Legal

Terms of Service

Last Updated: July 14, 2014 - © 1API. All Rights Reserved.

 

1. Overview

The 1API Terms of Use Agreement (this “Agreement”) is entered into by and between 1API GmbH, a German Limited Liability ("1API") and you, and is made effective as of the date of your use of this website ("Website"), 1API’s application programming interface (“API”), 1API’s integrated third party modules (“Modules”) or the date of electronic acceptance.  This legally binding Agreement sets forth the general terms and conditions of your use of the Website, API, Modules and the products and services purchased or accessed through 1API (individually and collectively, the “Services”),

The terms “we”, “us” or “our” shall refer to 1API.  The terms “you”, “your”, “user”, “client”, “reseller” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services.  The term “Party” also herein refers to each of 1API and you, collectively known as the “Parties.”  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

You browsing or using this Website, using the Services, or purchasing new Services, your use and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following policies and the associated applicable product and service agreements, which are incorporated herein by reference:

  • Domain Name Registrant Agreement
  • Reseller Agreement
  • ccTLD Domain Name Registry Policies
  • gTLD Domain Name Registry Policies
  • Domain Name Ancillary Services Agreement
  • Domain Name Proxy Services Agreement
  • Privacy Policy

2. This Agreement

Representation. You represent, warrant, and guarantee that:

  • you have the full power and authority to execute, deliver, and perform under this Agreement;
  • you are at least eighteen (18) years of age;
  • this Agreement is valid, binding, and enforceable against yourself in accordance with the terms herein and no provision requiring your performance is in conflict with your obligations under any other agreement;
  • you are not a person or entity barred from purchasing or receiving the Services found under the laws of Canada, the European Union, the United States or other applicable jurisdictions;
  • if you are entering into this Agreement on behalf of an organization or corporation (not a natural person) that you have the legal authority to bind such organization or corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “user”, “client”, “reseller” or “customer” shall additionally refer to such organization or corporate entity; and  
  • if you are entering into this Agreement on behalf of an organization or corporation that the entity is duly organized, authorized and in good standing under the laws of the jurisdiction in which it was formed.

Continued Use. By using the Website or the API or the Modules or the Services, you acknowledge that you have read, understood, and agreed to all the terms and conditions of this Agreement, including any other agreements or policies (collectively “Policies”) referenced herein or that may be published by 1API from time to time. The operative and effective version of this Agreement and Policies is found at http://www.1API.net/legal/.

Amendments. 1API may, in its sole and absolute discretion, change or modify this Agreement and the Policies which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to http://www.1API.net/legal/. And your use of this Website or the Services after such changes or modifications are posted shall constitute your acceptance of this Agreement and the Policies as last revised.  If you object to any amendment, your sole remedy is to stop using the Website and Services, and terminate this Agreement in accordance with the termination provisions herein  It is your sole responsibility to keep a copy of the current Agreement and Policies and to frequently visit the web page found at http://www.1API.net/legal/ to review the most current versions thereof.  1API shall not be obligated to send you any notice of amendments to this Agreement or the Policies, however it is your responsibility to ensure your 1API account (“Account”) information is always current. If 1API sends out email notices, 1API assumes no liability or responsibility for your failure to receive an email notification if such failure is a result of inaccurate email addresses or Account contact information.

Priority of Agreements. Subject to the express written agreement signed by an officer of 1API, the terms of this Agreement supersede the terms of any other agreement or communication (whether written, verbal or otherwise) between you and 1API as they relate to the Services.

3. Account Obligations

Account Information. You represent and warrant that all information you submit when you create your Account with 1API or purchase new Services is accurate, current and complete, and that you will keep your Account and Service information accurate, current and complete.  Without limiting the effectiveness of any other provision of this Agreement, breach of this section will be deemed a material breach of this Agreement. 1API reserves the right, in its sole and absolute discretion, to suspend or terminate your Account

Account Management.  1API expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by 1API in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by 1API in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry, (iii) to assist with our fraud and abuse efforts, (iv) to comply with court orders against you and/or your domain name and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of 1API, its officers, directors, employees and agents, as well as 1API’s affiliates, including, but not limited to, instances where you have sued or threatened to sue 1API.

Account Security. It is your sole responsibility, and not the responsibility of 1API, to keep, guard, and secure your access credentials associated with your account at 1API, including without limitation your customer username/login, password, email addresses, and Internet IP addresses, if you choose to use the enhanced security features provided by 1API.  If you lose, forget, or compromise the secrecy of your username and password, then you must immediately notify 1API to obtain a new username and password; provided, however, that such notice to 1API will not absolve you from any liability arising from the unauthorized use of the username and password. 1API’s only obligation will be to provide a new username and password, which may require you submitting and notarizing certain forms, documents, and photo identification (as requested by 1API).  You are solely responsible for all activity that occurs on your Account, whether authorized by you or not.  1API will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss 1API or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.

