Effective Date: August 1, 2020
These Product Specific Terms, along with our
Terms of Service and any policies or other legal
terms referenced herein or therein, apply to your access to and use of
certain specific products or services available via the Services. These
Product Specific Terms are incorporated by reference into our
Terms of Service. Any capitalized terms (or
lowercase terms specifically defined in our
Terms of Service) not defined in these Product
Specific Terms have the meanings set forth in our
Terms of Service. Except as otherwise expressly set
forth in these Product Specific Terms, in the event of a conflict or
inconsistency, our Terms of Service shall govern,
followed by these Product Specific Terms. If you have any comments or
questions about these Product Specific Terms, feel free to
contact us.
Table of Contents
- eCommerce
- Domains
- Oryxcloud Select
- Getty Images
- Term and Termination
- Modifications to the Product Specific Terms
- Appendix I - Consultative Services Schedule for Select Plans
1. eCommerce
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eCommerce Responsibilities : The Services include
features that enable you to provide or sell products and services
to, or otherwise collect payments from, your End Users (such
activities, “Your eCommerce”). We’re not a party to, and we aren’t
liable for, Your eCommerce. You're solely responsible for Your
eCommerce, and compliance with any laws or regulations related to
it, including without limitation the following:
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Taxes : You're solely responsible for: (a)
all Taxes and fees associated with Your eCommerce, including
without limitation any Taxes related to the purchase or sale
of products or services in connection with Your eCommerce;
(b) collecting, reporting and remitting required Taxes to
relevant government authorities; (c) informing your End
Users of required Taxes, and providing them with invoices as
required by applicable law; (d) monitoring distance sales
thresholds in the EU and other indirect Taxes (such as
value-added tax or goods and services tax) and registration
thresholds in the countries where you have customers or
where you ship goods to or provide services to; and (e)
registering for indirect Taxes in countries where you are
required to register. You also agree that any tax estimates,
reporting or related materials that we may provide via the
Services are for illustration purposes only, and you may not
rely on them to comply with your tax obligations. We do not
give tax advice, and nothing we communicate should be
interpreted as such.
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Fulfillment And Delivery : You're solely
responsible for fulfilling and delivering your products and
services to your End Users.
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Claims And Warranties : You're solely
responsible for any claims or warranties you make in
connection with Your eCommerce and any claims made by End
Users against you.
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Customer Service :
You're solely responsible for handling any comments or
complaints related to Your eCommerce, including without
limitation any issues related to payments, promotions,
refunds or chargebacks. You agree to provide accurate and
complete contact information on Your Sites so that your End
Users can submit comments or complaints to you.
-
Site Terms, Policies And Legal Compliance :
In addition to your obligations set forth in the
Terms of Service to provide certain
policies, you agree to post and make clearly available on
Your Sites, and any other terms or policies that may be
required by applicable law, and you warrant that Your Sites
and Your eCommerce and your conduct will comply with all
applicable laws and regulations. You agree that we do not
and will not provide any legal advice regarding such terms,
policies or compliance.
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Consumer, eCommerce And Other Laws : You
are also responsible for complying with any consumer,
eCommerce, products, goods, services and related laws.
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eCommerce Restrictions : You may not offer or sell
any products or services which, in our sole discretion: (a) we
consider hazardous, counterfeit, stolen, fraudulent, abusive or
adverse to our interests or reputation; (b) are prohibited for sale,
distribution or use; or (c) otherwise fail to comply with any
applicable laws or regulations, including without limitation with
respect to intellectual property, trade secrets, privacy or
publicity rights, consumer protection, shipping or transportation,
product safety or trade regulations or export controls, regulations
or sanctions.
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eCommerce Suspensions : While we’d prefer not to,
we may, at any time and in our sole discretion, and without any
notice to you, suspend, restrict or disable access to or remove your
Account, Your Sites or Your eCommerce, without any liability to you
or to any End Users, including without limitation for any loss of
profits, revenue, data, goodwill or other intangible losses (except
where prohibited by applicable law). For example, we may suspend
Your eCommerce if you’re violating our
Terms of Service.
-
eCommerce Payment Processors : To accept payments
from your End Users in connection with Your eCommerce, you may
integrate Your Sites with third party payment processors (“eCommerce
Payment Processors”). Your relationship with such eCommerce Payment
Processors is governed by those eCommerce Payment Processors’ terms
and policies. We don’t control and aren’t liable for any eCommerce
Payment Processors, or for any transaction you may enter into with
or through any eCommerce Payment Processors. eCommerce Payment
Processors are a Third Party Service, as defined in our
Terms of Service. While we will try to provide
advance notice, you agree that we may, at any time and in our sole
discretion, and without any notice to you, suspend, restrict or
disable access to or remove from the Services, any eCommerce Payment
Processors, without any liability to you or to any End Users,
including without limitation for any loss of profits, revenue, data,
goodwill or other intangible losses (except where prohibited by
applicable law). Your eCommerce Payment Processors may provide
invoices for any transaction fees associated with Your eCommerce
transactions.
