BEALS WEB DESIGN

Quality Affordable Web Design

Legal Agreements
TERMS OF SERVICE This Agreement ('Agreement') is by and between BealsWebDesign.com ('BEALS WEB DESIGN') a California-based Company and You, Your heirs, agents, successors and assigns ('Customer'), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Customer's use of BEALS WEB DESIGN software ('Software') and services ('Services') and explains BEALS WEB DESIGN's obligations to Customer and Customer's obligations to BEALS WEB DESIGN in relation to the Software and Services Customer purchases. This Agreement as well as any additional BEALS WEB DESIGN's policies, together with all modifications thereto, constitute the complete and exclusive agreement between Customer and BEALS WEB DESIGN concerning Customer's use of BEALS WEB DESIGN's Software and Services, and supersede and govern all prior proposals, agreements, or other communications. By purchasing BEALS WEB DESIGN's Software or Services, Customer acknowledges that Customer has read, understood, and agrees to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which BEALS WEB DESIGN may establish from time to time, and any agreements that BEALS WEB DESIGN is currently bound by or will be bound by in the future. In addition to transactions entered into by Customer on Customer's behalf, Customer also agrees to be bound by the terms of this Agreement for transactions entered into on Customer's behalf by anyone acting as Customer's Agent, and transactions entered into by anyone who uses the account Customer has established with BEALS WEB DESIGN, whether or not the transactions were in Customer's behalf. Customer acknowledges that BEALS WEB DESIGN's acceptance of any application made by Customer for Services provided by BEALS WEB DESIGN will take place at the Internet Corporation for Assigned Names and Numbers ('ICANNs) accredited registrar's offices. BEALS WEB DESIGN and the Customer may be referred to individually as a 'Party' and collectively as the 'Parties'. NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, BEALS WEB DESIGN and the Customer, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS (1) 'Advance Account' refers to the credit balance maintained by the Customer with BEALS WEB DESIGN. (2) 'Business Day' refers to a working day between Mondays to Friday excluding all Public Holidays. (3) 'Clear Balance' refers to credit in the Customer Advance Account after deducting any accrued liabilities, Locked Funds and debited amounts. (4) 'Confidential Information', as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by BEALS WEB DESIGN to the Customer under this Agreement, whether written, transmitted, oral, through BEALS WEB DESIGN Web Site or otherwise, that is marked as Confidential. (5) 'Customer Contact Details' refers to the Contact Details of the Customer as listed in the BEALS WEB DESIGN's Platform Database (6) 'Customer Control Panel' refers to the set of Web-based interfaces provided by BEALS WEB DESIGN and its Service Providers to the Customer which allows him to Manage Orders (7) 'Customer Product Agreement Extension' refers to the latest version of a Specific Customer Product Agreement Extension as posted in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site. (8) 'BEALS WEB DESIGN's Platform' refers to the set of Servers, Software, Interfaces, BEALS WEB DESIGN's Products and API that is provided for use directly or indirectly under this Agreement by the BEALS WEB DESIGN and/or its Service Providers. (9) 'BEALS WEB DESIGN's Platform Database' is the collection of data elements stored on the BEALS WEB DESIGN's Platform Servers. (10) 'BEALS WEB DESIGN's Platform Servers' refer to Machines / Servers that BEALS WEB DESIGN or its Service Providers maintain to fulfill services and operations of the BEALS WEB DESIGN's Platform (11) 'BEALS WEB DESIGN's Platform User' refers to the Customer and any Agent, Employee, Contractee of the Customer or any other Legal Entity, that has been provided access to the 'BEALS WEB DESIGN's Platform' by the Customer, directly or indirectly. (12) 'Order' refers to a BEALS WEB DESIGN's Product purchased by the Customer having a unique Order ID in the BEALS WEB DESIGN's Platform Database. (13) 'BEALS WEB DESIGN's Products' refer to all Products and Services of BEALS WEB DESIGN which it has provided/rendered/sold, or is providing/rendering/selling. (14) 'BEALS WEB DESIGN's Servers' refer to web servers, Mailing List Servers, Database Servers, BEALS WEB DESIGN's Platform Servers and any other Machines / Servers that BEALS WEB DESIGN or its Service Providers Operate, for the BEALS WEB DESIGN's Platform, the BEALS WEB DESIGN's Web Site, the BEALS WEB DESIGN's Mailing Lists, BEALS WEB DESIGN's Products and any other operations required to fulfill services and operations of Parent. (15) 'BEALS WEB DESIGN's Web Site' refers to BealsWebDesign.com (16) 'Service Providers' refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that BEALS WEB DESIGN or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of BEALS WEB DESIGN's Products, BEALS WEB DESIGN's Platform, and any other services and operations of BEALS WEB DESIGN. 2. CUSTOMER PRODUCT AGREEMENT EXTENSIONS (1) The Customer may purchase various BEALS WEB DESIGN's Products in the course of their relationship with BEALS WEB DESIGN under this agreement. by submitting to BEALS WEB DESIGN, in a form and manner prescribed by BEALS WEB DESIGN, one or more Customer Product Agreement Extensions, which shall then be included as a part of this Agreement. (2) Any conflicting definitions, terms and conditions in a Customer Product Agreement Extension shall take precedence over the same definition, terms and conditions in this Agreement, and shall be applied only to that Customer Product Agreement Extension. 3. OBLIGATIONS OF BEALS WEB DESIGN BEALS WEB DESIGN shall make available the latest versions of this Agreement and Customer Product Agreement Extensions in the Customer Control Panel or on the BEALS WEB DESIGN Web Site. 4. OBLIGATIONS OF THE CUSTOMER (1) The Customer acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order or the Customer in the BEALS WEB DESIGN's Platform Database, the data element in the BEALS WEB DESIGN's Platform Database records shall prevail. (2) The Customer acknowledges that all information of the Customer in the BEALS WEB DESIGN's Platform, including authentication information is accessible to BEALS WEB DESIGN and its Service Providers (3) The Customer shall comply with all terms or conditions established by BEALS WEB DESIGN and/or its Service Providers from time to time. (4) The Customer agrees to provide, maintain and update, current, complete and accurate information for all the data elements about the Customer in the BEALS WEB DESIGN's Platform Database. (5) Customer acknowledges that BEALS WEB DESIGN's Products may be obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Customer acknowledges and agrees that BEALS WEB DESIGN shall not have any liability associated with any such. (6) The Customer agrees to maintain a secure password ('Customer's Password') to the Customer's Account. A secure password is one that is minimum six (6) characters long, contains upper and lower case letters, contains numbers or other characters, and can not be found in direct or reverse order in a dictionary, without regard to the language of the dictionary. The Customer is solely responsible for changing the Customer's Password as required to ensure secure access to the Customer's Account. It is recommended that the Customer change the Customer's Password at least once every six months. The Customer is also solely responsible for ensuring the confidentiality and secrecy of the Customer's Password. (7) The Customer acknowledges and agrees that any recommendation made by BealsWebDesign.com employees for services or products ancillary to BealsWebDesign.com Services are the recommendations of that employee only and not of BealsWebDesign.com. BealsWebDesign.com does not warrant the integrity or quality of the services or products provided by such third parties. The Customer agrees to hold BEALS WEB DESIGN.com, any third party entity related to BealsWebDesign.com (including, without limitation, third party vendors), and BealsWebDesign.com executives, directors, officers, managers, employees, consultants, licensors, suppliers, partners, contractors, agents, BEALS WEB DESIGN's companies, related companies, affiliates and subsidiaries harmless from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including, without limitation, any and all legal fees and expenses arising out of or related to the Customer's reliance on any recommendation made by a BEALS WEB DESIGN.com employee regarding services or products ancillary to BealsWebDesign.com Services. (8) Upon the Customer's registration of a domain name with any registry, the Customer will also be subject to the terms and conditions of the Uniform Domain Name Dispute Resolution Policy set forth in <a href="http://www.icann.org/udrp/udrp-policy-24oct99.htm"taret="_new">http://www.icann.org/udrp/udrp-policy-24oct99.htm</a> or such other domain name dispute policy as may be issued by ICANN from time to time. (9) During the term of this Agreement and for three years thereafter, the Customer shall maintain the following records relating to its dealings with BEALS WEB DESIGN and their Agents or Authorized Representatives: - (1) In electronic, paper or microfilm form, all written communications with respect to BEALS WEB DESIGN's Products. (2) In electronic form, records of the accounts of all, current / past Orders with the Customer, including dates and amounts of all payments, discount, credits and refunds. The Customer shall make these records available for inspection by BEALS WEB DESIGN upon reasonable notice not exceeding 14 days. 5. REPRESENTATIONS AND WARRANTIES BEALS WEB DESIGN and Customer represent and warrant that: - (1) they have all requisite power and authority to execute, deliver and perform their obligations under this Agreement; (2) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Reseller and BEALS WEB DESIGN in accordance with its terms; (3) The execution, delivery, and performance of this Agreement and the consummation by BEALS WEB DESIGN and the Reseller of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: - (1) any provision of law, rule, or regulation; (2) any order, judgment, or decree; (3) any provision of corporate by-laws or other documents; or (4) any agreement or other instrument. (4) the execution, performance and delivery of this Agreement has been duly authorized by the Customer and Parent; (5) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby; The Customer represents and warrants that: (1) the Customer has read and understood every clause of this Agreement (2) the Customer has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement; and (3) the Customer is eligible, to enter into this Contract according to the laws of his country 6. RIGHTS OF BEALS WEB DESIGN AND SERVICE PROVIDERS (1) BEALS WEB DESIGN and Service Providers may change any information, including Authentication Information of the Customer in the BEALS WEB DESIGN's Platform Database upon receiving authorization from the Customer in any form as maybe prescribed by BEALS WEB DESIGN from time to time. (2) BEALS WEB DESIGN and Service Providers may provide/send any information in the BEALS WEB DESIGN's Platform Database, about the Customer, including Authentication information (1) to the Customer Contact Details (2) to any authorised representative, agent, contractee, employee of the Customer upon receiving authorization in any form as maybe prescribed by BEALS WEB DESIGN from time to time (3) to the Service Providers (3) BEALS WEB DESIGN and Service Providers in its own discretion can at any point of time temporarily or permanently cease to sell a BEALS WEB DESIGN's Product (4) BEALS WEB DESIGN reserves the right to change pricing, minimum order levels, and discounts, of any BEALS WEB DESIGN's Product , at any time. (5) BEALS WEB DESIGN and Service Providers, in their sole discretion, expressly reserve the right to deny any Order or cancel an Order within 30 days of processing the same. In such case BEALS WEB DESIGN may refund the fees charged for the Order, after deducting any processing charges for the same. Administration charges for any cancellation, where applicable, is chargeable at the higher of 8.5% of transaction price or USD1.50 per transaction. (6) BEALS WEB DESIGN and Service Providers, in their sole discretion, without notice, expressly reserve the right to modify, upgrade, freeze the BEALS WEB DESIGN's Platform, and its associated Services. (7) BEALS WEB DESIGN and Service Providers, in their sole discretion, expressly reserve the right to without notice or refund, delete, suspend, deny, cancel, modify, take ownership of or transfer any Order, or to delete, Suspend, freeze, modify BEALS WEB DESIGN's Platform Users' access to BEALS WEB DESIGN's Platform, or to modify, upgrade, suspend, freeze BEALS WEB DESIGN's Platform, in order to recover any Payment from the Customer for any service rendered by the BEALS WEB DESIGN including services rendered outside the scope of this agreement, or to correct mistakes made by BEALS WEB DESIGN or its Service Providers in processing or executing an Order, or incase of any breach of this agreement, or incase of violation of any Terms listed in all the Appendices, or incase BEALS WEB DESIGN learns of a possibility of breach or violation of this agreement or its appendices which BEALS WEB DESIGN in its sole discretion determines to be appropriate, or incase of Termination of this agreement, or if BEALS WEB DESIGN learns of any such event which BEALS WEB DESIGN reasonably determines would lead to Termination of this Agreement or would constitute as Breach thereof, or to protect the integrity and stability of the BEALS WEB DESIGN's Products and the BEALS WEB DESIGN's Platform, or to comply with any applicable laws, government rules or requirements, requests of law enforcement, or in compliance with any dispute resolution process, or in compliance with any agreements executed by Parent, or to avoid any liability, civil or criminal, on the part of BEALS WEB DESIGN and/or Service Providers, as well as their affiliates, subsidiaries, officers, directors and employees, or if the Customer and/or its Agents or any other authorized representatives of the Customer violate any applicable laws/government rules/usage policies, including but not limited to, intellectual property, copyright, patent, anti-spam, or BEALS WEB DESIGN learns of the possibility of any such violation, or authorisation from the Customer in any manner that BEALS WEB DESIGN deems satisfactory, or for any appropriate reason. The Customer agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of BEALS WEB DESIGN and Service Providers, are not liable for loss or damages that may result from any of the above. (8) Incase of Orders involving web services, BEALS WEB DESIGN and Service Providers can choose to redirect any Order to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine, if an Order has expired, or has been suspended, or does not contain valid information to direct it to any destination. (9) BEALS WEB DESIGN has the right to rectify any mistakes in the data in the BEALS WEB DESIGN's Platform Database with retrospective effect. 