Reseller and registered through NicProxy, then Reseller must obtain a written consent signed by the registrant of record or administrative contact (other than Reseller) prior to making any such change. Reseller will be solely liable at all times, and NicProxy will not be liable whatsoever, for any change to the registrant name, administrative contact, or DNS made by or through Reseller. If there is any conflict as to the authenticity of any such change, then NicProxy will have the right to make a determination, at its sole discretion, as to the correct registrant, administrative contact, or DNS, and Reseller agrees to cooperate with and be bound by such determination. If NicProxy determines that the change was not authorized, then NicProxy will have the right to change the information back to the previous information. Without limiting any other term of this Agreement, breach of this section will constitute a material breach of this Agreement.
- Illegal Activity & Abuse. Reseller will not use the Services in a manner that is, or potentially is, illegal, a legal risk to NicProxy, generally objectionable in the Internet community, or degrading to the quality, goodwill, reputation, or provision of the Services. Without limiting any other term of this Agreement, breach of this section will constitute a material breach of this Agreement.
- Username & Password. It is Reseller's responsibility, and not the responsibility of NicProxy, to keep, guard, and remember the username and password associated with Reseller's account with NicProxy. If Reseller loses, forgets, or compromises the secrecy of the username and password, then Reseller must immediately notify NicProxy to obtain a new username and password; provided, however, that such notice to NicProxy will not absolve Reseller from any liability arising from the unauthorized use of the username and password. NicProxy's only obligation will be to provide a new username and password to the administrative contact recorded in the Whois at the time. Reseller will follow NicProxy's then current procedures for changing the usernames and passwords, which may entail submission and notarization of certain forms, documents, and photo identification (as requested by NicProxy). Reseller will be held solely responsible for any unauthorized use of Reseller's username and password.
- Reseller must provide provisions and notices required by the ICANN Registrar Accreditation Agreement and any ICANN Consensus Policies, as well as, a URL or link to ICANN's webopage on the Reseller TOU.
- Reseller must either identify the ICANN accredited registrar ("Sponsoring Registrar") upon inquiry from any clients or he must offer his clients the possibility to do a WHOIS query for gTLDs. In case of gTLD Registrations through NicProxy, the sponsoring registrar is Nics Telekomunikasyon Ticaret Ltd. Şti..
- End User will indemnify, defend, and hold harmless Reseller, and its Affiliates, third party vendors, service providers, licensors, and contractors (and each of their Affiliates, directors, officers, managers, employees, vendors, service providers, contractors, and agents) from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defense) that any of them may suffer or incur as a direct or indirect result of End User's relationship with Reseller or the provision or use of any service offered by Reseller.
- End User understands, acknowledges, and agrees that the Reseller TOU may be amended from time to time and without prior notice and that all such amendments will be binding on End User from the date of thereof.
- End User understands, acknowledges, and agrees that the person recorded as the administrative contact for the domain name will have full access to the username and password therewith and, as a result, will have the ability to control the administration and ownership of the domain name, including the ability to execute registrant transfers, registrar transfers, and Whois changes. If End User loses or forgets the username and password, Reseller's only obligation will be to provide a new username and password to the administrative contact recorded in the Whois at the time. End User further agrees to follow Reseller's then current procedures for changing the administrative contact of record, which may entail submission and notarization of certain forms, documents, and photo identification (as requested by Reseller).
- If End User is acting as a reseller and uses private or proxy registration service in the submission of any data, then End User must either (1) display a notice to its own customers at the time an of a registration or submission of data, that usage of a privacy or proxy service means that the registration data is not being escrowed or (2) if End User is escrowing registration data through an authorized escrow service company, that the End User's escrow agreement contain the provision that upon breach of Reseller TOU by End User that all data be released to Reseller, and that such breach is harmful to consumers or the public interest. End-user and Reseller also agree Proxy Registration Agreement found at https://www.nicproxy.com/en/legal/whoisprivacy_agreement.asp.
- Solicitation/Marketing Emails. Reseller agrees not to send or to have sent any emails containing any type of advertisement without the explicit agreement of the respective recipient. In particular, this applies if the respective emails all have the same content and are sent out in a mass mailing (spamming). Should Reseller violate this restriction, NicProxy has the right to block all Services immediately and to hold Reseller liable for all resulting damages.
- Incoming Emails. Reseller will check the incoming messages in Reseller's email accounts at regular intervals not to exceed 2 weeks. NicProxy is entitled to return incoming personal messages to the sender if the capacity of the mail box prescribed in the respective Service package is exceeded.
- Reseller Website. Reseller is obligated to design Reseller's Internet presentation or Web site in such a way that Reseller can avoid exceeding the agreed amount of traffic (e.g., by not using any scripts, which require higher computing power or need more than the average memory). NicProxy has the right to close Web pages to Reseller or third-party traffic if they do not comply with the above mentioned requirements. NicProxy will immediately notify Reseller of such measures. Reseller will not run any chats on any of its Web sites associated with NicProxy or the Services.
