This Reseller Agreement (this “Agreement”) is entered into by and between ovinternationalservices.com, OV International Services, a Private Limited company (“OV International Services”) (“Reseller”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of OV International Services Reseller program(s) (“Reseller Program(s)”) for the purpose of selling some of OV International Services products and services (the “Services”) to your own customers, and represents the entire agreement between you and OV International Services concerning the subject matter hereof.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with our Universal Terms of Service Agreement, which is incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.
The terms “we”, “us” or “our” shall refer to OV International Services. The terms “you”, “your”, or “Reseller” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Reseller Programs or Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Reseller Programs after such changes or modifications shall constitute your acceptance of this Agreement and Reseller Program limitations as last revised. If you do not agree to be bound by this Agreement and the Reseller Program limitations as last revised, do not continue to use the Reseller Program(s). We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
You acknowledge that OV International Services Pvt Ltd a Private Limited Company shall serve as the registrar of record for the domain name registration Services offered under this Agreement. International Services Pvt Ltd a Private Limited Company is an Internet Corporation for Assigned Names and Numbers (“ICANN”) accredited registrar. You acknowledge and agree that as an ICANN-accredited registrar, International Services Pvt Ltd a Private Limited Company is bound by an agreement with ICANN. You acknowledge and agree that International Services Pvt Ltd a Private Limited Company may modify this Agreement in order to comply with its agreement with ICANN, as well as any other terms and conditions set forth by ICANN and/or the Registry applicable to the top level domain or country code top level domain in question. Notwithstanding the foregoing, you acknowledge and agree that one of our other affiliated ICANN-accredited registrars may instead serve and be identified as the Registrar of Record in certain circumstances (e.g., as dictated by ICANN, by our relationship with the Registry of any specific top-level domain, etc.).
Basic and Pro Reseller Programs. The Basic and Pro Reseller Programs provide you with a turnkey Reseller site from which you may resell the Services. The Services available for resale may not include all of the Services that we offer for sale. The Basic Reseller Program allows you to opt into various Services and resell them to your own customers. The Pro Reseller Program allows you to opt into the same Services to resell as the Basic Reseller Program, but also allows you to monetize any domain names registered by your customers. You agree that we may, from time to time, make changes to your Reseller site.
Super Reseller Program. A Super Reseller Program provides you with a turnkey Pro Reseller site from which you may resell the Services available for resale by a Pro Reseller, as well as resell Basic and Pro Reseller Programs to your own Sub-Resellers (customers who purchase a Basic or Pro Reseller Program from you).
API Reseller Program. An Application Programming Interface (“API”) Reseller Program (“API Reseller Program”) allows you to sell domain name registrations and email services to your own customers using your own website. We do not provide you with a turnkey Reseller site.
Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable license to resell the Services. All Reseller Programs are subject to an annual licensing fee. The Services that you choose to resell are subject to the corresponding Service agreements and the policies located on the Legal page of this Site and found here.
Data Protection. Subject to the terms and conditions of the Data Processing Addendum and its attachments and Appendices (the “DPA”), attached below at the end of this Agreement and incorporated herein, you may be granted access to customer data for limited purposes and uses. Any access and use of customer data is permitted only upon your strict adherence to the terms and conditions of the DPA, and any failure to comply with or breach of its terms will be grounds for immediate termination of this Agreement and your participation in the Reseller Program. Specifically, you understand that You may be granted access to your customers’ account, which includes the ability to manage their products, services, payment methods or other related items (“Account Details”). All Account Details will be treated as Confidential Information. You may not alter, change, cancel or add Account Details without the express consent of your customer. You agree to maintain the integrity and security of your customers’ Account Details, and will limit access of Account Details to its rightful owner.
Prices and Fees. Subject to the terms and conditions of this Agreement, you acknowledge that all prices and fees are subject to change from time to time, and at our sole discretion.
Money Back Guarantee. If within thirty (30) days of the date you purchase a Reseller Program, you want to cancel your Reseller account for any reason, you are entitled to a full refund of the annual licensing fee only. You and your customers are not entitled to any refunds for any Services purchased and you will not receive any Commission Payments, if applicable.
Customer Notices. If there are any revisions, modifications, discontinuances or other material changes to the Services that require customer notification, you will assist us in notifying your customers.