7. TERM OF AGREEMENT AND RENEWAL The term of this Agreement shall be 1 (ONE) YEAR from the Effective Date and will automatically renew for successive 1 (ONE) YEAR Renewal Term (hereinafter referred to each a 'Renewal Term' and cumulatively the 'Term'). The Term shall continue until the earlier to occur of the following: (1) the Agreement is terminated as provided for in Section 8 (TERMINATION OF AGREEMENT); and (2) The Customer elects not to renew at the end of the Initial Term or any Renewal Term. 8. TERMINATION OF AGREEMENT (1) Either Party may terminate this Agreement and/or any Customer Product Agreement Extension at any time by (1) giving a 30 (Thirty) days written notice of termination delivered as per Section 24 (NOTICE). (2) With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's Business. (2) BEALS WEB DESIGN may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying the Customer in writing, as of the date specified in such notice of termination under the following circumstances (1) In the event that the Customer or an Agent / Employee / Authorized Representative of the Customer materially breaches any term of this Agreement and/or any Customer Product Agreement Extension, including any of its representations, warranties, covenants and agreements hereunder (2) There was a material misrepresentation and/or material inaccuracy, and/or materially misleading statement in Customer's Application to BEALS WEB DESIGN and/or any material accompanying the application. (3) With immediate effect if : - (1) the Customer is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that BEALS WEB DESIGN reasonably deems as the substantive equivalent of any of these; or (2) the Customer is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others. (3) as provided for in Appendix 'A' and Appendix 'C' (4) if Any officer or director of the Customer is convicted of a felony or of a misdemeanor related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that BEALS WEB DESIGN deems as the substantive equivalent of any of these; (3) Customer may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying BEALS WEB DESIGN in writing, as of the date of receipt of such notice, in the event that the Customer does not agree with any revision to the Agreement or any Customer Product Agreement Extension made as per Section 14 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND Customer Product Agreement EXTENSIONS) within 30 days of such revision. (4) Any Product Agreement Extension shall terminate with immediate effect in the event that (1) BEALS WEB DESIGN ceases to sell the particular BEALS WEB DESIGN's Product covered under that Product Agreement Extension (2) Parents contract with Service Provider for the particular BEALS WEB DESIGN's Product terminates or expires without renewal (5) Effect of Termination of this Agreement (1) BEALS WEB DESIGN shall suspend all BEALS WEB DESIGN's Platform Users' access to the BEALS WEB DESIGN's Platform, BEALS WEB DESIGN's Servers and all BEALS WEB DESIGN's Products and Services, under this agreement and all Customer Product Agreement Extensions, immediately upon receiving Termination notice from the Customer or upon learning of any event, which BEALS WEB DESIGN reasonably determines, would lead to Termination of the Agreement. (2) Upon expiration or termination of this Agreement, all Customer Product Agreement Extensions signed by the Customer shall deemed to have been Terminated with immediate effect (3) Upon expiration or termination of this Agreement, BEALS WEB DESIGN may complete the processing of all Orders requested to be processed, in the order that they were requested to be processed, by the Customer prior to the date of such expiration or termination, provided that the Customer's Advance Account with BEALS WEB DESIGN has Clear Balance sufficient to carry out these Orders. If BEALS WEB DESIGN is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed (6) Effect of Termination of any Customer Product Agreement Extension (1) BEALS WEB DESIGN may suspend BEALS WEB DESIGN's Platform Users' access to applicable BEALS WEB DESIGN's Products and Services , and the BEALS WEB DESIGN's Platform immediately upon receiving Termination notice from the Customer or upon learning of any event, which BEALS WEB DESIGN reasonably determines, would lead to Termination of any Customer Product Agreement Extension (2) Upon expiration or termination of any Customer Product Agreement Extension, BEALS WEB DESIGN may complete the processing of all Orders, of that BEALS WEB DESIGN's Product, in the order that they were requested to be processed, by the Reseller prior to the date of such expiration or termination, provided that BEALS WEB DESIGN is in a position to fulfill these Orders, and the Customer's Advance Account with BEALS WEB DESIGN has Clear Balance sufficient to carry out these Orders. If BEALS WEB DESIGN is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed (3) BEALS WEB DESIGN may transfer all Orders falling under the purview of the specific Customer Product Agreement Extension to another Customer or Parent. (7) Any pending balance due from the Customer at the time of termination of this Agreement or any Customer Product Agreement Extension will be immediately payable. (8) Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Customer Product Agreement Extension in accordance with its terms, unless specified otherwise.The Customer however shall be liable for any damage arising from any breach by it of this Agreement or any Customer Product Agreement Extension. 9. FEES / RENEWAL (1) Customer shall pay all applicable fees/advances as per the Payment Terms and Conditions set out in Appendix 'C' (2) BEALS WEB DESIGN will charge a non-refundable fee for an Order unless stated otherwise in any Product Agreement Extension. The applicable fees will be displayed in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site and during the Ordering Process. BEALS WEB DESIGN has the right to revise this pricing at anytime. Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site or on notification to the Customer via email to the Customer. (3) Customer acknowledges that it is the Customer's responsibility to keep records and maintain reminders regarding the expiry of any Order. As a convenience to the Customer, and not as a binding commitment, we may notify the Customer of any expiring Orders, via an email message sent to the contact information associated with the Customer in the BEALS WEB DESIGN's Platform database. Should renewal fees go unpaid for an Order, the Order will expire. (4) Customer acknowledges that after expiration of the term of an Order, Customer has no rights on such Order, or any information associated with such Order, and that ownership of such Order now passes on to Parent. BEALS WEB DESIGN and Service Providers may make any modifications to said Order or any information associated with said Order. BEALS WEB DESIGN and Service Providers may intercept any network/communication requests to such Order and process them in any manner in their sole discretion. BEALS WEB DESIGN and Service Providers may choose to monetize such requests in any fashion at their sole discretion. BEALS WEB DESIGN and Service Providers may choose to display any appropriate message, and/or send any response to any user making a network/communication request, for or concerning said Order. BEALS WEB DESIGN and Service Providers may choose to delete said Order at anytime after expiry upon their sole discretion. (5) BEALS WEB DESIGN at its sole discretion may allow the renewal of the Order after Order expiry, and such renewal term will start as on the date of expiry of the Order, unless otherwise specified. Such process may be charged separately. Such renewal after the expiry of the Order may not result in exact reinstatement of the Order in the same form as it was prior to expiry. (6) BEALS WEB DESIGN makes no guarantees about the number of days, after deletion of an Order, after which the same Order will once again become available for purchase. 10. LIMITATION OF LIABILITY IN NO EVENT WILL BEALS WEB DESIGNOR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BEALS WEB DESIGN AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BEALS WEB DESIGN FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO: (1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION; (2) LOSS OR LIABILITY RESULTING FROM FORCE MAJOR EVENTS; (3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS; (4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY; (5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR BEALS WEB DESIGNPRODUCT(S) PROVIDED UNDER THIS AGREEMENT; (6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE. If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against BEALS WEB DESIGN by the Customer, then in no event will the liability of BEALS WEB DESIGN exceed actual amount paid to BEALS WEB DESIGN by the Customer for the Order in question minus direct expenses incurred with respect to that Order. BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE BEALS WEB DESIGNRELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO BEALS WEB DESIGNBY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. 11. INDEMNIFICATION (1) The Customer, at their own expense, will indemnify, defend and hold harmless, Parent, Service Providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of Parent, and Service Providers, against any claim, suit, action, or other proceeding brought Against BEALS WEB DESIGN or Service Providers based on or arising from any claim or Alleged claim, of third parties relating to or arising under this Agreement, BEALS WEB DESIGN's Products provided hereunder or use of the BEALS WEB DESIGN's Products, including without limitation:- (1) infringement by either the Customer, or someone else using a Parent Product with the Customer's computer, of any intellectual property or other proprietary right of any person or entity (2) arising out of any breach by the Customer of this Agreement. (3) relating to or arising out of any Order or use of any Order However, that in any such case BEALS WEB DESIGN may serve either of the Customer with notice of any such claim and upon their written request, BEALS WEB DESIGN will provide to them all available information and assistance reasonably necessary for them to defend such claim, provided that they reimburse BEALS WEB DESIGN for its actual costs. (2) The Customer will not enter into any settlement or compromise of any such indemnifiable claim without Parent's prior written consent, which shall not be unreasonably withheld. (3) The Customer will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by BEALS WEB DESIGN in connection with or arising from any such indemnifiable claim, suit, action or proceeding. 12. INTELLECTUAL PROPERTY Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by BEALS WEB DESIGN to the Customer, or by any disclosure of any Confidential Information to the Customer under this Agreement. Customer shall further ensure that the Customer does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Customer acknowledges that BEALS WEB DESIGN cannot and does not check to see whether any services or the use of the services by the Reseller under this Agreement, infringes legal rights of others. 13. OWNERSHIP AND USE OF DATA (1) Customer agrees and acknowledges that BEALS WEB DESIGN owns all data, compilation, collective and similar rights, title and interests worldwide in the BEALS WEB DESIGN's Platform Database, and all information and derivative works generated from the BEALS WEB DESIGN's Platform Database. (2) BEALS WEB DESIGN and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by BEALS WEB DESIGN or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason. 14. DELAYS OR OMISSIONS; WAIVERS No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered. 15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT (1) During the period of this Agreement, the Customer agrees that BEALS WEB DESIGN may: - (1) revise the terms and conditions of this Agreement; and (2) change the services provided under this Agreement (2) Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the BEALS WEB DESIGN Web Site (3) The Customer agrees to review the Customer Control Panel and BEALS WEB DESIGN Web Site including the agreements, periodically, to be aware of any such revisions (4) If the Customer does not agree with any revision, the Customer may terminate this Agreement according to Section 8(3) of this Agreement (5) The Customer agrees that, continuing use of the services under this Agreement following notice of any revision, will constitute as an acceptance of any such revisions or changes (6) The Customer shall execute, in a form and manner prescribed by BEALS WEB DESIGN, a supplementary agreement incorporating the amendments to or revisions of the Agreement and/or Customer Product Agreement Extension (7) The length of the term of the substituted agreement will be calculated as if it is commenced on the date the original Agreement began and the original Agreement will be deemed terminated. (8) It will be the Customer's responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Customer's Agents / Employees / Authorised Representatives. 16. CONFIDENTIALITY All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix 'B'. 17. PUBLICITY The Customer shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to us or our Service Providers or uses any of Parent's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to us and our Service Providers and receiving prior written consent. The Customer gives BEALS WEB DESIGN the right to recommend / suggest the Customer's name and details to Customers / Visitors to the BEALS WEB DESIGN's Web Site, and Prospective Customers and use the Customer's name in marketing / promotional material with regards to BEALS WEB DESIGN's Products. 18. TAXES The Customer shall be responsible for sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement and the BEALS WEB DESIGN's Products. 19. FORCE MAJEURE Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a 'Force Majeure Event') including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible. 20. ASSIGNMENT / SUBLICENSE Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Customer shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of the Parent. 21. CUSTOMER - CUSTOMER TRANSFER (1) BEALS WEB DESIGN may transfer the Order of the Customer to another Person, Organization or any other Legal entity under the following circumstances: - (1) Authorization from the Customer and/or their Agent or Authorized Representative in a manner prescribed by BEALS WEB DESIGN from time to time; (2) On receiving orders from a competent Court, Law Enforcement Agency, or recognized Regulatory body; (3) Breach of Contract; (4) Termination of this Agreement; (5) BEALS WEB DESIGN learns of any such event, which BEALS WEB DESIGN reasonably determines would lead to Termination of this Agreement, or would constitute as Breach thereof. (2) In the above circumstances the Customer shall extend full cooperation to BEALS WEB DESIGN in transferring the Order of the Customer. 22. DISCLAIMER The BEALS WEB DESIGN's Platform, BEALS WEB DESIGN's Servers and any other Software / API / Specification / Documentation / Application Services is provided on 'as is' and 'where is' basis and without any warranty of any kind. BEALS WEB DESIGNEXPRESSLY DISCLAIMS ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. BEALS WEB DESIGNDOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE ABOVE WILL MEET THE CUSTOMER'S REQUIREMENTS, OR THAT THE OPERATION OF THE ANY OF THE ABOVE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN ANY OF THE ABOVE WILL BE CORRECTED. BEALS WEB DESIGNWILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. FURTHERMORE, BEALS WEB DESIGNNEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE BEALS WEB DESIGN's Platform, BEALS WEB DESIGNSERVERS, BEALS WEB DESIGNWeb Site AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 23. JURISDICTION & ATTORNEY'S FEES This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where BEALS WEB DESIGN is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where BEALS WEB DESIGN s incorporated. BEALS WEB DESIGN reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Customer is situated as per the laws of that Country/State/District. If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled. 24. MISCELLANEOUS (1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa. (2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein. (3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator. (4) This Agreement shall inure to the benefit of and be binding upon BEALS WEB DESIGN and the Customer as well as all respective successors and permitted assigns. (5) Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, 24(3), 24(5), 24(7), 24(11), 25(2) and all Sections of Appendix A, and all Sections of Appendix B, and all Sections of Appendix C and any Sections covered separately under a Survival clause in any Customer Product Agreement Extension shall survive.. (6) This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), with any remedy, claim, and cause of action or privilege against BEALS WEB DESIGN. (7) The Customer, Parent, and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties. (8) Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated/ carried out, by / as a result of, this Agreement. (9) Construction: The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. (10) Entire Agreement; Severability: This Agreement, which includes Appendix A, Appendix B, Appendix C and each executed Customer Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible. (11) The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement. (12) This agreement may be executed in counterparts. (13) Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only. (14) Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of the Parent 25. BREACH In the event that BEALS WEB DESIGN suspects breach of any of the terms and conditions of this Agreement: (1) BEALS WEB DESIGN can immediately, without any notification and without assigning any reasons, suspend / terminate the BEALS WEB DESIGN's Platform Users' access to all BEALS WEB DESIGN Products and Services and the BEALS WEB DESIGN's Platform. (2) The Customer will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement. 