- If Reseller utilizes any privacy or proxy registration service in conjunction with the registration or submission of any data, the Reseller must either (1) display a notice to its own customers at the time an of a registration or submission of data, that usage of a privacy or proxy service means that the registration data is not being escrowed or (2) if End User is escrowing registration data through an authorized escrow service company, that the End User's escrow agreement contain the provision that upon breach of Reseller TOU by End User that all data be released to Reseller, and that such breach is harmful to consumers or the public interest.
- Representation of ICANN. Reseller is forbidden from displaying the ICANN or ICANN-Accredited Registrar logo, or from otherwise representing itself as accredited by ICANN unless it has written permission from ICANN to do so. Breach of this this term is ground for immediate termination of this Agreement.
- The Reseller must either identify the ICANN accredited Registrar ("Sponsoring Registrar") upon inquiry from any clients or he must offer his clients the possibility to do a WHOIS query for gTLDs.
- Representation. Reseller represents, warrants, and guarantees that:
- DISPUTE RESOLUTION
Reseller agrees that if any registration is challenged by a third party, Reseller shall be subject to the provisions specified in the applicable domain name dispute policy, including the Policies. If NicProxy is notified that a complaint or legal action has been filed with a judicial or administrative body regarding any domain name registered through the Services, then Reseller agrees not to make any changes to the domain name record without NicProxy's prior written approval. Reseller further agrees that NicProxy may, at its sole discretion, place a hold or lock on the domain name, otherwise prevent Reseller from making any changes to the registration, or transfer control over the domain name to the applicable registry until (a) NicProxy is directed to do so by the judicial or administrative body, or (b) the dispute has been settled and NicProxy receives satisfactory documentation evidencing the settlement.
- Reseller. Reseller may terminate this Agreement by providing NicProxy with 30 calendar days' written notice. Submission of any Order after tendering notice of termination will reset the notice period and extend the notice period for another 30 calendar days from the time of last Order. Reseller may terminate this Agreement immediately if NicProxy is in material breach of this Agreement and the material breach is not remedied within 15 calendar days of NicProxy receiving a written notice to cure from Reseller.
- NicProxy. NicProxy may, at its sole discretion, immediately terminate this Agreement if Reseller uses any of the Services for, or otherwise engages in, any activity that is:
- actually or potentially illegal;
- a legal risk to NicProxy;
- generally and materially considered objectionable in the Internet community; or
- a material abuse of the Services.
- Automatic. This Agreement will terminate automatically if Reseller:
- makes a general assignment for the benefit of Reseller's creditors;
- appoints or has appointed a receiver, trustee in bankruptcy or similar officer to take charge of all or part of Reseller's assets;
- files or has a petition filed against Reseller in any bankruptcy; or
- is adjudicated insolvent or bankrupt.
- Effect. Upon expiration or termination of this Agreement:
- Reseller will immediately cease all activities related in any way to this Agreement, including the use of the Services and NicProxy's Intellectual Property;
- Reseller must submit a written request to NicProxy's corporate address to facilitate the transfer of their domains to different domain registrar; and
- The terms of this Agreement that by their nature continue beyond the expiration or termination of this Agreement will continue to be effective (including the terms relating to payment, termination, ownership, Intellectual Property, limitation of liability, indemnity, Confidential Information, and governing law).
- INTELLECTUAL PROPERTY LICENSE
NicProxy grants to Reseller the non-exclusive, royalty-free, worldwide, revocable license to use NicProxy's Intellectual Property solely in conjunction with the Services and this Agreement, all strictly in accordance with the provisions of this Agreement. Reseller will not, at any time during or after the expiration or termination of this Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of, the Intellectual Property (including registering or attempting to register any of NicProxy's trademarks or marks confusingly similar thereto).
- LIMITATION OF LIABILITY
NicProxy will not be liable to Reseller for any consequential, indirect, special, incidental, reliance, exemplary, or punitive damages arising out of or relating to this Agreement or the Services, whether foreseeable or not, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if NicProxy has been advised of the possibility of such damages. Under no circumstances will NicProxy's aggregate liability to Reseller or any third party arising out of or related to this Agreement or the Services exceed the aggregate amount of fees paid hereunder regardless of the cause of action.
- DISCLAIMER & FORCE MAJEURE
NicProxy makes no warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, or validity of the applications, software, data, or information related to the network, systems, or other services of NicProxy or its third party providers. NicProxy provides all the Services "as is" and specifically disclaims all warranties of merchantability and fitness for a particular purpose. Reseller understands, acknowledges, and agrees that it will use the Services, and all aspects thereto, at Reseller's sole risk. NicProxy will not be liable for delays in its performance of this Agreement caused by circumstances beyond its reasonable control ("Force Majeure"), including acts of God, wars, riots, national disasters, earthquakes, strikes, fires, floods, shortages of labor or materials, labour disputes, transportation problems, accidents or governmental restrictions. NicProxy will make all reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure.