Confidentiality. You agree that you will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of our Confidential Information. “Confidential Information” includes, but is not limited to, any customer, order, domain name, Services-specific, or marketing information, or any other non-public information discovered within your Reseller Control Center. Confidential Information does not include any information, however designated, that is or subsequently becomes publicly available without your breach of any obligation under this Agreement, became known to you prior to disclosure under this Agreement, became known to you from a source other than us and other than by the breach of another obligation of confidentiality, or is independently developed by you. This obligation shall last three (3) years after the termination of your Reseller Program.
Ethical Standards. Bribing or offering gifts in exchange for purchases by customers is prohibited and will result in termination of your Reseller Program.
Misrepresentations. You agree that you will not make false or misleading claims about the price, quality, value, inclusion, deliverability, or availability of any of the Services. We reserve the right to suspend or cancel your account for non-compliance with these terms.
Registrar Identification Upon any inquiry, you must inform the inquirer that OV International Services is the registrar on record for any domain names registered through your Reseller site. You may not do anything to give the impression to anyone that you are the registrar on record or an ICANN approved registrar. You acknowledge and agree that you may not use the ICANN Accredited logo on any of your marketing materials or Reseller site.
No Transfers. Your Reseller account is non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business.
Termination. Any earned Commissions may be placed on hold and not paid if, in our sole discretion, we receive an excessive number of chargeback’s and/or refunds. If we determine that You have breached any term of this Agreement, we may terminate this Agreement and You shall forfeit all Commissions earned. If you open further reseller accounts with us, they will be cancelled and no commissions will be paid to You.
Proxy Registrations. You shall not knowingly accept registrations from any provider of proxy and privacy registration services that is not accredited by ICANN and shall comply with all ICANN Specifications and Policies in the Proxy Accreditation Program.
ICANN and Registry Rules and Regulations. You acknowledge and agree that we will send all ICANN required renewal notices. You will indicate on your website that the registrar of record will send out renewal notices. You must display all registration and renewal prices on your website (and provide a link to such page upon our request). You must provide all required registration data in ICANN compliant format. You acknowledge and agree that we will interrupt DNS post expiration to display the ICANN required renewal instructions. We will be responsible for all domain name registrant validation. If we are unable to validate, the domain name is subject to suspension or termination in our sole discretion.
You acknowledge and agree that you are responsible for complying with all applicable ICANN and Registry policies and procedures.
Audit Rights. You acknowledge and agree that we may audit your website and request records and documentation to demonstrate your compliance with the terms and conditions of this Agreement. We reserve the right to suspend or cancel your account for non-compliance with the terms of this Agreement.
You will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. You will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so.
You will not use any copyrights, trademarks, service marks, or other intellectual property owned by OV International Services or its parent or affiliate entities unless specifically authorized by us, will not register any trademark that is substantially or confusingly similar to one owned by OV International Services or its parent or affiliate entities, and will not register or maintain any internet domain names containing trademarked terms owned by OV International Services or its parent or affiliate companies (or domain names confusingly similar thereto). You shall not use any of OV International Services or its parent’s or affiliates’ intellectual property in your advertising except as specifically authorized by us. You further agree not to use OV International Services or its parent’s or affiliates’ trademarks, including our website URLs, as keyword terms in any online advertising campaigns.
No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited trademark license provided below to Basic and Pro Resellers, is granted to you or conferred upon you by this Agreement.
Definitions. • “Price Catalog” is a list of Services available for resell within your Reseller Program, your cost and the minimum retail price for each Service. The Price Catalog is located in the Reseller Control Center • Reseller Control Center is the secure location within your account at our site where you can access our Services Price Catalog, select the Services you wish to resell, opt into Marketing Services, and otherwise control and manage your Reseller Program.
Service Pricing. We will provide our Services to you according to our Price Catalog. You may set your own prices for the Services you resell, subject to the minimum retail price set by us.
Multi-Currency Pricing. You will have the ability to opt in to multi-currency pricing for your Reseller site. Multi-currency pricing allows you to accommodate customers who may prefer to complete the checkout process in a currency other than U.S. Dollars. If you opt in to multi-currency pricing, you acknowledge and agree that (1) while we may offer Service pricing in various currencies, transaction processing is supported only in U.S. Dollars and a select number of the currency options displayed on this Site; and (2) the prices listed in the Price Catalog (including, but not limited to, the base buy rate, minimum retail price, and suggested retail price) located within the Reseller Control Center are not updated in real time. Accordingly, depending on currency exchange rates and other variables, it is possible that sales to customers in a currency other than U.S. Dollars may reduce your Commission Payments and/or result in negative Commission Payments.