Account Communications. It is your sole responsibility to check and verify incoming messages from 1API at regular monthly intervals.

4. General Rules of Conduct and Use

Without limiting any other term of this Agreement, breach of the following section will constitute a material breach of this Agreement. You acknowledge and agree that:

  1. Your use of this Website and the Services, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
  2. You will not use this Website or the Services in a manner (as determined by 1API in its sole and absolute discretion) that:
    • Transmits unsolicited email (Spam);
    • Transmits repetitive, high volume inquires into any of the Services provided by 1API (i.e. domain name availability, etc.);
    • Is illegal, potentially illegal, or promotes or encourages illegal activity;
    • Promotes, encourages or engages in child pornography or the exploitation of children;
    • Promotes, encourages or engages in terrorism, violence against people, animals, or property;
    • Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
    • Promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;  
    • Infringes on the intellectual property rights of any other person or entity;
    • Generally objectionable in the Internet community
    • Violates the privacy or publicity rights of any other person or entity, or breaches any duty of confidentiality that you owe to any other person or entity;
    • Interferes with the operation of this Website or the Services;
    • Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
    • Is a legal risk to 1API
    • Contains false or deceptive language, or unsubstantiated or comparative claims, that degrades the quality, goodwill, reputation, or provision of 1API or 1API’s Services.
  3. You will not resell or provide the Services for a commercial purpose (“Reseller”), including any of 1API’s related technologies, without first declaring your wish to become a Reseller either at account creation or post creation by notifying 1API as well as completing 1API’s Reseller compliance process.  You understand that all declared Resellers are subject to the policies and provisions of the Reseller Agreement.
  4. You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
  5. You are aware that 1API may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow 1API, in its sole discretion, to record the entirety of such calls regardless of whether 1API asks you on any particular call for consent to record such call.  You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted in evidence any legal proceeding in which 1API is a party.
     

5. The Services

You acknowledge, understand and agree that:

1API’s Role. In the procurement, registration, and administration of the Services, 1API acts only as a mediator between you and the other parties involved in the procurement of a product or service. In this regard, submission to purchase Services (“Order”) or a submission that applies for a certain type of Service, called a service application or product application (“Application”), does not guarantee the Order or the Application will be executed or completed. 1API disclaims any liability for any Order or Application that fails for any reason.

Intermediaries & Other Policies. You consent to 1API submitting Orders or Applications directly or through an intermediary to its Service Providers (registrars, registry operators, registries) understanding that Services may be administered by a multitude of different organizations internationally with each of these organizations having different terms and conditions. In this respect, the terms and conditions of each Service Provider, intermediary, and/or organization shall additionally apply and you shall be bound thereto by continuing with to order or use the Service. These terms and conditions can be accessed at the Website under each Service type’s respective agreement.

Partial Delivery. Should the Services be only partially deliverable, you will accept partial delivery.

Order Confirmation. You will undertake all necessary due diligence after an Order has been submitted to ensure that the Order to 1API is correct.  You will notify 1API immediately if any mistakes or discrepancies are found.

Renewal of Services. All Services are automatically renewed unless a written notice of non-renewal is received by 1API at least 3 months prior to the expiration date of a Service. It is your sole responsibility to ensure that 1API receives payment from you so that your account has sufficient funds, for each Service renewal at least 30 days prior to the expiration (or proposed renewal) date. If 1API does not receive the funds in time or there are insufficient funds in your account by such time, then 1API may at its sole discretion cancel the renewal and take over ownership of the Service and add it to 1API’s own portfolio.

Domain Name Registrations. You agree to abide by the Domain Name Registrant Agreement, the ccTLD Domain Name Policies, and the gTLD Domain Name Policies.

Domain Name Ancillary Services.  You agree to abide by the Domain Name Ancillary Services Agreement.

Domain Name Proxy Services. You agree to abide by the Domain Name Proxy Services Agreement.

DNS Services. You agree to abide by the DNS Services Agreement.

SSL Certificates. You agree to abide by the SSL Certificate Agreement.

Root Servers. You agree to abide by the Root Servers Agreement.
 

6. Pricing and Payment

Prices. The prices charged to you for the Services are published on the Website (“Pricing Schedule”) and are subject to modifications at 1API’s sole discretion. Unless otherwise specified, all amounts are stated herein are in Canadian Dollars.

Payment Obligation. You will pay to 1API the fees based on the Pricing Schedule and via the acceptable method(s) approved by 1API. Without limiting any other term of this Agreement, non-payment of fees hereunder will constitute material breach of this Agreement. You, the customer, will cover all transaction costs and currency exchange losses.

Taxes. All sales, value-added, and other applicable taxes (including, Canadian goods and services taxes) are the responsibility of the customer unless proper and satisfactory proof of tax exemption status is provided.