2. Domains
-
Definitions
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“ICANN” means the Internet Corporation for Assigned Names
and Numbers (https://icann.org).
-
A “Registrar” under ICANN rules and policies means a company
that offers domain name registration services to registrants
in generic top-level domains (gTLDs). We, through our Oryx
Cloud group company affiliate Oryxcloud Domains LLC, act as
a Registrar under certain circumstances (as further
described below).
-
A “Reseller” under ICANN rules and policies means a company
that offers domain name registration services through a
third party Registrar. We act as a Reseller under certain
circumstances (as further described below). When we act as a
Reseller, (a) we are not acting as a Registrar, and (b) the
third party Registrar with whom we work is a Third Party
Service (as that term is defined in our
Terms of Service), and is Tucows, Inc.
(“Tucows”).
-
Registrar ServicesWhere we act as a Registrar for
your domain name registrations, renewals and transfers, you agree to
the Oryxcloud Domain Registration Agreement (the
“DRA”). Your breach of our DRA is a breach of our
Terms of Service.
-
Reseller Services : Where we act as a Reseller for
your domain name registrations, renews and transfers, you are
subject to the
Tucows Terms and Conditions
(the “Tucows Terms”). Your breach of the Tucows Terms is a breach of
our Terms of Service.
-
Applicability : We inform you whether we will act
as a Registrar or Reseller for a domain name. You can also determine
via the Services whether we act as a Registrar or Reseller for a
particular domain name.
-
ICANN :
Your use of our domain services is subject to the policies,
including without limitation the dispute resolution policies, of
ICANN. Your rights and responsibilities as a domain name registrant
under ICANN’s 2009 Registrar Accreditation Agreement are summarized
here. You can learn more about domain name registration in general
here. Country code top level domain names may not be subject to ICANN
policies. In such cases, the applicable policies are set forth in
our DRA or the Tucows
Terms, as applicable.
-
Transfers, Renewals And Refunds : You may not be
able to transfer a domain name for the first sixty (60) days
following registration. For renewals, we or our third party
Registrar will try to provide you notice thirty (30) days before,
five (5) days before and three (3) days after your scheduled domain
renewal date. However, you agree that renewing your domain is solely
your responsibility. If you cancel a domain name purchase within the
first five (5) days following your purchase, if permitted by our
DRA
or the Tucows
Terms, we may provide a full refund. However, we don't offer refunds for
domain renewals or transfers.
3. Oryxcloud Select
-
About the Select Services :
-
Applicability : This Section 3 applies only
to purchasers of our “Select” plan (the “Select Plan”) and
cover your use of and access to the services provided under
the Select Plan (the “Select Services”). The Select Services
include the services listed in the Consultative Services
Schedule in Appendix I below (the “Consultative Services”),
which may be modified from time to time pursuant to these
Product Specific Terms. Some or all Consultative Services
may be limited by a fixed number of hours for a fixed period
of time as specified in your Select Plan subscription. Hours
not used during the applicable period of time will not carry
over to the following period and will be forfeited, and you
will not be entitled to any refund, discount or
reimbursement for any such unused Consultative Services.
-
Account Managers : We will assign an
“Account Manager” that: (a) will serve as your primary point
of contact at Oryxcloud for your Select Plan; (b) will
provide certain Select Services; and (c) may provide or
otherwise coordinate the Consultative Services. We may from
time to time change the Account Manager assigned to your
Select Plan.
-
Account Representatives : Your “Account
Representatives” are your employees or agents that you
designate to be your primary points of contact for the
Select Services. You may assign three (3) such Account
Representatives. You agree to make all your communications
with Oryxcloud regarding the Select Services through your
Account Representatives. Use of certain Select Services may
be limited to your Account Representatives (including access
to the Consultative Services).
-
User Content : Without limiting the
generality of our Terms of Service,
User Content includes information provided to us (whether
through email, webforms or any other means) in connection
with the Consultative Services.