Fraudulent Transactions. You agree to hold us harmless and to indemnify us for and against transactions processed by us on your behalf that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the domain name registration or transfer process, or from the use of stolen or misappropriated credit cards.
Charging Your Customers. You authorize us to charge each of your customers the dollar amounts designated by you for the Services they purchase via your Reseller site. We may charge your customer a small fee if the customer cancels a domain name registration within the five (5) day grace period and we refund the price of the domain name. We will not charge your customer a fee if we cancel a domain name registration during this period because of fraud.
Transaction Fees. You will pay us $.25 USD per customer order plus 2.5% of the total order cost (collectively, the “Transaction Fees”). You acknowledge the Transaction Fees are subject to change from time to time, and are not subject to refund in the event a customer order for Services is refunded.
Hosting. Your Basic or Pro Reseller site will be hosted by us and will be subject to the terms and conditions of our Hosting Agreement. All Basic and Pro Reseller sites are built on the securepaynet.net domain name.
Customer Support. By default, we will provide 24/7 customer support services to you, and to your customers for the Services you resell; however, you can opt out of our customer support services for your customers in the Account Settings area of the Reseller Control Center if you so choose.
Commission Payment. “Commission Payment(s)” are paid monthly and represent commissions earned in the immediately preceding month. For each Service sold via your Reseller site, your commission will be calculated as the difference between your sale price and cost, less the Transaction Fee and/or any applicable refunds or charge backs.
Commission Payments can be cancelled or suspended at any time due to chargeback’s or suspicion of fraud.
In order to receive Commission Payments you will need to set up a payee and assign it to your Reseller account.
A list of supported payment methods, applicable fees, and minimum payment thresholds are published here:
You may be required to provide information including, but not limited to, that which relates to tax or confirms your identity in order to comply with all applicable laws based on the country indicated in either the contact or payment sections of your payee account during setup.
You hereby authorize OV International Services to initiate and post entries to the deposit account(s) that you designate, both (i) credit (positive) entries for Commission Payments and (ii) debit (negative) entries to reverse erroneous Commission Payments and/or make adjustments to incorrect Commission Payments. The authority granted to us by you or the deposit account owner(s) will remain in full force and effect until we or the depository institution have received written notification from you or the deposit account owner(s) that such authority has been revoked or until the termination of your Reseller account.
You acknowledge and agree that Commission Payments may take 1-5 business days to be posted to the deposit account once they are initiated, depending on the Commission Payment method and currency selected. OV International Services expressly disclaims any liability or responsibility regarding the same.
The issuer of your Commission Payment method or an intermediary may charge you additional fees to receive funds. Please check with the issuer of your Commission Payment method for details.
Charge Backs. In the event of a credit card charge back related to your customer’s purchase of a Service, we will deduct the amount of the credit card charge from your Commission Payment. In the event that charge back experience is high, as determined by us, we reserve the right to hold back twenty percent (20%) of your monthly Commission Payments for ninety (90) days from the date the Commission Payment was to be paid.
Marketing Services. We (and our related companies) will not market the Services with our branding to your customers; however, we (and our related companies) may market the Services with your branding to your customers. From time to time, we also may make various marketing services available to you. The marketing services may include discounts, promotions, telemarketing services, email marketing services, and/or online advertising services (individually and collectively, “Marketing Services”). The Marketing Services are designed to assist you in more effectively marketing products and services to your customers. The Marketing Services will be offered on an opt-in basis. You acknowledge and agree that (1) the Marketing Services are provided for convenience only, and we make no representations or warranties regarding the same; (2) we reserve the right to modify, change, or discontinue any aspect of the Marketing Services at any time; (3) if you opt in to (or out of) the Marketing Services, it may take up to ten (10) business days for your changes to be effective; (4) all Marketing Services will be selected by us, and you will not be permitted to customize the Marketing Services; and (5) your participation in some Marketing Services, particularly discounts and promotions, could reduce your Commission Payments and/or result in negative Commission Payments.
Social Media. You may be given the ability to link to your social media pages from your Reseller site. You acknowledge and agree that you own, or have the right to link to, the social media pages you link to from your Reseller Site. If you use a Google button, you further acknowledge and agree to be bound by the Google Buttons Policy.