26. NOTICE (1) Any notice or other communication required or permitted to be delivered to BEALS WEB DESIGN under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered when delivered to the legal contact address specified in the Customer Control Panel or on the BEALS WEB DESIGN Web Site by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day. (2) Any notice or other communication required or permitted to be delivered to the Customer under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, given and received when delivered to contact address of the Customer in the BEALS WEB DESIGN's Platform Database. (3) Any notice or other communication to be delivered to any party via email under this agreement shall be deemed to have been properly delivered if sent in case of BEALS WEB DESIGN to its Legal Contact mentioned in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site and in case of the Customer to their respective email address in the BEALS WEB DESIGN's Platform Database. (4) Other than those notices mentioned in this agreement, BEALS WEB DESIGN is NOT required to communicate with the Customer in any respect about services provided under this agreement. As a convenience to the Customer, BEALS WEB DESIGN may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by BEALS WEB DESIGN at anytime. APPENDIX 'A' TERMS AND CONDITIONS OF BEALS WEB DESIGN's PLATFORM USAGE This Appendix A covers the terms of access to the BEALS WEB DESIGN's Platform. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement. 1. ACCESS TO BEALS WEB DESIGN's Platform (1) BEALS WEB DESIGN may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend BEALS WEB DESIGN's Platform Users' access to the BEALS WEB DESIGN's Platform in the event of significant degradation of the BEALS WEB DESIGN's Platform, or at any time BEALS WEB DESIGN may deem necessary. (2) BEALS WEB DESIGN may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the BEALS WEB DESIGN's Platform from time to time. (3) Access to the BEALS WEB DESIGN's Platform is controlled by authentication information provided by Parent. BEALS WEB DESIGN is not responsible for any action in the BEALS WEB DESIGN's Platform that takes place using this authentication information whether authorized or not. (4) BEALS WEB DESIGN is not responsible for any action in the BEALS WEB DESIGN's Platform by a BEALS WEB DESIGN's Platform User (5) BEALS WEB DESIGN's Platform User will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the BEALS WEB DESIGN's Platform including, without Limitation temporary / permanent slow down of the BEALS WEB DESIGN's Platform, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the BEALS WEB DESIGN's Platform and architecture needed to continue operation thereof. (6) BEALS WEB DESIGN's Platform User will not send or cause the sending of repeated unreasonable network requests to the BEALS WEB DESIGN's Platform or establish repeated unreasonable connections to the BEALS WEB DESIGN's Platform. BEALS WEB DESIGN will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections. (7) BEALS WEB DESIGN's Platform User will take reasonable measures and precautions to ensure secrecy of authentication information. (8) BEALS WEB DESIGN's Platform User will take reasonable precautions to protect BEALS WEB DESIGN's Platform Data from misuse, unauthorized access or disclosure, alteration, or destruction. (9) BEALS WEB DESIGN shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information. (10) BEALS WEB DESIGN shall not be liable for any damages due to downtime or interruption of BEALS WEB DESIGN's Platform for any duration and any cause whatsoever. (11) BEALS WEB DESIGN shall have the right to temporarily or permanently suspend access of a BEALS WEB DESIGN's Platform User to the BEALS WEB DESIGN's Platform if BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the BEALS WEB DESIGN's Platform, or learns of any possible misuse that has occurred, or will occur with respect to an BEALS WEB DESIGN's Platform User. (12) BEALS WEB DESIGN and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, BEALS WEB DESIGN's Platform 2. Terms of USAGE OF BEALS WEB DESIGN's Platform (1) Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates and BEALS WEB DESIGN's Platform Users, either directly or indirectly, shall not use or permit use of the BEALS WEB DESIGN's Platform, directly or indirectly, in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose, or to promote adult-oriented or 'offensive' material, or related to any unsolicited bulk e-mail directly or indirectly (such as by referencing an BEALS WEB DESIGN's Platform provided service within a spam email or as a reply back address), or related to ANY unsolicited marketing efforts offline or online, directly or indirectly, or in a manner injurious to Parent, Service Providers or their Resellers, Customers and BEALS WEB DESIGN's Platform Users, or their reputation, including but not limited to the following - (1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.) (2) Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic) (3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider (4) Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ('spamware') (5) Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software (6) Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or BEALS WEB DESIGN (7) Impersonating another user or entity or an existing company/user/service or otherwise falsifying one's identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere (8) Using BEALS WEB DESIGN's Platform services to point to or otherwise direct traffic to, directly or indirectly, any material that, in the sole opinion of Parent, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Parent, to be threatening or obscene or inappropriate (9) Using BEALS WEB DESIGN's Platform directly or indirectly for any of the below activities activities: (1) Transmitting Unsolicited Commercial e-mail (UCE) (2) Transmitting bulk e-mail (3) Being listed, or, in our sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist (4) Posting bulk Usenet/newsgroup articles (5) Denial of Service attacks of any kind (6) Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the BEALS WEB DESIGN in its sole discretion (7) Copyright or trademark infringement (8) Unlawful or illegal activities of any kind (9) Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse) (10) Causing lossage or creating service degradation for other users whether intentional or inadvertent. (2) BEALS WEB DESIGNin its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above. (3) Data in the BEALS WEB DESIGN's Platform Database cannot be used for any purpose other than those listed below, except if explicit written permission has been obtained from Parent: - 1. To perform services contemplated under this agreement; and 2. To communicate with BEALS WEB DESIGN on any matter pertaining to BEALS WEB DESIGN or its services (4) Data in the BEALS WEB DESIGN's Platform Database cannot specifically be used for any purpose listed below :- 1. Mass Mailing or SPAM; and 2. Selling the data APPENDIX 'B'- CONFIDENTIALITY The Customer use and disclosure of Confidential Information disclosed hereunder are subject to the following terms and conditions: - (1) With respect to the Confidential Information, the Customer agree that: (1) The Customer shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from Parent. (2) The Customer shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Customer are a corporation, partnership, or similar entity, disclosure is permitted to the their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Customer shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and (3) The Customer shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Parent. (2) The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that: (1) is disclosed with Parent's prior written approval; or (2) is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or (3) is known by the Customer prior to the time of disclosure in its integrated and aggregated form; or (4) is independently developed by the Customer without use of the Confidential Information; or (5) is made generally available by BEALS WEB DESIGN without restriction on disclosure. (3) In the event the Customer is required by law, regulation or court order to disclose any of Parent's Confidential Information, the Customer will promptly notify BEALS WEB DESIGN in writing prior to making any such disclosure in order to facilitate BEALS WEB DESIGN seeking a protective order or other appropriate remedy from the proper authority, at the Customer' expense. The Customer agrees to cooperate with BEALS WEB DESIGN in seeking such order or other remedy. The Customer further agree that if BEALS WEB DESIGN is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required. (4) In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer' possession shall be immediately returned to BEALS WEB DESIGN or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to BEALS WEB DESIGN the Customer' compliance with this provision. (5) The Customer shall provide full voluntary disclosure to BEALS WEB DESIGN of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect. (6) The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties. (7) The Customer agrees that BEALS WEB DESIGN shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer. APPENDIX 'C' - PAYMENT TERMS AND CONDITIONS 1. ADVANCE ACCOUNT (1) Prior to purchasing any BEALS WEB DESIGN's Products, the Customer shall maintain an Advance Account with BEALS WEB DESIGN. (2) As and when, the Customer purchases BEALS WEB DESIGN's Products, the Customer's Advance Account balance shall be reduced as per the then current pricing of that BEALS WEB DESIGN's Product as mentioned in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site or during the ordering process. (3) BEALS WEB DESIGN shall maintain a record of Customer's Advance Account balance, which shall be accessible by the Customer. If the Customer's Advance Account balance is insufficient for processing any Order then that Order may not be processed. (4) The Advance Account will maintain the Customer Credit in both the Accounting Currency and Selling Currency of the Parent's choice. BEALS WEB DESIGN has the right to modify the currency at anytime. (5) Any negative balance in the Customer's Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 24 hours, BEALS WEB DESIGN has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise BEALS WEB DESIGN shall continue to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer's Advance Account. (6) BEALS WEB DESIGN shall have the right to set-off any payment received from the Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer against any negative balance in the Customer's Advance Account. (7) Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by BEALS WEB DESIGN at anytime 2. PAYMENT TERMS (1) BEALS WEB DESIGN will accept payments from the Customer only by means specified in the Customer Control Panel (2) A service registration would be completed only upon Customer's account in our BEALS WEB DESIGN's Platform being updated with the funds receipt of the payment made. Customer needs to ensure that the funds are transacted and received in both Customer's payment mode and BEALS WEB DESIGN's Platform. If for any reason, the funds were deducted from Customer's payment mode, however were not received in Customer's BEALS WEB DESIGN's account in BEALS WEB DESIGN's Platform', resulting in payment pending in BEALS WEB DESIGN's Platform, the service registration is deemed to be incomplete and not activated until payment has also resulted in customer's BEALS WEB DESIGN's acccount in 'BEALS WEB DESIGN's Platform. (3) BEALS WEB DESIGN will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which BEALS WEB DESIGN may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Parent's Account. The exchange rate will be determined by BEALS WEB DESIGN through a reasonable source. The exchange rate determined by BEALS WEB DESIGN shall be undisputable. (4) It is the Customer's responsibility to provide the Customer Username to BEALS WEB DESIGN to be credited for the payment. The absence of the Customer Username along with reasonable information will delay the corresponding credit to the Advance Account. (5) In the event that the Customer charges back a payment made via Credit Card or the payment instrument sent by the Customer bounces due to Lack of Funds or any other Reason, then (1) BEALS WEB DESIGN may immediately suspend BEALS WEB DESIGN's Platform Users' access to the BEALS WEB DESIGN's Platform (2) BEALS WEB DESIGN has the right to terminate this agreement with immediate effect and without any notice. (3) BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of or transfer any or all of the Orders placed by the Customer, as well as stop / suspend / delete / transfer any Orders currently being processed. (4) BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Customer to any other Customer, or under Parent's account. (6) BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same. (7) Any negative balance in the Customers Advance Account shall become immediately payable (8) BEALS WEB DESIGN shall have the right to initiate any legal proceedings against the Customer to recover any such liabilities. 3. PRICING TERMS (1) All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding BEALS WEB DESIGN's Product. This is excluding taxes, surcharges or any other costs. (2) BEALS WEB DESIGN may at any time change the price of any BEALS WEB DESIGN's Product with reasonable notification to the Customer. 4. REFUNDS AND REIMBURSEMENT TERMS (1) All Clear Balance pending in the Advance Account maybe reimbursed fully to the Customer, on request of the Customer. Such Request must be sent to BEALS WEB DESIGN in the manner prescribed by Parent. (2) All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process. (3) BEALS WEB DESIGN will not be responsible for any differences in the reimbursement amount due to Fluctuation in International Currency rates. BEALS WEB DESIGN will determine in its sole discretion appropriate conversion rates for currency exchange (4) BEALS WEB DESIGN will not refund any amount that has already been debited to the Customers Advance Account under any circumstances. 5. GENERAL If for any reason BEALS WEB DESIGN is unable to charge Customer's Payment Method (including but not limited to credit card and Pay Pal) for the full amount owed BEALS WEB DESIGN for the Services provided, or if BEALS WEB DESIGN is charged a penalty for any fee it previously charged to Customer's Payment Method, Customer agrees that BEALS WEB DESIGN may pursue all available remedies in order to obtain payment. Customer agrees that among the remedies BEALS WEB DESIGN may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to Customer of any domain names or Services registered or renewed on Customer behalf. BEALS WEB DESIGN reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties Customer has elected to use as payment methods, including PayPal, and disputes that require legal services.

