Reseller and API Terms

1 AGREEMENT AND SCOPE§

These Reseller and API Terms (“Reseller Terms”) govern access to and use of the reg.ly reseller program and application programming interface (together, the “Reseller Service”) operated by Midmak United, LLC, a Delaware limited liability company, trading as reg.ly and REGLY (“Company”, “we”, “us”, “our”). They form a binding agreement between the Company and each person or entity we approve for the Reseller Service (“Reseller”, “you”, “your”).

These Reseller Terms supplement our Terms and Conditions (https://reg.ly/about/terms-of-use/) and Privacy Policy (https://reg.ly/about/privacy-policy/), which apply to you as an Account holder and are incorporated by reference. Where these Reseller Terms conflict with the Terms and Conditions on a matter specific to the Reseller Service, these Reseller Terms prevail. Section 17 of the Terms and Conditions is superseded by these Reseller Terms for all Resellers who have accepted them.

By applying for, being granted, or using Reseller Service access, including by issuing an API request, you agree to these Reseller Terms. If you do not agree, do not use the Reseller Service.

2 DEFINITIONS§

“API” means the reseller application programming interface, including its endpoints, documentation, credentials, software modules, sandbox, and any update we provide.

“API Credentials” means the API keys, tokens, secrets, IP allow-list entries, and other authentication data we issue to you.

“End User” means any person or entity that obtains a Domain Name or related service from you, directly or through your own customers, where that Domain Name or service is provisioned through the Reseller Service.

“End User Agreement” means the terms between you and your End Users that govern their use of Domain Names and services provisioned through the Reseller Service.

“Flow-Down Terms” means the provisions listed in Section 6.2 that you must include in your End User Agreement.

“Reseller Account” means your Account as enabled for the Reseller Service, including its prepaid balance, API Credentials, and reseller settings.

“Reseller Balance” means the prepaid funds held in your Reseller Account against which Reseller Service transactions are charged.

“Reseller Pricing” means the wholesale prices for Reseller Service transactions applicable to your Reseller Tier, as published at https://reg.ly/ly-domain-reseller/ and in your Reseller Account, as amended from time to time.

“Reseller Tier” means the plan you select on enrollment, which sets your Reseller Pricing and your minimum initial deposit. As at the Effective Date the Reseller Tiers are: ResellX (minimum initial deposit USD 3,000); Partner Pro (minimum initial deposit USD 6,000); and VaultVend (minimum initial deposit USD 12,000). The per-year price shown for each Reseller Tier on the program page is the wholesale price per .LY Domain Name registration or renewal year for Resellers on that tier. Tier names, deposits, and pricing may change under Section 5.2.

“Reseller Agreement” means any supplemental reseller agreement we provide to you on enrollment and that you accept, which incorporates these Reseller Terms. Where a Reseller Agreement and these Reseller Terms conflict, the Reseller Agreement prevails for the Reseller that accepted it.

“Services”, “Site”, “Account”, “Domain Name”, “Registrant Data”, “Registry”, “NIC.LY”, “Registrar Partner”, “WHOIS”, “RDAP”, and “Protected Parties” have the meanings given in the Terms and Conditions.

3 ELIGIBILITY AND APPROVAL§

3.1 Who May Apply§

The Reseller Service is available to businesses and to individuals acting in the course of a business. You must be at least eighteen (18) years of age, hold an Account in good standing, and have authority to bind the entity on whose behalf you apply. We may require business registration documents, identity verification of the applicant and beneficial owners, and a description of your intended use before approval. Enrollment is completed when you have selected a Reseller Tier, accepted these Reseller Terms and any Reseller Agreement we provide, passed our manual review, and funded the minimum initial deposit for that tier. We may decline enrollment at any point before activation and will return any deposit received, less bank charges.

3.2 Approval and Refusal§

Approval is at our sole discretion. We may decline, suspend, or terminate Reseller Service access at any time where we consider it necessary to protect the integrity, security, reputation, or commercial operation of the Services, the Registry, or our Registrar Partner, or for any other reason. Approval for the Reseller Service does not make you a registrar, an accredited registrar, an agent, or a partner of the Company, the Registrar Partner, or NIC.LY.

3.3 Excluded Persons§

Persons located in, or ordinarily resident in, a country or territory subject to comprehensive United States sanctions, or listed on any United States sanctions list, may not use the Reseller Service. You must not provision Domain Names or services for End Users who are so located or listed.

3.4 Sub-Resellers§

You may not permit any third party to resell the Reseller Service, or to access the API using your API Credentials, unless we have approved that arrangement in writing following our manual review of the proposed sub-reseller. Where approved, you remain fully responsible for each sub-reseller and its End Users as if they were your own, and must impose these Reseller Terms on each sub-reseller in writing.