Replenishing Account. 1API will have no obligation to provide the Services until 1API has received actual payment or proof of payment satisfactory to 1API at its sole and arbitrary discretion (including credit card number and corresponding expiration date or topping off of sufficient funds in customer’s account with 1API via a method approved by 1API). Except as otherwise expressly agreed to in writing signed by an officer of 1API, customer must have sufficient funds in their account to cover the payments owed for the particular Order. If there is insufficient funds in the customer’s account at the time an Order is made, then 1API reserves the right to suspend or terminate the Services without notice or place the particular Service into 1API’s own portfolio or otherwise release the Service.

Payment Methods. Approved methods of payment for the Services are by debit, PayPal, credit card or by wire transfer. You must pay in advance for PayPal or bank transfer payments. And the customer shall pay all transactional processing fees.

Invoices. 1API will send you an invoice each month for the Services rendered and corresponding fees charged thereto. The invoices may be sent in PDF format. If customer requests invoices via regular mail, then 1API may charge $5 per mailing. For debit entries, 1API may additionally charge a processing fee of $12 per debit plus the transaction costs of 1API per debit entry.

Chargebacks. Customer automatically forfeits all rights to the Services if there is any charge back by customer’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 1API may, at its sole reasonable discretion transfer unpaid Services to its own portfolio or to release them to third parties or take other action as deemed appropriate by 1API.

Refund Policy. Advance payments for Services that could not be provisioned will be credited to the customer’s account and will be refunded upon request. Customer will cover any transaction costs for processing a refund. If this Agreement is suspended or terminated for cause by 1API or otherwise terminated by the customer for reasons other than 1API’s material breach, then payments already made for the Services will not be refundable whether in whole or prorated. All amounts paid for active Services will not be refunded or prorated.

Records. 1API may maintain records of all the Services provided hereunder. If there is any inconsistency or conflict between 1API’s records and that of you the customer or any other party then 1API’s records will be deemed the accurate and effective records.

7. Limitation of Liability

1API will not be liable to you 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 1API has been advised of the possibility of such damages. Under no circumstances will 1API’s aggregate liability to you 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.

8. Disclaimer and Force Majeure

1API 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 1API or its third party providers. 1API provides all the Services “as is” and specifically disclaims all warranties of merchantability and fitness for a particular purpose. You understand, acknowledge, and agree that you will use the Services, and all aspects thereto at your sole risk. 1API 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. 1API will make all reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure.

9. Indemnification

You will indemnify, defend, and hold harmless 1API (including 1API’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 1API may suffer or incur as a result of:

  • Any failure by you to comply with the terms of this Agreement;
  • Any representation or warranty in connection with the Services made by you, your employees, contractors, or agents being false or misleading;
  • Any gross negligence or willful misconduct by you, your employees, contractors, or agents;
  • Any Chargeback or;
  • Any alleged or actual violations by you for any law, regulation or rule;

10. Links to Third-Party Websites

This Website and the Services may contain links to third-party websites that are not owned or controlled by 1API. We assume no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, 1API does not censor or edit the content of any third-party websites. By using this Website and the Services, you expressly release 1API from any and all liability arising from your use of any third-party website.

11. Waiver

No waiver by 1API of a breach of any provision hereof will take effect or be binding upon 1API 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 1API in respect of any future breach or in respect of any breach of any other provision hereof.

12. Privacy

You understand and agree that the information you submit to 1API may be shared and is possibly stored with various third parties involved in provisioning or operating the Services. You will comply with all privacy laws, regulations, rules, and policies that are applicable. You authorize 1API to process and use your customer data to consult with third parties in improving the Services. You further understand and agree that 1API may send information and marketing emails to you. For further information on data privacy, 1API’s Privacy Policy is found on the Website.

13. 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.

14. Governing Law and Severability

This Agreement will be governed and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to any rule of conflicts of law. This Agreement will not be governed by or construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods. 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.

15. Notices

Method. Any notice or other communication between you and 1API 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, in the case of 1API, and the contact information provided in your account.

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.

16. Termination

Termination Notice. You may terminate this Agreement by providing 1API 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. You may terminate this Agreement immediately if 1API is in material breach of this Agreement and the material breach is not remedied within 15 calendar days of 1API receiving a written notice to cure from you.

1API’s Right to Terminate. 1API may, at its sole discretion, immediately terminate this Agreement if you violate the Rules of Conduct and Use in Section 4 of this Agreement or materially abuse of the Services.

Automatic Termination. This Agreement will terminate automatically if customer:

  • makes a general assignment for the benefit of customer’s creditors;
  • appoints or has appointed a receiver, trustee in bankruptcy or similar officer to take charge of all or part of customer’s assets;
  • files or has a petition filed against the customer in any bankruptcy; or
  • is adjudicated insolvent or bankrupt.

Effect. Upon expiration or termination of this Agreement:

  • Customer will immediately cease all activities related in any way to this Agreement, including the use of the Services and 1API’s Intellectual Property;
  • Customer must submit a written request to 1API’s corporate address to facilitate the transfer of their domains to a 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, Intellectual Property, limitation of liability, indemnity, Confidential Information, and governing law).