Legal Agreements

TERMS OF SERVICE 
			
This Agreement ('Agreement') is by and between BealsWebDesign.com  ('BEALS WEB DESIGN') a California-based Company and You, Your heirs, agents, successors and assigns ('Customer'), and is made effective as of the date of electronic execution.  This Agreement sets forth the terms and conditions of Customer's use of BEALS WEB DESIGN software ('Software') and services ('Services') and explains BEALS WEB DESIGN's obligations to Customer and Customer's obligations to BEALS WEB DESIGN in relation to the Software and Services Customer purchases. 
 
This Agreement as well as any additional BEALS WEB DESIGN's policies, together with all modifications thereto, constitute the complete and exclusive agreement between Customer and BEALS WEB DESIGN concerning Customer's use of BEALS WEB DESIGN's Software and Services, and supersede and govern all prior proposals, agreements, or other communications.  By purchasing BEALS WEB DESIGN's Software or Services, Customer acknowledges that Customer has read, understood, and agrees to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which BEALS WEB DESIGN may establish from time to time, and any agreements that BEALS WEB DESIGN is currently bound by or will be bound by in the future. 
 
In addition to transactions entered into by Customer on Customer's behalf, Customer also agrees to be bound by the terms of this Agreement for transactions entered into on Customer's behalf by anyone acting as Customer's Agent, and transactions entered into by anyone who uses the account Customer has established with BEALS WEB DESIGN, whether or not the transactions were in Customer's behalf. Customer acknowledges that BEALS WEB DESIGN's acceptance of any application made by Customer for Services provided by BEALS WEB DESIGN will take place at the Internet Corporation for Assigned Names and Numbers ('ICANNs) accredited registrar's offices. 
 
BEALS WEB DESIGN and the Customer may be referred to individually as a 'Party' and collectively as the 'Parties'.
 
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, BEALS WEB DESIGN and the Customer, intending to be legally bound, hereby agree as follows:
 
1.      DEFINITIONS
 
(1)     'Advance Account' refers to the credit balance maintained by the Customer with BEALS WEB DESIGN.
 