4 RESELLER ACCOUNT AND API ACCESS§

4.1 API Credentials§

We will issue API Credentials to your Reseller Account. API Credentials are confidential, are issued to you alone, and may be used only by you (or your approved sub-resellers) for the Reseller Service. You are responsible for all activity under your API Credentials, whether or not authorized by you. You must store API Credentials securely, restrict access to persons who need it, use IP allow-listing where we offer it, and rotate credentials when we require. You must notify us at support@reg.ly within twenty-four (24) hours of learning that any API Credential has been or may have been compromised. We may rotate, suspend, or revoke API Credentials at any time.

4.2 Permitted Use§

You may use the API, and the WHMCS and Blesta modules we provide, solely to provision and manage Domain Names and related services for End Users through your own platform, in accordance with our API documentation. The modules are licensed to you on the same terms as the API, for use with your Reseller Account only. You may not: use the API to build a competing registration service that bypasses the Services; use it for domain availability checking, WHOIS or RDAP lookups, or data collection at volume beyond what is required to serve your own End Users’ live requests; exceed any rate limits we publish or communicate to you (we do not currently impose fixed request limits, but reserve the right to throttle or block request patterns that are excessive, automated beyond genuine End User activity, or that affect service stability); attempt to circumvent authentication, rate limits, or security controls; reverse engineer, decompile, or copy the API or any software module we provide, except to the extent applicable law prohibits that restriction; or use the API in any way that degrades the Services for other users.

4.3 Technical Changes§

We may modify, version, deprecate, rate-limit, or discontinue any part of the API at any time. We will use reasonable efforts to announce breaking changes in the Reseller Account or by email in advance, but we are not obligated to maintain backward compatibility or any particular endpoint, and you are responsible for keeping your integration current.

4.4 Sandbox§

We provide an operational test environment using the .ote.ly extension (the “OTE”) that simulates live .LY registration. The OTE is for integration testing only. Transactions in it do not use your Reseller Balance, are not real, create no rights in any Domain Name, and may be reset or deleted at any time. You must complete integration testing in the OTE before issuing live API requests.

4.5 No Service Level§

The Reseller Service and API are provided without any service level agreement, uptime guarantee, or performance commitment. Section 16 of the Terms and Conditions applies.

5 PRICING, PREPAYMENT, AND BILLING§

5.1 Prepaid Model§

The Reseller Service operates on a prepaid basis. You must fund your Reseller Balance in advance, in US dollars, by ACH or wire transfer to the account details we provide, or by any other method we expressly make available for reseller funding. Funds are credited when received in cleared form. Your initial deposit must meet the minimum for your Reseller Tier. Each Reseller Service transaction is charged against your Reseller Balance at the Reseller Pricing in effect when the transaction is submitted. A transaction is not accepted if your Reseller Balance is insufficient to cover it. We do not extend credit.

5.2 Reseller Pricing§

Reseller Pricing is displayed in your Reseller Account and may differ by domain extension, registration term, transaction type, and reseller tier. We may change Reseller Pricing at any time. Price increases take effect three (3) days after we post them in the Reseller Account or notify you by email, except that increases driven by Registry, Registrar Partner, or third-party cost changes may take effect immediately on notice. Price decreases take effect when posted. Transactions already accepted are not repriced.

5.3 Your Retail Pricing§

You set your own prices to End Users. You are solely responsible for all billing, collection, invoicing, refunds, and disputes with your End Users. We have no relationship with your End Users regarding payment and will not refund, credit, or compensate your End Users directly.

5.4 Non-Refundable§

Funds added to your Reseller Balance are a prepayment for Reseller Service transactions and are non-refundable, except as provided in Section 13.4 where we terminate without cause. Amounts charged for completed transactions are non-refundable, except as provided in Section 11.7 of the Terms and Conditions for non-delivery caused solely by our internal processing error. No refund is owed for Domain Names suspended, cancelled, or deleted by the Registry, our Registrar Partner, or us under the Terms and Conditions, for End User disputes, or for your End Users’ non-payment to you.

5.5 Taxes§

Reseller Pricing excludes taxes. You are responsible for all taxes, duties, and levies applicable to your purchases from us and to your sales to End Users, and for collecting and remitting any tax due on your End User sales. Where we are required by law to collect tax from you, we will add it to the charge.

5.6 Chargebacks§

If any payment you make to fund your Reseller Balance is charged back or reversed, we may immediately suspend your Reseller Account, place all Domain Names provisioned through it on hold, and recover the reversed amount plus any processor fees from your Reseller Balance or from you directly. Section 10.8 of the Terms and Conditions applies.