Custom Domains Your Reseller Program may include a custom domain name feature, allowing you to link your Reseller site to a domain name registered by you. The custom domain name feature may be included as part of your Program or offered as an add-on, and may not be available to all Resellers.
Domain Monetization. Our Pro Reseller Program includes domain monetization. Domain monetization is a service that empowers domain name registrants to generate earnings on the traffic generated to their domain names. You will be paid a percentage of the revenue generated from monetization of domain names registered through your Reseller site over the threshold set in the Reseller Control Center, which is subject to change. Your payment for monetization will be made in conjunction with your Commission Payments. You acknowledge and agree that we expressly reserve the right to change, modify or discontinue the domain monetization offering at any time. Further, you acknowledge and agree that your use of the domain monetization offering is subject to and shall be in accordance with the terms and conditions contained in the Cash Parking Agreement, which is incorporated herein by this reference. We reserve the right to screen domain names prior to enrollment and may exclude, in our sole discretion, any domain name for any reason, including, but not limited to: a) violation of this Agreement or the Universal Terms of Service; or b) infringement, or potential infringement, of a third party intellectual property right.
Term and Termination. In the absence of notification from you, we will automatically continue providing access to the Reseller Program indefinitely and will charge the Payment Method you have on file at our then current rates for the annual licensing fee. You agree that you will be responsible for notifying us should you desire to terminate your use of the Reseller Program. Notification of your intent to terminate must be provided to us no later than three days prior to your billing date. We reserve the right, in our sole discretion and without notice, at any time and for any reason, to suspend your access to or use of the Reseller Program. Upon termination, your customers’ Services will default to us or a related entity. No refunds will be issued to you or your customers for Services purchased.
Representations and Warranties. You represent and warrant that all information provided by you to set up your reseller site is true, accurate and complete. You also represent and warrant that the name of your site, URL or other branding is being used in good faith and that you have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name. You acknowledge and agree that we make no representations or warranties of any kind in connection with this Agreement and specifically make no guaranty to you against the possibility of objection to, or challenge of, the registration or use of any domain name you use in connection with your Reseller Program.
For Resellers residing in India, the following terms and conditions shall apply to purchases of the Basic Reseller Program made after the “Last Revised” date at the top of this Agreement.
The Basic Reseller Program comes with both introductory pricing (“Introductory Pricing”) and standard pricing (“Standard Pricing”). Receipt of Introductory Pricing will be contingent upon achieving a revenue benchmark (“Revenue Benchmark”). The current Introductory Pricing, Standard Pricing, and Revenue Benchmark will display on the Reseller landing page, or the disclaimers linked to the Reseller landing page, of this Site.
When you purchase the Basic Reseller Program, you will be charged Introductory Pricing. If you have achieved the Revenue Benchmark when reviewed at six (6) months after your purchase, you will remain on Introductory Pricing for the remaining six (6) months of your Basic Reseller Program. If you have not achieved the Revenue Benchmark when reviewed at six (6) months after purchase, you will convert to Standard Pricing for the remaining six (6) months of your Basic Reseller Program, and your Payment Method on file will be charged the difference between the Introductory Pricing and the Standard Pricing. Any charges made to your Payment Method on file will be non-refundable, even if you achieve the Revenue Benchmark at a later date.
We expressly reserve the right to change or modify the Introductory Pricing, Standard Pricing, and Revenue Benchmark at any time, and such changes or modifications shall be posted online at this Site and shall be effective immediately without need for further notice to you. Changes or modifications to the Introductory Pricing, Standard Pricing, and Revenue Benchmark shall be effective when your Basic Reseller Program comes up for renewal.
Except as otherwise provided on the Reseller landing page, or the disclaimers linked to the Reseller landing page, of this Site, all Basic Reseller Programs shall be offered for twelve (12) months only to Resellers residing in India. We reserve the right to discontinue availability of the Basic Reseller Program after twelve (12) months or continue availability at Standard Pricing.
Pro Reseller Terms Incorporated. All of the terms and conditions set forth above in Provisions Specific to Basic/Pro Reseller Programs also apply to the Super Reseller Program and, therefore, are incorporated in this Section by this reference.
Sub-Resellers; Termination. You are responsible for the acts and omissions of your Sub-Resellers. If you provide training and/or technical support to your Sub-Resellers, it must be reasonable. In the event a Sub-Reseller account is terminated by the Sub-Reseller, you, or us, you will be responsible for ensuring the transition of that Sub-Reseller’s customers to a another Reseller or Sub-Reseller account.