(2)     'Business Day' refers to a working day between Mondays to Friday excluding all Public Holidays.
 
(3)     'Clear Balance' refers to credit in the Customer Advance Account after deducting any accrued liabilities, Locked Funds and debited amounts.
 
(4)     'Confidential Information', as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by BEALS WEB DESIGN to the Customer under this Agreement, whether written, transmitted, oral, through BEALS WEB DESIGN Web Site or otherwise, that is marked as Confidential.
 
(5)     'Customer Contact Details' refers to the Contact Details of the Customer as listed in the BEALS WEB DESIGN's Platform Database
 
(6)     'Customer Control Panel' refers to the set of Web-based interfaces provided by BEALS WEB DESIGN and its Service Providers to the Customer which allows him to Manage Orders
 
(7)     'Customer Product Agreement Extension' refers to the latest version of a Specific Customer Product Agreement Extension as posted in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site.
 
(8)     'BEALS WEB DESIGN's Platform' refers to the set of Servers, Software, Interfaces, BEALS WEB DESIGN's Products and API that is provided for use directly or indirectly under this Agreement by the BEALS WEB DESIGN and/or its Service Providers.
 
(9)     'BEALS WEB DESIGN's Platform Database' is the collection of data elements stored on the BEALS WEB DESIGN's Platform Servers.
 
(10)    'BEALS WEB DESIGN's Platform Servers' refer to Machines / Servers that BEALS WEB DESIGN or its Service Providers maintain to fulfill services and operations of the BEALS WEB DESIGN's Platform
 
(11)    'BEALS WEB DESIGN's Platform User' refers to the Customer and any Agent, Employee, Contractee of the Customer or any other Legal Entity, that has been provided access to the 'BEALS WEB DESIGN's Platform' by the Customer, directly or indirectly.
 
(12)    'Order' refers to a BEALS WEB DESIGN's Product purchased by the Customer having a unique Order ID in the BEALS WEB DESIGN's Platform Database.
 
(13)     'BEALS WEB DESIGN's Products' refer to all Products and Services of BEALS WEB DESIGN which it has provided/rendered/sold, or is providing/rendering/selling.
 
(14)    'BEALS WEB DESIGN's Servers' refer to web servers, Mailing List Servers, Database Servers, BEALS WEB DESIGN's Platform Servers and any other Machines / Servers that BEALS WEB DESIGN or its Service Providers Operate, for the BEALS WEB DESIGN's Platform, the BEALS WEB DESIGN's Web Site, the BEALS WEB DESIGN's Mailing Lists, BEALS WEB DESIGN's Products and any other operations required to fulfill services and operations of Parent.
 
(15)    'BEALS WEB DESIGN's Web Site' refers to BealsWebDesign.com
 
(16)    'Service Providers' refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that BEALS WEB DESIGN or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of BEALS WEB DESIGN's Products, BEALS WEB DESIGN's Platform, and any other services and operations of BEALS WEB DESIGN.
 
2.      CUSTOMER PRODUCT AGREEMENT EXTENSIONS
 
(1)     The Customer may purchase various BEALS WEB DESIGN's Products in the course of
their relationship with BEALS WEB DESIGN under this agreement. by submitting to BEALS WEB DESIGN, in a form and manner prescribed by BEALS WEB DESIGN, one or more Customer Product Agreement Extensions, which shall then be included as a part of this Agreement.
 
(2)     Any conflicting definitions, terms and conditions in a Customer Product Agreement Extension shall take precedence over the same definition, terms and conditions in this Agreement, and shall be applied only to that Customer Product Agreement Extension.
 
3.      OBLIGATIONS OF BEALS WEB DESIGN
 
BEALS WEB DESIGN shall make available the latest versions of this Agreement and Customer Product Agreement Extensions in the Customer Control Panel or on the BEALS WEB DESIGN Web Site.
 
4.      OBLIGATIONS OF THE CUSTOMER
 
(1)     The Customer acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order or the Customer in the BEALS WEB DESIGN's Platform Database, the data element in the BEALS WEB DESIGN's Platform Database records shall prevail.
 
(2)     The Customer acknowledges that all information of the Customer in the BEALS WEB DESIGN's Platform, including authentication information is accessible to BEALS WEB DESIGN and its Service Providers
 
(3)     The Customer shall comply with all terms or conditions established by BEALS WEB DESIGN and/or its Service Providers from time to time.
 
(4)     The Customer agrees to provide, maintain and update, current, complete and accurate information for all the data elements about the Customer in the BEALS WEB DESIGN's Platform Database.
 
(5)     Customer acknowledges that BEALS WEB DESIGN's Products may be obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Customer acknowledges and agrees that BEALS WEB DESIGN shall not have any liability associated with any such.
 
(6) The Customer agrees to maintain a secure password ('Customer's Password') to the Customer's Account. A secure password is one that is minimum six (6) characters long, contains upper and lower case letters, contains numbers or other characters, and can not be found in direct or reverse order in a dictionary, without regard to the language of the dictionary. The Customer is solely responsible for changing the Customer's Password as required to ensure secure access to the Customer's Account. It is recommended that the Customer change the Customer's Password at least once every six months. The Customer is also solely responsible for ensuring the confidentiality and secrecy of the Customer's Password.
 
(7) The Customer acknowledges and agrees that any recommendation made by BealsWebDesign.com employees for services or products ancillary to BealsWebDesign.com Services are the recommendations of that employee only and not of BealsWebDesign.com. BealsWebDesign.com does not warrant the integrity or quality of the services or products provided by such third parties. The Customer agrees to hold BEALS WEB DESIGN.com, any third party entity related to BealsWebDesign.com (including, without limitation, third party vendors), and BealsWebDesign.com executives, directors, officers, managers, employees, consultants, licensors, suppliers, partners, contractors, agents, BEALS WEB DESIGN's companies, related companies, affiliates and subsidiaries harmless from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including, without limitation, any and all legal fees and expenses arising out of or related to the Customer's reliance on any recommendation made by a BEALS WEB DESIGN.com employee regarding services or products ancillary to BealsWebDesign.com Services. 
 
(8)  Upon the Customer's registration of a domain name with any registry, the Customer will also be subject to the terms and conditions of the Uniform Domain Name Dispute Resolution Policy set forth in <a href="http://www.icann.org/udrp/udrp-policy-24oct99.htm"taret="_new">http://www.icann.org/udrp/udrp-policy-24oct99.htm</a> or such other domain name dispute policy as may be issued by ICANN from time to time.
 
(9)     During the term of this Agreement and for three years thereafter, the Customer shall maintain the following records relating to its dealings with BEALS WEB DESIGN and their Agents or Authorized Representatives: -
(1)     In electronic, paper or microfilm form, all written communications with respect to BEALS WEB DESIGN's Products.
 
(2)     In electronic form, records of the accounts of all, current / past Orders with the Customer, including dates and amounts of all payments, discount, credits and refunds.
 
The Customer shall make these records available for inspection by BEALS WEB DESIGN upon reasonable notice not exceeding 14 days.
 
5.      REPRESENTATIONS AND WARRANTIES
 
BEALS WEB DESIGN and Customer represent and warrant that: -
 
(1)     they have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;
 
(2)     This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Reseller and BEALS WEB DESIGN in accordance with its terms;
 
(3)     The execution, delivery, and performance of this Agreement and the consummation by BEALS WEB DESIGN and the Reseller of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: -
 
(1)     any provision of law, rule, or regulation;
 
(2)     any order, judgment, or decree;
 
(3)     any provision of corporate by-laws or other documents; or
 
(4)     any agreement or other instrument.
 
(4)     the execution, performance and delivery of this Agreement has been duly authorized by the Customer and Parent;
 
(5)     No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;
 
The Customer represents and warrants that:
 
(1)     the Customer has read and understood every clause of this Agreement
 
(2)     the Customer has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement; and
 
(3)     the Customer is eligible, to enter into this Contract according to the
laws of his country
 
6.      RIGHTS OF BEALS WEB DESIGN AND SERVICE PROVIDERS
 
(1)     BEALS WEB DESIGN and Service Providers may change any information, including Authentication Information of the Customer in the BEALS WEB DESIGN's Platform Database upon receiving authorization from the Customer in any form as maybe prescribed by BEALS WEB DESIGN from time to time.
 
(2)     BEALS WEB DESIGN and Service Providers may provide/send any information in the BEALS WEB DESIGN's Platform Database, about the Customer, including Authentication information
 
(1)     to the Customer Contact Details
 
(2)     to any authorised representative, agent, contractee, employee of the Customer upon receiving authorization in any form as maybe prescribed by BEALS WEB DESIGN from time to time
 
(3)     to the Service Providers
 
(3)     BEALS WEB DESIGN and Service Providers in its own discretion can at any point of time temporarily or permanently cease to sell a BEALS WEB DESIGN's Product
 
(4)     BEALS WEB DESIGN reserves the right to change pricing, minimum order levels, and discounts,  of any BEALS WEB DESIGN's Product , at any time.
 
(5)     BEALS WEB DESIGN and Service Providers, in their sole discretion, expressly reserve the right to deny any Order or cancel an Order within 30 days of processing the same.  In such case BEALS WEB DESIGN may refund the fees charged for the Order, after deducting any processing charges for the same.  Administration charges for any cancellation, where applicable, is chargeable at the higher of 8.5% of transaction price or USD1.50 per transaction.
 
(6)     BEALS WEB DESIGN and Service Providers, in their sole discretion, without notice, expressly reserve the right to modify, upgrade, freeze the BEALS WEB DESIGN's Platform, and its associated Services.
 