6 YOUR OBLIGATIONS TO END USERS§

6.1 You Contract With Your End Users§

You are the sole contracting party with your End Users for everything you sell them. End Users are your customers, not ours. You are solely responsible for End User support, communications, billing, and disputes, and for ensuring End Users comply with the Terms and Conditions, the Acceptable Use Policy, and NIC.LY regulations.

6.2 Flow-Down Terms§

Before provisioning any Domain Name for an End User, you must have in place an End User Agreement that the End User has accepted and that, at minimum:

• binds the End User to NIC.LY regulations (http://nic.ly/regulations.php) as amended, and to the content restrictions and prohibited activities in Sections 6.3 and 8 of the Terms and Conditions;
• requires the End User to provide accurate, current, and complete Registrant Data and to update it promptly, and permits suspension or cancellation for inaccurate data;
• discloses, clearly and before purchase, that Registrant Data is submitted to NIC.LY and may be publicly displayed through WHOIS, RDAP, and other Registry directory services; that no WHOIS or RDAP privacy, redaction, or proxy protection is provided or guaranteed by you, by us, or by our Registrar Partner; and that any redaction the Registry applies is the Registry’s alone and may be withdrawn without notice;
• states that Domain Names are registered through a NIC.LY-accredited registrar, that the Registry and the registrar may refuse, suspend, cancel, lock, hold, or transfer any Domain Name as permitted by NIC.LY regulations and the Terms and Conditions, and that the End User has no claim against us, our Registrar Partner, or any Protected Party for any such action;
• states that the End User assumes the risks of registering under the .LY ccTLD described in Sections 12 and 27 of the Terms and Conditions, including Registry Policy Changes and Catastrophic Events;
• contains disclaimers of warranty and limitations of liability that protect us, our Registrar Partner, and all Protected Parties at least to the same extent as Sections 20 and 21 of the Terms and Conditions protect us, and names them as intended third-party beneficiaries of those provisions;
• contains an indemnity from the End User covering the matters in Section 22 of the Terms and Conditions;
• requires the End User to submit to the dispute resolution mechanisms described in Section 7 of the Terms and Conditions for disputes over Domain Names; and
• does not contain any term that conflicts with the Terms and Conditions, these Reseller Terms, or NIC.LY regulations.

You must provide us with a copy of your End User Agreement on request and must update it within fourteen (14) days of our request where it fails to meet this Section.

6.3 Prohibited Representations§

You must not make any representation, warranty, or guarantee to End Users regarding the Services, Domain Names, the .LY ccTLD, NIC.LY, our Registrar Partner, WHOIS or RDAP redaction, data privacy, uptime, processing times, or renewals that exceeds or contradicts the Terms and Conditions or these Reseller Terms. You must not state or imply that you are a registrar, an accredited registrar, or an agent, partner, or affiliate of the Company, our Registrar Partner, or NIC.LY. You may state that Domain Names are provisioned through reg.ly. Where you operate on a white-label basis and do not display the reg.ly name to End Users, you must still make the disclosures required by Section 6.2 and must identify reg.ly as the provisioning provider to any End User, Registry, or authority that asks.

6.4 Registrant Data§

You are responsible for the accuracy of all Registrant Data you submit through the Reseller Service. You must obtain each End User’s authorization before submitting their Registrant Data, must inform them in advance that it will be submitted to NIC.LY and may be publicly displayed, and must pass on to us within five (5) business days any correction or update an End User provides. You must not submit false, placeholder, or your own contact details as Registrant Data for an End User’s Domain Name, except where the End User is a legitimate organization that has designated you to act as its technical or administrative contact and the registrant contact remains the End User.

6.5 Registry and Legal Requests§

You must respond to, and procure your End Users’ cooperation with, any request from us, our Registrar Partner, NIC.LY, a court, or a competent authority regarding a Domain Name, including requests for Registrant Data verification, abuse reports, and dispute proceedings, within the time we specify, which will be no less than two (2) business days unless the Registry or law requires faster action. You must keep records sufficient to identify each End User and to show their acceptance of your End User Agreement for at least three (3) years after the End User relationship ends, and produce them to us on request.

6.6 Abuse§

You must maintain a working abuse contact address, published to your End Users and provided to us, and must act on abuse reports concerning your End Users’ Domain Names promptly. We may suspend, lock, or delete any Domain Name provisioned through your Reseller Account, without notice to you or your End User and without refund, for any reason permitted by Section 5 or Section 6 of the Terms and Conditions, including on instruction from the Registry or our Registrar Partner. You must not restore or re-register a Domain Name we or the Registry have actioned for abuse.