Commission Payments. In addition to the Commission Payment listed in the Basic/Pro Reseller section, a Commission Payment will be earned for each Reseller Program sold, as well as the Services sold by your Sub-Resellers. We reserve the right to modify the costs associated with both sources of revenue in our sole and absolution discretion.
Domain Monetization. In addition to any domain monetization revenue you generate via your own Pro Reseller Program, you will be paid a percentage of the revenue generated from the monetization of domain names purchased through your Sub-Resellers’ sites over the threshold set in the Reseller Control Center, which is subject to change. Your payment for monetization will be made in conjunction with your Commission Payments. You acknowledge and agree that we expressly reserve the right to change, modify or discontinue the domain monetization offering at any time. Further, you acknowledge and agree that your use of the domain monetization offering is subject to and shall be in accordance with the terms and conditions contained in the Cash Parking Agreement, which is incorporated herein by this reference. We reserve the right to screen domain names prior to enrollment and may exclude, in our sole discretion, any domain name for any reason, including, but not limited to: a) violation of this Agreement or the Universal Terms of Service; or b) infringement, or potential infringement, of a third party intellectual property right.
Branding. We authorize you to co-brand the Services you resell by using OV International Services name and logo along with your own name and logo; however, you may do so only in accordance with the terms and conditions of the Intellectual Property section herein.
Prepaid Account. A prepayment account (“Prepaid Account”) is required to operate the API Reseller Program, and must be set up in advance by wiring funds to us in sufficient quantities to cover the cost of the Services that will be purchased. You can find instructions on how to set up your Prepaid Account by clicking on the “Wiring Funds to your Account” link from your home page on the Reseller Extranet.
You hereby authorize us to initiate and post debit (negative) entries to the Prepaid Account when requests for Services are received from you. Failure to set up and maintain a valid Prepaid Account will prevent you from purchasing any Services from us. If for any reason we are not able to take sufficient funds out of your Prepaid Account to process your requests for Services, and you fail to respond to our notices, any requested transactions will not be processed. You agree that we will not be responsible for transactions that could not be processed because you failed to keep adequate funds in your Prepaid Account to cover those transactions. In any case, if you fail to keep adequate funds in your Prepaid Account, additional charges may apply. We may also charge you a small fee if you or your customer cancels a domain name registration within the five (5) day grace period and we refund the price of the domain name. We will not charge you a fee if we cancel the domain name during this period because of fraud.
It is your responsibility to cancel your Prepaid Account should you decide to discontinue your API Reseller account. Even after termination of your Reseller account, your Prepaid Account will remain open until we receive written notification from you instructing us to close your Prepaid Account.
You acknowledge and agree that the registration and use of domain names is governed, in part, by rules and contracts issued by the Internet Corporation for Assigned Names and Numbers (“ICANN”). These rules include requirements that registrars maintain certain registration and transaction information for a period of three years and that such information be provided to ICANN upon request in conjunction with any ICANN-initiated audit. To fulfill these ICANN requirements, you agree that you will maintain (a) in electronic, paper, or microfilm form, all written communications constituting registration applications, confirmations, modifications, transfers or terminations and related correspondence with Users, including registration contracts; and, (b) in electronic form, records of the accounts of all Users, including dates and amounts of all payments and refunds in conjunction with domain name registrations. Upon request by us, you will provide any information identified in this Section to us within two (2) business days and otherwise cooperate with us in any compliance, regulatory or legal issue arising out of the registration of domain names.
You shall ensure that the identity and contact information provided by the customer of any privacy or proxy registration service offered or made available by you in connection with each registration will be deposited with us or held in escrow or, alternatively, display a conspicuous notice to such customers at the time an election is made to utilize such privacy or proxy service that their data is not being escrowed. Where escrow is used, your escrow agreement will provide, at a minimum, that data will be released to us in the event you breach this agreement.