(7)     BEALS WEB DESIGN and Service Providers, in their sole discretion, expressly reserve the right to without notice or refund, delete, suspend, deny, cancel, modify, take ownership of or transfer any Order, or to delete, Suspend, freeze, modify BEALS WEB DESIGN's Platform Users' access to BEALS WEB DESIGN's Platform, or to modify, upgrade, suspend, freeze BEALS WEB DESIGN's Platform, in order to recover any Payment from the Customer for any service rendered by the BEALS WEB DESIGN including services rendered outside the scope of this agreement, or to correct mistakes made by BEALS WEB DESIGN or its Service Providers in processing or executing an Order, or incase of any breach of this agreement, or incase of violation of any Terms listed in all the Appendices, or incase BEALS WEB DESIGN learns of a possibility of breach or violation of this agreement or its appendices which BEALS WEB DESIGN in its sole discretion determines to be appropriate, or incase of Termination of this agreement, or if BEALS WEB DESIGN learns of any such event which BEALS WEB DESIGN reasonably determines would lead to Termination of this Agreement or would constitute as Breach thereof, or to protect the integrity and stability of the BEALS WEB DESIGN's Products and the BEALS WEB DESIGN's Platform, or to comply with any applicable laws, government rules or requirements, requests of law enforcement, or in compliance with any dispute resolution process, or in compliance with any agreements executed by Parent, or to avoid any liability, civil or criminal, on the part of BEALS WEB DESIGN and/or Service Providers, as well as their affiliates, subsidiaries, officers, directors and employees, or if the Customer and/or its Agents or any other authorized representatives of the Customer violate any applicable laws/government rules/usage policies, including but not limited to, intellectual property, copyright, patent, anti-spam, or BEALS WEB DESIGN learns of the possibility of any such violation, or authorisation from the Customer in any manner that BEALS WEB DESIGN deems satisfactory, or for any appropriate reason. The Customer agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of BEALS WEB DESIGN and Service Providers, are not liable for loss or damages that may result from any of the above.
 
(8)     Incase of Orders involving web services, BEALS WEB DESIGN and Service Providers can choose to redirect any Order to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine, if an Order has expired, or has been suspended, or does not contain valid information to direct it to any destination.
 
(9)     BEALS WEB DESIGN has the right to rectify any mistakes in the data in the BEALS WEB DESIGN's Platform Database with retrospective effect.
 
7.      TERM OF AGREEMENT AND RENEWAL
 
The term of this Agreement shall be 1 (ONE) YEAR from the Effective Date and will automatically renew for successive 1 (ONE) YEAR Renewal Term (hereinafter referred to each a 'Renewal Term' and cumulatively the 'Term').  The Term shall continue until the earlier to occur of the following:
 
(1)     the Agreement is terminated as provided for in Section 8 (TERMINATION OF AGREEMENT); and
 
(2)     The Customer elects not to renew at the end of the Initial Term or any Renewal Term.
 
8.      TERMINATION OF AGREEMENT
 
(1)     Either Party may terminate this Agreement and/or any Customer Product Agreement Extension at any time by
 
(1)     giving a 30 (Thirty) days written notice of termination delivered as per Section 24 (NOTICE).
 
(2)     With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's Business.
 
(2)     BEALS WEB DESIGN may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying the Customer in writing, as of the date specified in such notice of termination under the following circumstances
 
(1)     In the event that the Customer or an Agent / Employee / Authorized Representative of the Customer materially breaches any term of this Agreement and/or any Customer Product Agreement Extension, including any of its representations, warranties, covenants and agreements hereunder
 
(2)     There was a material misrepresentation and/or material inaccuracy, and/or materially misleading statement in Customer's Application to BEALS WEB DESIGN and/or any material accompanying the application.
 
(3)     With immediate effect if : -
 
(1)     the Customer is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that BEALS WEB DESIGN reasonably deems as the substantive equivalent of any of these; or
 
(2)     the Customer is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.
 
(3)     as provided for in Appendix 'A' and Appendix 'C'
 
(4)     if Any officer or director of the Customer is convicted of a felony or of a misdemeanor related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that BEALS WEB DESIGN deems as the substantive equivalent of any of these;
 
(3)     Customer may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying BEALS WEB DESIGN in writing, as of the date of receipt of such notice, in the event that the Customer does not agree with any revision to the Agreement or any Customer Product Agreement Extension made as per Section 14 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND Customer Product Agreement EXTENSIONS) within 30 days of such revision.
 
(4)     Any Product Agreement Extension shall terminate with immediate effect
in the event that
 
(1)     BEALS WEB DESIGN ceases to sell the particular BEALS WEB DESIGN's Product covered under that
Product Agreement Extension
 
(2)     Parents contract with Service Provider for  the particular BEALS WEB DESIGN's Product terminates or expires without renewal
 
(5)     Effect of Termination of this Agreement
 
(1)     BEALS WEB DESIGN shall suspend all BEALS WEB DESIGN's Platform Users' access to the BEALS WEB DESIGN's Platform, BEALS WEB DESIGN's Servers and all BEALS WEB DESIGN's Products and Services, under this agreement and all Customer Product Agreement Extensions, immediately upon receiving Termination notice from the Customer or upon learning of any event, which BEALS WEB DESIGN reasonably determines, would lead to Termination of the Agreement.
 
(2)     Upon expiration or termination of this Agreement, all Customer Product Agreement Extensions signed by the Customer shall deemed to have been Terminated with immediate effect
 
(3)     Upon expiration or termination of this Agreement, BEALS WEB DESIGN may complete
the processing of all Orders requested to be processed, in the order that they were requested to be processed, by the Customer prior to the date of such expiration or termination, provided that the Customer's Advance Account with BEALS WEB DESIGN has Clear Balance sufficient to carry out these Orders. If BEALS WEB DESIGN is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed
 
(6)     Effect of Termination of any Customer Product Agreement Extension
 
(1)     BEALS WEB DESIGN may suspend BEALS WEB DESIGN's Platform Users' access to applicable BEALS WEB DESIGN's Products and Services , and the BEALS WEB DESIGN's Platform immediately upon receiving Termination notice from the Customer or upon learning of any event, which BEALS WEB DESIGN reasonably determines, would lead to Termination of any Customer Product Agreement Extension
 
(2)     Upon expiration or termination of any Customer Product Agreement Extension, BEALS WEB DESIGN may complete the processing of all Orders, of that BEALS WEB DESIGN's Product, in the order that they were requested to be processed, by the Reseller prior to the date of such expiration or termination, provided that BEALS WEB DESIGN is in a position to fulfill these Orders, and the Customer's Advance Account with BEALS WEB DESIGN has Clear Balance sufficient to carry out these Orders. If BEALS WEB DESIGN is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed
 
(3)     BEALS WEB DESIGN may transfer all Orders falling under the purview of the specific Customer Product Agreement Extension to another Customer or Parent.
 
(7)     Any pending balance due from the Customer at the time of termination of this Agreement or any Customer Product Agreement Extension will be immediately payable.
 
(8)     Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Customer Product Agreement Extension in accordance with its terms, unless specified otherwise.The Customer however shall be liable for any damage arising from any breach by it of this Agreement or any Customer Product Agreement Extension.
 
9.      FEES / RENEWAL
 
(1)     Customer shall pay all applicable fees/advances as per the Payment Terms and Conditions set out in Appendix 'C'
 
(2)     BEALS WEB DESIGN will charge a non-refundable fee for an Order unless stated otherwise in any Product Agreement Extension. The applicable fees will be displayed in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site and during the Ordering Process. BEALS WEB DESIGN has the right to revise this pricing at anytime. Any such revision or change will be binding and effective immediately on
posting of the revision in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site or on notification to the Customer via email to the Customer.
 
(3)     Customer acknowledges that it is the Customer's responsibility to keep records and maintain reminders regarding the expiry of any Order. As a convenience to the Customer, and not as a binding commitment, we may notify the Customer of any expiring Orders, via an email message sent to the contact information associated with the Customer in the BEALS WEB DESIGN's Platform database. Should renewal fees go unpaid for an Order, the Order will expire.
 
(4)     Customer acknowledges that after expiration of the term of an Order, Customer has no rights on such Order, or any information associated with such Order, and that ownership of such Order now passes on to Parent. BEALS WEB DESIGN and Service Providers may make any modifications to said Order or any information associated with said Order. BEALS WEB DESIGN and Service Providers may intercept any network/communication requests to such Order and process them in any manner in their sole discretion. BEALS WEB DESIGN and Service Providers may choose to monetize such requests in any fashion at their sole discretion. BEALS WEB DESIGN and Service Providers may choose to display any appropriate message, and/or send any response to any user making a network/communication request, for or concerning said Order. BEALS WEB DESIGN and Service Providers may choose to delete said Order at anytime after expiry upon their sole discretion.
 
(5)     BEALS WEB DESIGN at its sole discretion may allow the renewal of the Order after Order expiry, and such renewal term will start as on the date of expiry of the Order, unless otherwise specified. Such process may be charged separately. Such renewal after the expiry of the Order may not result in exact reinstatement of the Order in the same form as it was prior to expiry.
 
(6)     BEALS WEB DESIGN makes no guarantees about the number of days, after deletion of
an Order, after which the same Order will once again become available for purchase.
 
10.     LIMITATION OF LIABILITY
 
IN NO EVENT WILL BEALS WEB DESIGNOR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BEALS WEB DESIGN AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
BEALS WEB DESIGN FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:
 
(1)     LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;
 
(2)     LOSS OR LIABILITY RESULTING FROM FORCE MAJOR EVENTS;
 
(3)     LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS
INTERRUPTIONS;
 
(4)     LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA
MISS-DELIVERY;
 
(5)     LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS
IN ANY AND ALL INFORMATION OR BEALS WEB DESIGNPRODUCT(S) PROVIDED UNDER THIS AGREEMENT;
 
(6)     LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.
 
If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against BEALS WEB DESIGN by the Customer, then in no event will the liability of BEALS WEB DESIGN exceed actual amount paid to BEALS WEB DESIGN by the Customer for the Order in question minus direct expenses incurred with respect
to that Order.
 
BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE BEALS WEB DESIGNRELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO BEALS WEB DESIGNBY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
 
11.     INDEMNIFICATION
 
(1)     The Customer, at their own expense, will indemnify, defend and hold harmless, Parent, Service Providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of Parent, and Service Providers, against any claim, suit, action, or other proceeding brought Against BEALS WEB DESIGN or Service Providers based on or arising from any claim or Alleged claim, of third parties relating to or arising under this Agreement, BEALS WEB DESIGN's Products provided hereunder or use of the BEALS WEB DESIGN's Products, including without limitation:-
 
(1)     infringement by either the Customer, or someone else using a Parent
Product with the Customer's computer, of any intellectual property or other
proprietary right of any person or entity
 
(2)     arising out of any breach by the Customer of this Agreement.
 