7 DATA PROTECTION§

7.1 Roles§

For Registrant Data and other End User personal data that you submit through the Reseller Service, you are the controller in respect of your End Users, and we process that data as described in our Privacy Policy for the purposes of provisioning and managing Domain Names, submission to our Registrar Partner and NIC.LY, compliance, and security. NIC.LY is an independent controller of the Registrant Data it receives and publishes.

7.2 Your Obligations§

You must have a lawful basis for collecting End User personal data and for transferring it to us, our Registrar Partner, and NIC.LY in Libya; provide End Users with a privacy notice that discloses that transfer and the public display of Registrant Data through WHOIS and RDAP; obtain any consent that applicable law requires; and comply with all data protection laws applicable to you, including, where applicable, the GDPR, UK GDPR, and Swiss FADP.

7.3 Confidentiality§

API documentation, Reseller Pricing, non-public Program information, and any information we mark confidential must be kept confidential during the term and for two (2) years after it ends. You may disclose that you provision .LY Domain Names through reg.ly.

7.4 Security Incidents§

You must notify us at support@reg.ly without undue delay, and in any case within forty-eight (48) hours, of any breach of security affecting API Credentials, End User personal data you hold in connection with the Reseller Service, or your systems that connect to the API.

8 TRADEMARKS§

We grant you a limited, revocable, non-exclusive, non-transferable license during the term to use the name reg.ly in plain text solely to state that Domain Names are provisioned through reg.ly. You may not use our logos or other Marks without our prior written approval, register or use any domain name, business name, or social media handle containing our Marks or confusingly similar terms, bid on our Marks as paid-search keywords, or imply any endorsement, partnership, or agency. All goodwill from your use of the Marks accrues to us. On termination you must cease all use within five (5) business days.

9 REPRESENTATIONS AND WARRANTIES§

You represent and warrant that: you meet the eligibility requirements in Section 3; you have the authority to bind the entity on whose behalf you act; your End User Agreement meets Section 6.2 and has been accepted by each End User before provisioning; all Registrant Data you submit is authorized by the relevant End User and accurate to the best of your knowledge; your use of the Reseller Service and your sales to End Users comply with all applicable laws, including consumer protection, data protection, tax, export control, and sanctions laws; and you will not use the Reseller Service for any purpose prohibited by the Terms and Conditions or NIC.LY regulations.

10 CHANGES TO THESE TERMS§

We may change these Reseller Terms at any time by posting the updated version on the Site with a new Effective Date. For changes to Reseller Pricing, Section 5.2 applies. For other material changes, we will use reasonable efforts to notify you by email or in the Reseller Account at least fourteen (14) days before they take effect, except that changes required by the Registry, our Registrar Partner, or applicable law, or made to address security or abuse, may take effect immediately. Your continued use of the Reseller Service after a change takes effect constitutes acceptance. If you do not accept a change, your sole remedy is to stop using the Reseller Service and terminate under Section 13.2.

11 DISCLAIMER§

THE RESELLER SERVICE, API, DOCUMENTATION, SANDBOX, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT THE API WILL BE AVAILABLE, ACCURATE, OR ERROR-FREE, THAT ANY TRANSACTION WILL SUCCEED, OR THAT ANY DOMAIN NAME WILL BE REGISTERED, MAINTAINED, OR TRANSFERRED. THE DISCLAIMER OF WARRANTIES IN SECTION 20 OF THE TERMS AND CONDITIONS APPLIES TO THE RESELLER SERVICE.

12 LIMITATION OF LIABILITY AND INDEMNIFICATION§

12.1 Limitation§

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ANY PROTECTED PARTY SHALL BE LIABLE TO YOU OR ANY END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE RESELLER SERVICE. OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THE RESELLER SERVICE SHALL NOT EXCEED THE RESELLER PRICING ACTUALLY PAID BY YOU FOR THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM. WE HAVE NO LIABILITY OF ANY KIND TO YOUR END USERS. NOTHING IN THESE RESELLER TERMS EXCLUDES OR LIMITS ANY PERSON’S LIABILITY FOR ITS OWN CONDUCT TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.2 Indemnification§

You agree to defend, indemnify, and hold harmless the Company and all Protected Parties from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: your End Users, their Domain Names, content, conduct, and disputes; any claim brought by an End User or sub-reseller against any Protected Party; your End User Agreement or its absence or deficiency; inaccurate or unauthorized Registrant Data you submit; any breach of these Reseller Terms or of your representations and warranties; any violation of law by you or your End Users; any security incident involving your API Credentials or systems; any representation you make to End Users beyond what the Terms and Conditions permit; and any tax, duty, or levy relating to your sales to End Users. We may assume the exclusive defense of any matter subject to indemnification, at your expense. We may require written assurance of your ability to meet this indemnity, including a deposit or security, and may suspend the Reseller Service until it is provided.