Term and Termination. In the absence of notification from you, we will automatically continue providing access to the API Reseller Program indefinitely and will charge the Payment Method you have on file at our then current rates for the annual licensing fee. You agree that you will be responsible for notifying us should you desire to terminate your use of the Reseller Program. Notification of your intent to terminate must be provided to us no later than three days prior to your billing date. We reserve the right, in our sole discretion and without notice, at any time and for any reason, to suspend your access to or use of the Reseller Program. Upon termination, you shall transition all of your customers and their Services to us and, to that end, you acknowledge and agree that you will timely provide us all customer information, including Registered Name Holder data and past communications with your customers, that we request to make the transition in such a way that your customers’ Services do not lapse. No refunds will be issued to you or your customers for Services purchased.
Notices. You agree that all notices (except for notices concerning breach of this Agreement) from us to you may be posted on our Site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with us or mailed first class postage to the postal address Reseller has on file with us. Notices from Reseller to us shall be made either by email to the customer support address provided on our Site or first class mail to: ovinternationalservices.com, Private Limited.
You may be entitled to sell third party products and services.
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.
This Reseller Data Processing Addendum (“DPA”) forms part of the Agreement executed between ovinternationalservices.com, Private Limited (inclusive of its affiliated entities if contemplated under the Agreement) (“OV International Services”) and you (“Reseller”) for the purpose of selling OV International Services product and services (“Services”) through OV International Services Reseller Program, and shall govern with regard to the processing of any Personal Information by Reseller on behalf of OV International Services. Reseller enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its authorized affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. The terms “we”, “us” or “our” shall refer to OV International Services. The terms “you”, “your”, or “Reseller” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. This DPA shall become effective and binding as of the date of your electronic acceptance.
This DPA consists of two (2) distinct parts, which are applicable as explained below:
1. Data Privacy and Security Standards and Requirements. Application of Data Privacy and Security Standards and Requirements. Applicable to all Resellers that have access to and process PII (as “herein defined”) within the nature and scope of their participation in the Reseller Program
2. Standard Contractual Clauses (and its Appendices 1 & 2). Application of Standard Contractual Clauses. The Standard Contractual Clauses will apply to Customer Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the GDPR). The Standard Contractual Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA. Notwithstanding the foregoing, the Standard Contractual Clauses will not apply where the data is transferred in accordance with a recognized compliance standard for the lawful transfer of personal data (as defined in the GDPR) outside the EEA, such as the EU-US and Swiss-U.S Privacy Shield Frameworks.
1.1 “PII” or “Personal Information,” shall mean information in any medium or form of any kind pertaining to an identified or identifiable natural person or household; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, address, Social Security number or other identification number, e-mail address, telephone number, financial profile, credit card information, driver’s license number, or other information that can be reasonably linked to a particular person, computer, or device (e.g., information collected via tracking technologies, such as IP address), or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person.
1.2 Processing for the purposes of this DPA shall include collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing, disseminating or otherwise making available, combining, restricting, erasing or destroying PII.
1.3 OV International Services discloses PII to You solely and exclusively for Your performance of the Services on OV International Services behalf and You may only process the PII for the limited and specific purpose(s) described in the Agreement and at our written instructions, and for no other purpose, including with regard to transfers of EU individuals’ PII outside of the European Union, unless required to do so by European Union or European Union Member State law (in which case you must immediately notify us before doing so, unless prohibited from informing us by law).
1.4 You are prohibited from: (i) selling PII; (ii) retaining, using, or disclosing PII for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the PII outside of the Agreement between You and OV International Services.
1.5 You acknowledge and confirm that PII is not disclosed as consideration for any Services that are provided to OV International Services under the Agreement. You must not sell any PII, as the term “sell” is defined under California Consumer Privacy Act of 2018, as amended (“CCPA”), and You hereby certify that You understand the rules, requirements and definitions of the CCPA, and all restrictions in this DPA. You agree to refrain from taking any action that would cause any transfers of PII to or from You to qualify as “selling personal information” under the CCPA and any other applicable laws.
1.6 You may only transfer PII relating to EU individuals to outside of the EU (or if such PII is already outside of the EU, to any third party also outside the EU), in compliance with the terms of this DPA and the requirements of Articles 44 to 49 of the GDPR (as defined below).
1.7 You must immediately notify us if, in your opinion, our instruction infringes any applicable data protection laws and regulations, including EU Data Protection Law (as defined below) at email@example.com.
1.8 You must treat all PII as strictly confidential and it must inform all its employees or approved agents engaged in processing the PII of the confidential nature of the PII, and ensure that all such persons or parties have signed an appropriate confidentiality agreement to maintain the confidence of the PII.