(3)     relating to or arising out of any Order or use of any Order
 
However, that in any such case BEALS WEB DESIGN may serve either of the Customer with
notice of any such claim and upon their written request, BEALS WEB DESIGN will provide
to them all available information and assistance reasonably necessary for them
to defend such claim, provided that they reimburse BEALS WEB DESIGN for its actual costs.
 
(2)     The Customer will not enter into any settlement or compromise of any such indemnifiable claim without Parent's prior written consent, which shall not be unreasonably withheld.
 
(3)     The Customer will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by BEALS WEB DESIGN in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
 
12.     INTELLECTUAL PROPERTY
 
Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.
 
Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by BEALS WEB DESIGN to the Customer, or by any disclosure of any Confidential Information to the Customer under this Agreement.
 
Customer shall further ensure that the Customer does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Customer acknowledges that BEALS WEB DESIGN cannot and does not check to see whether any services or the use of the services by the Reseller under this Agreement, infringes legal rights of others.
 
13.     OWNERSHIP AND USE OF DATA
 
(1)     Customer agrees and acknowledges that BEALS WEB DESIGN owns all data, compilation, collective and similar rights, title and interests worldwide in the BEALS WEB DESIGN's Platform Database, and all information and derivative works generated from the BEALS WEB DESIGN's Platform Database.
 
(2)     BEALS WEB DESIGN and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by BEALS WEB DESIGN or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.
 
14.     DELAYS OR OMISSIONS; WAIVERS
 
No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
 
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
 
No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
 
15.     RIGHT TO SUBSTITUTE UPDATED AGREEMENT
 
(1)     During the period of this Agreement, the Customer agrees that BEALS WEB DESIGN may: -
 
(1)     revise the terms and conditions of this Agreement; and
 
(2)     change the services provided under this Agreement
 
(2)     Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the BEALS WEB DESIGN Web Site
 
(3)     The Customer agrees to review the Customer Control Panel and BEALS WEB DESIGN Web Site including the agreements, periodically, to be aware of any such revisions
 
(4)     If the Customer does not agree with any revision, the Customer may terminate this Agreement according to Section 8(3) of this Agreement
 
(5)     The Customer agrees that, continuing use of the services under this Agreement following notice of any revision, will constitute as an acceptance of any such revisions or changes
 
(6)     The Customer shall execute, in a form and manner prescribed by BEALS WEB DESIGN, a supplementary agreement incorporating the amendments to or revisions of the Agreement and/or Customer Product Agreement Extension
 
(7)     The length of the term of the substituted agreement will be calculated as if it is commenced on the date the original Agreement began and the original Agreement will be deemed terminated.
 
(8)     It will be the Customer's responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Customer's Agents / Employees / Authorised Representatives.
 
16.     CONFIDENTIALITY
 
All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix 'B'.
 
17.     PUBLICITY
 
The Customer shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to us or our Service Providers or uses any of Parent's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to us and our Service Providers and receiving prior written consent.
 
The Customer gives BEALS WEB DESIGN the right to recommend / suggest the Customer's name and details to Customers / Visitors to the BEALS WEB DESIGN's Web Site, and Prospective Customers and use the Customer's name in marketing / promotional material with regards to BEALS WEB DESIGN's Products.
 
18.     TAXES
 
The Customer shall be responsible for sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement and the BEALS WEB DESIGN's Products.
 
19.     FORCE MAJEURE
 
Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a 'Force Majeure Event') including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.
 
20.     ASSIGNMENT / SUBLICENSE
 
Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Customer shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third
person(s)/party without the prior written consent of the Parent.
 
21.     CUSTOMER - CUSTOMER TRANSFER
 
(1)     BEALS WEB DESIGN may transfer the Order of the Customer to another Person, Organization or any other Legal entity under the following circumstances: -
 
(1)     Authorization from the Customer and/or their Agent or Authorized
Representative in a manner prescribed by BEALS WEB DESIGN from time to time;
 
(2)     On receiving orders from a competent Court, Law Enforcement Agency, or
recognized Regulatory body;
 
(3)     Breach of Contract;
 
(4)     Termination of this Agreement;
 
(5)     BEALS WEB DESIGN learns of any such event, which BEALS WEB DESIGN reasonably determines
would lead to Termination of this Agreement, or would constitute as Breach
thereof.
 
(2)     In the above circumstances the Customer shall extend full cooperation to BEALS WEB DESIGN in transferring the Order of the Customer.
 
22.     DISCLAIMER
 
The BEALS WEB DESIGN's Platform, BEALS WEB DESIGN's Servers and any other Software / API / Specification / Documentation / Application Services is provided on 'as is' and 'where is' basis and without any warranty of any kind.
 
BEALS WEB DESIGNEXPRESSLY DISCLAIMS ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.
 
BEALS WEB DESIGNDOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE ABOVE WILL MEET THE CUSTOMER'S REQUIREMENTS, OR THAT THE OPERATION OF THE ANY OF THE ABOVE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN ANY OF THE ABOVE WILL BE CORRECTED. BEALS WEB DESIGNWILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
 
FURTHERMORE, BEALS WEB DESIGNNEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE BEALS WEB DESIGN's Platform, BEALS WEB DESIGNSERVERS, BEALS WEB DESIGNWeb Site AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
 
23.     JURISDICTION & ATTORNEY'S FEES
 
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where BEALS WEB DESIGN is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where BEALS WEB DESIGN s incorporated. BEALS WEB DESIGN reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Customer is situated as per the laws of that Country/State/District.
 
If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.
 
24.     MISCELLANEOUS
 
(1)     Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.
 
(2)     There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
 
(3)     The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.
 
(4)     This Agreement shall inure to the benefit of and be binding upon BEALS WEB DESIGN and the Customer as well as all respective successors and permitted assigns.
 
(5)     Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, 24(3), 24(5), 24(7), 24(11), 25(2) and all Sections of Appendix A, and all Sections of Appendix B, and all Sections of Appendix C and any Sections covered separately under a Survival clause in any Customer Product Agreement Extension shall survive..
 
(6)     This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), with any remedy, claim, and cause of action or privilege against BEALS WEB DESIGN.
 
(7)     The Customer, Parent, and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.
 
(8)     Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated/ carried out, by / as a result of, this Agreement.
 
(9)     Construction: The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.
 
(10)    Entire Agreement; Severability: This Agreement, which includes Appendix A, Appendix B, Appendix C and each executed Customer Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.
 
(11)    The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.
 
(12)    This agreement may be executed in counterparts.
 
(13)    Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.
 
(14)    Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of the Parent
 
25.     BREACH
 
In the event that BEALS WEB DESIGN suspects breach of any of the terms and conditions of
this Agreement:
 
(1)     BEALS WEB DESIGN can immediately, without any notification and without assigning any reasons, suspend / terminate the BEALS WEB DESIGN's Platform Users' access to all BEALS WEB DESIGN Products and Services and the BEALS WEB DESIGN's Platform.
 
(2)     The Customer will be immediately liable for any damages caused by any
breach of any of the terms and conditions of this Agreement.
 
26.     NOTICE
 
(1)     Any notice or other communication required or permitted to be delivered to BEALS WEB DESIGN under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered when delivered to the legal contact address specified in the Customer Control Panel or on the BEALS WEB DESIGN Web Site by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.
 
(2)     Any notice or other communication required or permitted to be delivered to the Customer under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, given and received when delivered to contact address of the Customer in the BEALS WEB DESIGN's Platform Database.
 
(3)     Any notice or other communication to be delivered to any party via email under this agreement shall be deemed to have been properly delivered if sent in case of BEALS WEB DESIGN to its Legal Contact mentioned in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site and in case of the Customer to their respective email address in the BEALS WEB DESIGN's Platform Database.
 
(4)     Other than those notices mentioned in this agreement, BEALS WEB DESIGN is NOT required to communicate with the Customer in any respect about services provided under this agreement. As a convenience to the Customer, BEALS WEB DESIGN may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by BEALS WEB DESIGN at anytime.
 
 
 
APPENDIX 'A'
TERMS AND CONDITIONS OF BEALS WEB DESIGN's PLATFORM USAGE
 
This Appendix A covers the terms of access to the BEALS WEB DESIGN's Platform. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.
 
1.      ACCESS TO BEALS WEB DESIGN's Platform
 
(1)     BEALS WEB DESIGN may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend BEALS WEB DESIGN's Platform Users' access to the BEALS WEB DESIGN's Platform in the event of significant degradation of the BEALS WEB DESIGN's Platform, or at any time BEALS WEB DESIGN may deem necessary.
 
(2)     BEALS WEB DESIGN may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the BEALS WEB DESIGN's Platform from time to time.
 
(3)     Access to the BEALS WEB DESIGN's Platform is controlled by authentication information provided by Parent. BEALS WEB DESIGN is not responsible for any action in the BEALS WEB DESIGN's Platform that takes place using this authentication information whether authorized or not.
 
(4)     BEALS WEB DESIGN is not responsible for any action in the BEALS WEB DESIGN's Platform by a BEALS WEB DESIGN's Platform User
 
(5)     BEALS WEB DESIGN's Platform User will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the BEALS WEB DESIGN's Platform including, without Limitation temporary / permanent slow down of the BEALS WEB DESIGN's Platform, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the BEALS WEB DESIGN's Platform and architecture needed to continue operation thereof.
 
(6)     BEALS WEB DESIGN's Platform User will not send or cause the sending of repeated unreasonable network requests to the BEALS WEB DESIGN's Platform or establish repeated unreasonable connections to the BEALS WEB DESIGN's Platform. BEALS WEB DESIGN will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections.
 
(7)     BEALS WEB DESIGN's Platform User will take reasonable measures and precautions to ensure secrecy of authentication information.
 
(8)     BEALS WEB DESIGN's Platform User will take reasonable precautions to protect BEALS WEB DESIGN's Platform Data from misuse, unauthorized access or disclosure, alteration, or destruction.
 
(9)     BEALS WEB DESIGN shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.
 
(10)    BEALS WEB DESIGN shall not be liable for any damages due to downtime or interruption of BEALS WEB DESIGN's Platform for any duration and any cause whatsoever.
 
(11)    BEALS WEB DESIGN shall have the right to temporarily or permanently suspend access of a BEALS WEB DESIGN's Platform User to the BEALS WEB DESIGN's Platform if BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the BEALS WEB DESIGN's Platform, or learns of any possible misuse that has occurred, or will occur with respect to an BEALS WEB DESIGN's Platform User.
 