-
Your Responsibilities, Representations And Warranties :
-
Your Select Services Responsibilities : You
agree to: (a) provide in a timely manner and in the form
requested by Oryxcloud all documents, materials and
information reasonably required in connection with our
provision of the Select Services to you; (b) ensure that all
such documents, materials and information are accurate and
complete; and (c) provide in a timely manner any other
cooperation requested by Oryxcloud in connection with our
provision of the Select Services to you. We are not liable
for any delay in providing or failure to provide the Select
Services to the extent caused, directly or indirectly, by
your breach of the immediately preceding sentence or by any
act or omission of you, your Account Representatives, your
agents, subcontractors, consultants or employees.
-
Your Select Services Representation and Warranties : You represent, warrant and covenant that: (a) if you are
agreeing to the Product Specific Terms and the
Terms of Service on behalf of an
organization, then (i) you have all necessary right and
authority to so bind that organization to the Product
Specific Terms and Terms of Service,
and (ii) you will provide any and all documentation we deem
necessary to confirm the aforementioned right and authority;
and (b) the Account Representatives can act on your behalf
or otherwise represent you, and Oryxcloud may rely on the
information and direction provided by any Account
Representative.
-
Disclaimer of Select Services :
Without limiting the generality of any disclaimers in the
Terms of Service: (a) Oryxcloud makes no
warranty or representation regarding any results or outcomes that
may be obtained through the Select Services, or that any result or
outcome will meet your requirements, expectations or objectives; (b)
Oryxcloud does not endorse any particular use, practice or course
of action; (c) the Select Services are provided as an informational
and educational resource, and on an “as is” and “as available”
basis; and (d) you will not rely on advice or information provided
through the Select Services.
-
Modifications to the Services : The Select Services
will evolve as we refine, add and potentially remove features and
services with the needs of our users. Oryxcloud may update and/or
discontinue certain features or other aspects of Select Services
from time to time. We’ll try to inform you of any changes with
reasonable notice so you can adjust your use of the Select Services,
but you agree that we have no obligation to do so. In addition, to
the extent that Oryxcloud discontinues or cancels any of the
Services set out in the Consultative Services Schedule in Appendix I
below, such discontinuation or cancellation shall take effect upon
the renewal of your then-current subscription period, and in
subsequent renewal periods, you will be automatically transferred to
the then-current Select Plan of comparable scope.
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Additional Select Terms :
-
Cancelling Automatic Subscription Renewals :
Notwithstanding anything to the contrary in the
Terms of Service or elsewhere in the
Services, cancellation of auto-renewal of the Select
Services can only be requested by contacting your Account
Manager seven (7) business days prior to the end of your
then-current subscription term.
-
Minimum Commitment : Except otherwise
expressly agreed upon by us in writing, the minimum
subscription period for Select Plans shall be twelve (12)
months.
-
Publicity : We may ask you to participate
in a case study or provide a testimonial relating to your
use and/or experience with the Select Services. Such case
study or testimonial may be accessible or distributed
publicly, including on our websites, through our advertising
partners, through marketing materials and/or in white paper
form. Your participation in any such case study or
testimonial is voluntary, and should you agree to
participate, you will be able to approve the materials prior
to their finalization, provided that your approval shall not
be unreasonably delayed or withheld (which may be determined
based, among other factors, on the circumstances of your
agreement to participate, commitments or promises to
participate and the extent of your involvement). For the
avoidance of doubt, nothing in this section shall be
construed to limit or derogate our rights set forth in the
Terms of Service.
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Select Plans may not be eligible for all discounts,
promotions or offers that we may advertise or otherwise
provide to other subscription plans.
4. Getty Images
Our Image Terms apply if you license Getty Images via
the Services and cover how you may use such licensed images with the
Services.
5. Term and Termination.
These Product Specific Terms will remain in effect until our
Terms of Service are terminated pursuant to the
terms therein. All sections of these Product Specific Terms that by
their nature should survive termination shall survive termination,
including without limitation those sections relating to your
responsibilities, your representations, your warranties, and disclaimers
of any of the products or Services referred to herein.
6. Modifications to Product Specific Terms
We may modify these Product Specific Terms from time to time, and will
post the most current version on our site. If a modification
meaningfully reduces your rights, we may notify you in accordance with
the procedures set forth in our Terms of Service.
By continuing to use or access any of the products or Services referred
to herein after any modifications come into effect, you agree to be
bound by the modified Product Specific Terms and price changes. If you
disagree with our changes, then you must stop using the applicable
Services and cancel the applicable Paid Services.
Appendix I - Consultative Services Schedule for Select Plans
- Tailored Onboarding
- Private Product Trainings
- Quarterly Site Reviews
- SEO Consultations
- Technical Consultations
- Design Consultation