1.9 To the extent you receive, maintain, process or otherwise have access to PII in connection with the Reseller Program under the Agreement, you acknowledge and agree that you are responsible for maintaining appropriate organizational and security measures to protect such PII. You must protect and secure such PII in accordance with all applicable privacy and data protection laws, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “General Data Protection Regulation” or “GDPR”) and associated European Union Member State legislation or regulations (together “EU Data Protection Law”) and CCPA.
1.10 The appropriate organizational and security measures referenced in Section 3.7 shall include as appropriate (but are not limited to):
2. Impact Assessments & Security Audits
3.1 Notification Timing. You will communicate any security incident related to your services and/or PII to us immediately after discovery thereof and will provide immediate feedback about any impact this incident may/will have on us or PII. You will give its best effort to notify us of the security incident immediately after detecting such incident, but in any event no later than 1 hour after you have detected the incident. An incident for the purposes of this DPA shall also include:
3.2 Notification Format and Content. Notification of a security breach will take the form of a phone call to our Network Operations Center (NOC) at 61 283111604, followed by a written notification to firstname.lastname@example.org. You must provide the following information during the notification phone call, and in the written notice, to the greatest extent possible with further updates as additional information comes to light:
3.3 Security Resources. We may, upon mutual agreement with you, provide resources from our security group to assist with an identified security breach. You agree to assist us in meeting its obligations in relation to the notification of a security breach under EU Data Protection Law or any other statutory, regulatory, administrative, or contractual breach notification obligations.
4.1 Proprietary Encryption. Secured transactions between you and subcontractor, vendor or other third party, as well as storage of our Confidential Information or PII may not utilize any cryptography algorithms developed internally by you. Any symmetric, asymmetric or hashing algorithm utilized by the application infrastructure will utilize algorithms that have been published and evaluated by the general cryptographic community.
4.2 Encryption Strength. Encryption algorithms must be current industry standard technology and of sufficient strength, such as AES. SHA-256 or RSA public key encryption.
4.3 Hashing Functions. Hashing functions will be a combination of SHA-256 and at least one of MD-5, SHA-2, SHA-3 or similar, not including SHA-1. If alternate hashing functions are to be utilized, they will have explicit approval from our Information Security Team and must be accompanied by at least one approved algorithm.
5.1 Compliance with Law. To the extent applicable, you will assist us in our obligations to respond to requests of an individual who’s PII is being processed under the Agreement and who wishes to exercise any of their rights under EU Data Protection Law, including (but not limited to): (i) right of access; (ii) right to data portability; (iii) right to erasure; (iv) right to rectification; (v) right to object to automated decision-making; or (vi) right to object to processing.
5.2 Delete/Destroy. You must securely delete/destroy or return all PII and overwrite physical drives used for its storage using Cryptographic Erase (NIST SP-800-88r1) or equivalent method at any time upon our request or, absent our request, after -termination of the Agreement and destroy or return any existing copies of the same to us.
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
data exporter: OV International Services, Private Limited and its affiliated entities and
data importer: The named Reseller that participated in the Reseller Program subject to the terms of the Agreement.
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) ‘the data exporter’ means the controller who transfers the personal data;(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organizational security measures specified in the Appendix before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
(k) that it will, at its expense, defend, indemnify and hold harmless data exporter against all liability and loss in connection with any loss, unauthorized disclosure, theft, or compromise of personal data, and any other breach of applicable data protection legislation by or from data importer.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established, or where the data exporter is established in multiple jurisdictions, governed by the laws of Australia.
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
Additional necessary information if not contained in an accompanying SOW should be included in this Appendix:
Data exporter: The data exporter is the entity identified as OV International Services, a provider of reseller program for data importer to resell certain products and services of OV International Services to customers.
The data importer is a reseller of Private Limited product and services.
The data subjects are customers
Categories of data
The personal data transferred concern the following categories of data:
Customer may submit personal data to the Services which may include, but is not limited to the following categories of personal data:
The personal data transferred will be subject to the following basic processing activities:
Reseller will process personal data as necessary to perform Services under the Reseller Agreement, and as further instructed by customer throughout its use of the Services.
Data Importer shall maintain technical and administrative safeguards for protection of the security, confidentiality and integrity of customer data, including Personal Data, as set forth in this Data Processing Addendum. Data Importer shall regularly monitor compliance with these safeguards. Data Importer will not materially decrease the overall security of the Services or Reseller Program.