(12)    BEALS WEB DESIGN and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, BEALS WEB DESIGN's Platform
 
2.      Terms of USAGE OF BEALS WEB DESIGN's Platform
 
(1)     Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates and BEALS WEB DESIGN's Platform Users, either directly or indirectly, shall not use or permit use of the BEALS WEB DESIGN's Platform, directly or indirectly, in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose, or to promote adult-oriented or 'offensive' material, or related to any unsolicited bulk e-mail directly or indirectly (such as by referencing an BEALS WEB DESIGN's Platform provided service within a spam email or as a reply back address), or related to ANY unsolicited marketing efforts offline or online, directly or indirectly, or in a manner injurious to Parent, Service Providers or their Resellers, Customers and BEALS WEB DESIGN's Platform Users, or their reputation, including but not limited to the following -
 
(1)     Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)
 
(2)     Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)
 
(3)     Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider
 
(4)     Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ('spamware')
 
(5)     Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software
 
(6)     Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or BEALS WEB DESIGN
 
(7)     Impersonating another user or entity or an existing company/user/service or otherwise falsifying one's identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere
 
(8)     Using BEALS WEB DESIGN's Platform services to point to or otherwise direct traffic to, directly or indirectly, any material that, in the sole opinion of Parent, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Parent, to be threatening or obscene or inappropriate
 
(9)     Using BEALS WEB DESIGN's Platform directly or indirectly for any of the below activities
activities:
 
(1)     Transmitting Unsolicited Commercial e-mail (UCE)
 
(2)     Transmitting bulk e-mail
 
(3)     Being listed, or, in our sole opinion is about to be listed, in any
Spam Blacklist or DNS Blacklist
 
(4)     Posting bulk Usenet/newsgroup articles
 
(5)     Denial of Service attacks of any kind
 
(6)     Excessive use of any web service obtained under this agreement beyond
reasonable limits as determined by the BEALS WEB DESIGN in its sole discretion
 
(7)     Copyright or trademark infringement
 
(8)     Unlawful or illegal activities of any kind
 
(9)     Promoting net abuse in any manner (providing software, tools or
information which enables, facilitates or otherwise supports net abuse)
 
(10)    Causing lossage or creating service degradation for other users
whether intentional or inadvertent.
 
(2)     BEALS WEB DESIGNin its sole discretion will determine what constitutes as
violation of appropriate usage including but not limited to all of the above.
 
(3)     Data in the BEALS WEB DESIGN's Platform Database cannot be used for any purpose other
than those listed below, except if explicit written permission has been
obtained from Parent: -
 
1.      To perform services contemplated under this agreement; and
 
2.      To communicate with BEALS WEB DESIGN on any matter pertaining to BEALS WEB DESIGN or its
services
 
(4)     Data in the BEALS WEB DESIGN's Platform Database cannot specifically be used for any
purpose listed below :-
 
1.      Mass Mailing or SPAM; and
 
2.      Selling the data
 
 
 
 
 
 
 
 
APPENDIX 'B'- CONFIDENTIALITY
 
The Customer use and disclosure of Confidential Information disclosed
hereunder are subject to the following terms and conditions: -
 
(1)     With respect to the Confidential Information, the Customer agree that:
 
(1)     The Customer shall treat as strictly confidential, and use all
reasonable efforts, including implementing reasonable physical security
measures and operating procedures, to preserve the secrecy and confidentiality
of, all Confidential Information received from Parent.
 
(2)     The Customer shall make no disclosures whatsoever of any Confidential
Information to others, provided however, that if the Customer are a
corporation, partnership, or similar entity, disclosure is permitted to the
their officers and employees who have a demonstrable need to know such
Confidential Information, provided that the Customer shall advise such
personnel of the confidential nature of the Confidential Information and of
the procedures required to maintain the confidentiality thereof; and
 
(3)     The Customer shall not modify or remove any confidentiality legends
and/or copyright notices appearing on any Confidential Information of Parent.
 
(2)     The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that:
 
(1)     is disclosed with Parent's prior written approval; or
 
(2)     is or has entered the public domain in its integrated and aggregated
form through no fault of the receiving party; or
 
(3)     is known by the Customer prior to the time of disclosure in its
integrated and aggregated form; or
 
(4)     is independently developed  by the Customer without use of the
Confidential Information; or
 
(5)     is made generally available by BEALS WEB DESIGN without restriction on
disclosure.
 
(3)     In the event the Customer is required by law, regulation or court order to disclose any of Parent's Confidential Information, the Customer will promptly notify BEALS WEB DESIGN in writing prior to making any such disclosure in order to facilitate BEALS WEB DESIGN seeking a protective order or other appropriate remedy from the proper authority, at the Customer' expense. The Customer agrees to cooperate with BEALS WEB DESIGN in seeking such order or other remedy. The Customer further agree that if BEALS WEB DESIGN is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.
 
(4)     In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer' possession shall be immediately returned to BEALS WEB DESIGN or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to BEALS WEB DESIGN the Customer' compliance with this provision.
 
(5)     The Customer shall provide full voluntary disclosure to BEALS WEB DESIGN of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.
 
(6)    The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.
 
(7)    The Customer agrees that BEALS WEB DESIGN shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer.
 
 
 
 
 
APPENDIX 'C' - PAYMENT TERMS AND CONDITIONS
 
1.      ADVANCE ACCOUNT
 
(1)     Prior to purchasing any BEALS WEB DESIGN's Products, the Customer shall maintain an Advance Account with BEALS WEB DESIGN.
 
(2)     As and when, the Customer purchases BEALS WEB DESIGN's Products, the Customer's Advance Account balance shall be reduced as per the then current pricing of that BEALS WEB DESIGN's Product as mentioned in the Customer Control Panel or on the BEALS WEB DESIGN's Web Site or during the ordering process.
 
(3)     BEALS WEB DESIGN shall maintain a record of Customer's Advance Account balance, which shall be accessible by the Customer. If the Customer's Advance Account balance is insufficient for processing any Order then that Order may not be processed.
 
(4)     The Advance Account will maintain the Customer Credit in both the Accounting Currency and Selling Currency of the Parent's choice. BEALS WEB DESIGN has the right to modify the currency at anytime.
 
(5)     Any negative balance in the Customer's Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 24 hours, BEALS WEB DESIGN has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise BEALS WEB DESIGN shall continue to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer's Advance Account.
 
(6)     BEALS WEB DESIGN shall have the right to set-off any payment received from the Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer against any negative balance in the Customer's Advance Account.
 
(7)      Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by BEALS WEB DESIGN at anytime
 
2.      PAYMENT TERMS
 
(1)     BEALS WEB DESIGN will accept payments from the Customer only by means specified in the Customer Control Panel
 
(2)     A service registration would be completed only upon Customer's account in our BEALS WEB DESIGN's Platform being updated with the funds receipt of the payment made.  Customer needs to ensure that the funds are transacted and received in both Customer's payment mode and BEALS WEB DESIGN's Platform.  
 
If for any reason, the funds were deducted from Customer's payment mode, however were not received in Customer's BEALS WEB DESIGN's account in BEALS WEB DESIGN's Platform', resulting in payment pending in BEALS WEB DESIGN's Platform, the service registration is deemed to be incomplete and not activated until payment has also resulted in customer's BEALS WEB DESIGN's acccount in 'BEALS WEB DESIGN's Platform.  
 
(3)     BEALS WEB DESIGN will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which BEALS WEB DESIGN may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Parent's Account. The exchange rate will be determined by BEALS WEB DESIGN through a reasonable source. The exchange rate determined by BEALS WEB DESIGN shall be undisputable.
 
(4)     It is the Customer's responsibility to provide the Customer Username to BEALS WEB DESIGN to be credited for the payment. The absence of the Customer Username along with reasonable information will delay the corresponding credit to the
Advance Account.
 
(5)     In the event that the Customer charges back a payment made via Credit Card or the payment instrument sent by the Customer bounces due to Lack of Funds or any other Reason, then
 
(1)     BEALS WEB DESIGN may immediately suspend BEALS WEB DESIGN's Platform Users' access to the BEALS WEB DESIGN's Platform
 
(2)     BEALS WEB DESIGN has the right to terminate this agreement with immediate effect and without any notice.
 
(3)     BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of or transfer any or all of the Orders placed by the Customer, as well as stop / suspend / delete / transfer any Orders currently being processed.
 
(4)     BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Customer to any other Customer, or under Parent's account.
 
(6)     BEALS WEB DESIGN in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.
 
(7)     Any negative balance in the Customers Advance Account shall become immediately payable
 
(8)     BEALS WEB DESIGN shall have the right to initiate any legal proceedings against the Customer to recover any such liabilities.
 
3.      PRICING TERMS
 
(1)     All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding BEALS WEB DESIGN's Product. This is excluding taxes, surcharges or any other costs.
 
(2)     BEALS WEB DESIGN may at any time change the price of any BEALS WEB DESIGN's Product with reasonable notification to the Customer.
 
4.      REFUNDS AND REIMBURSEMENT TERMS
 
(1)     All Clear Balance pending in the Advance Account maybe reimbursed fully to the Customer, on request of the Customer. Such Request must be sent to BEALS WEB DESIGN in the manner prescribed by Parent.
 
(2)     All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process.
 
(3)     BEALS WEB DESIGN will not be responsible for any differences in the reimbursement amount due to Fluctuation in International Currency rates. BEALS WEB DESIGN will determine in its sole discretion appropriate conversion rates for currency exchange
 
(4)	BEALS WEB DESIGN will not refund any amount that has already been debited to the Customers Advance Account under any circumstances.
 
5. GENERAL 
 
If for any reason BEALS WEB DESIGN is unable to charge Customer's Payment Method (including but not limited to credit card and Pay Pal) for the full amount owed BEALS WEB DESIGN for the Services provided, or if BEALS WEB DESIGN is charged a penalty for any fee it previously charged to Customer's Payment Method, Customer agrees that BEALS WEB DESIGN may pursue all available remedies in order to obtain payment. Customer agrees that among the remedies BEALS WEB DESIGN may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to Customer of any domain names or Services registered or renewed on Customer behalf. BEALS WEB DESIGN reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties Customer has  elected to use as payment methods, including PayPal, and disputes that require legal services.