13 TERM, SUSPENSION, AND TERMINATION§

13.1 Term§

These Reseller Terms apply from the date we approve your Reseller Service access until terminated.

13.2 Termination by You§

You may terminate on thirty (30) days’ written notice to support@reg.ly. During the notice period you must stop provisioning new Domain Names and arrange the transition of your End Users under Section 13.5.

13.3 Suspension and Termination by Us§

We may suspend the Reseller Service, in whole or in part, immediately and without notice where we reasonably believe it necessary to protect the Services, the Registry, our Registrar Partner, End Users, or other users, including for security incidents, abuse, excessive or anomalous API use, chargebacks, negative balance, sanctions concerns, or instruction from the Registry or our Registrar Partner. We may terminate these Reseller Terms on thirty (30) days’ notice for convenience, or immediately on notice for your material breach, fraud, misrepresentation, unlawful activity, insolvency, repeated or serious End User abuse, or failure to cure a curable breach within fourteen (14) days of our notice.

13.4 Effect on Reseller Balance§

Where we terminate these Reseller Terms without cause under Section 13.3, we will refund any unspent Reseller Balance, less any amounts owed to us and less bank charges, within sixty (60) days of the effective date of termination, by wire to the bank account from which it was funded where possible. In every other case, including termination by you under Section 13.2, termination by us for cause, and suspension that is not followed by reinstatement, unspent Reseller Balance is applied first to any amounts owed to us and the remainder is forfeited, as a reasonable pre-estimate of our costs of onboarding, maintaining, and winding down your Reseller Account, and not as a penalty. You may avoid forfeiture by spending your Reseller Balance on Reseller Service transactions before the effective date of termination, provided your Reseller Account is not suspended. Funds originating from a chargeback or reversal, or associated with fraud, are never refunded.

13.5 End User Domain Names on Termination§

Domain Names provisioned through your Reseller Account remain registered with the Registry through our Registrar Partner for the balance of their current term and are not affected by termination of these Reseller Terms, except where a Domain Name is itself subject to action under the Terms and Conditions. On termination you must, within the notice period or within thirty (30) days of an immediate termination: notify each End User that your reseller relationship with reg.ly has ended; provide each End User, on request, with the EPP/Auth Code and any information needed to transfer or manage their Domain Name; and cooperate with us in moving End User Domain Names either to a direct Account with us or to another provider of the End User’s choosing. Where you fail to do so, we may contact End Users directly using the Registrant Data on record and may, at our discretion, migrate their Domain Names to direct Accounts with us. You remain responsible for your End Users until each transition is complete.

13.6 Survival§

Sections 5.4, 5.5, 5.6, 6.5, 7, 8, 9, 11, 12, 13.4, 13.5, 14, and 15 survive termination.

14 GOVERNING LAW AND DISPUTES§

These Reseller Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Matters concerning .LY Domain Names, the Registry, and NIC.LY regulations are subject to NIC.LY regulations and Libyan law. Any dispute arising out of or relating to the Reseller Service or these Reseller Terms is subject to the dispute resolution provisions of the Terms and Conditions, including informal resolution, binding arbitration, the class action waiver, and the one-year limitation period, which apply as if set out here in full.

15 GENERAL§

The Terms and Conditions’ provisions on severability, waiver, assignment, no agency, third-party beneficiaries, construction, notices, mandatory rights, electronic communications, and force majeure apply to these Reseller Terms. You and the Company are independent contractors; nothing in these Reseller Terms creates an agency, partnership, joint venture, franchise, or employment relationship, and you have no authority to bind us. You may not assign or transfer your Reseller Account or any right under these Reseller Terms without our written consent; we may assign without notice or consent. The Registrar Partner and each other Protected Party is an intended third-party beneficiary of Sections 6, 11, and 12. These Reseller Terms, the Reseller Pricing, the API documentation, the Terms and Conditions, and the Privacy Policy are the entire agreement between you and us regarding the Reseller Service.

16 CONTACT§

Company: Midmak United, LLC, trading as reg.ly / REGLY

Address: 131 Continental Dr, Suite 305, Newark, DE 19713, United States

Email: support@reg.ly

Program page: https://reg.ly/ly-domain-reseller/

Reseller Account: https://my.reg.ly

END OF RESELLER AND API TERMS