Reseller will indemnify, defend, and hold harmless NicProxy (including NicProxy's Affiliates, directors, officers, managers, employees, contractors, and agents) from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defense) that NicProxy may suffer or incur as a result of:
- Any failure by Reseller to comply with the terms of this Agreement;
- Any representation or warranty in connection with the Services made by Reseller, its employee, contractor, or agent being false or misleading;
- Any gross negligence or willful misconduct of Reseller, its employee, contractor, or agent;
- Any Chargeback;
- Any alleged or actual violations by Reseller of any law, regulation or rule; or
- Reseller's customers or parties that submit Applications through Reseller or otherwise have registered or renewed domain names through Reseller, its employee, contractor, or agent.
Each Party (the "Recipient") will protect the confidentiality of any Confidential Information disclosed by the other Party (the "Discloser") and will not use such Confidential Information except in strict accordance with this Agreement. Confidential Information as defined herein does not include information that:
- is generally available to the public through no fault of the Recipient and without breach of this Agreement;
- was already in the possession of the Recipient prior to disclosure by the Discloser and without any confidentiality obligation attached thereto, as evidenced by the Recipient's records existing prior to the time of disclosure;
- was disclosed to the Recipient by a third party without a breach of such third party's confidentiality obligations thereto;
- was independently developed by the Recipient without a breach of this Agreement or reliance on any Confidential Information;
- is disclosed by the Recipient after obtaining the Discloser's prior written approval; or
- is required to be disclosed by law, provided that the Recipient promptly notifies the Discloser of the legal obligation and provides the Discloser with a reasonable opportunity to seek a protective court order, or the equivalent.
- Method. Any notice or other communication between the Parties required or permitted under this Agreement will be in writing and will be delivered by hand, sent by first class mail (postage prepaid), sent by commercial courier, or transmitted by electronic mail or facsimile to a Party at the registered office, in the case of NicProxy, and the contact information provided in the Order Form, in the case of Reseller, or to such other contact information as the applicable Party may notify to the other Party.
- Effectiveness. Any notice or other communication sent will:
- if delivered by hand, be deemed to have been received on the date of delivery;
- if sent by first class mail, be deemed to have been received on the third business day following the date of mailing; and
- if sent by electronic mail or facsimile, be deemed to have been received on the date the sender transmitted the notice or other communication.
- COMPLETE AGREEMENT
This Agreement constitutes the complete agreement between the Parties relating to the subject matter hereof and supersedes all prior and other understandings, representations, warranties, and agreements relating hereto, whether verbal, written, or otherwise.
No waiver by NicProxy of a breach of any provision hereof will take effect or be binding upon NicProxy unless expressly waived in writing, and such waiver will extend and apply only to the particular breach so waived and will not limit or affect the rights of NicProxy in respect of any future breach or in respect of any breach of any other provision hereof.
- RELATIONSHIP OF THE PARTIES
Nothing in this Agreement will be construed as creating a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other Party except as may be expressly provided herein.
Reseller will not assign or otherwise transfer its respective rights or obligations under this Agreement without the prior written consent of NicProxy, which will not be unreasonably withheld. Any assignment or transfer in violation of this section will be null. This Agreement will be binding and have effect upon the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under this Agreement.
- GOVERNING LAW & SEVERABILITY
This Agreement will be governed and construed in accordance with the laws of the Istanbul, Turkey without giving effect to any rule of conflicts of law. If any portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability will not affect the validity of the remainder of this Agreement.
- CONSTRUCTION & INTERPRETATION
- References. All references in this Agreement to particular sections, titles, and Schedules will be references to the sections, titles, and Schedules of this Agreement only unless specific reference is made otherwise. The words "herein", "hereof", "hereto", and "hereunder" and words of similar meaning will refer to this Agreement in its entirety and not to any particular provision of this Agreement. Wherever in this Agreement that the masculine, feminine or neutral gender is used, it will be construed as including all genders, and wherever the singular is used, it will be deemed to include the plural and vice versa, where the context so requires.
- Without Limitation. When used for listing purposes, the term "including" or "includes" shall be deemed to mean "including, but not limited to" or "includes, but is not limited to," as applicable. Wherever in this Agreement that the masculine, feminine or neutral gender is used, it shall be construed as including all genders, and wherever the singular is used, it shall be deemed to include the plural and vice versa, where the context so requires.
- Translations. This Agreement has been executed in the Turkish language. If there is any discrepancy or conflict between the Turkish version and a version in any other language, then the Turkish version will control in all respects.
- Drafting of Agreement. Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement
The individual executing this Agreement, by clicking the "SUBMIT / SEND" button, on behalf of Reseller represents and warrants that s/he is authorized to execute this Agreement on behalf of Reseller and, to the best knowledge of such individual, all representations made in this Agreement by Reseller are true and correct.