TERMS & CONDITIONS

PGNASM.COM SERVICES AGREEMENT
Date Last Modified: December 7, 2019

 

PGNASM.COM is owned and operated by Gymcreate Ltd of Atlas House, Caxton Close, Wigan, WN3 6XU, Great Britain. PGNASM.COM is a Third-Party service provided for the use of Premier Global NASM clients/customers. PGNASM.COM is in no way owned or controlled by Premier Global NASM, its subsidiaries, affiliates, predecessors, successors and they are exempt of any liability regarding content displayed within or upon PGNASM.COM unless this has been specifically provided by them to PGNASM.COM (Gymcreate Ltd).

 

Any agreement you enter into is with Gymcreate Ltd and not Premier Global NASM, its subsidiaries, affiliates, predecessors, successors.

 

1.      INTRODUCTION

 

(The “Agreement” and/or “Terms and Conditions”), as amended from time to time by Pgnasm.com, its subsidiaries, affiliates, predecessors, successors and assigns (the terms “Pgnasm.com,” “us,” “we” and/or “our” shall refer to Pgnasm.com), between you (the terms “Customer,” “you” and/or “your” shall refer to the individual, entity or organization that accepts this Agreement, has access to your account or uses the Services) and Pgnasm.com, sets forth the terms and conditions applicable to your purchase and/or use of our products and services (collectively, the "Services") as further set forth herein.

 

You and Pgnasm.com together may be referred to herein as the “Parties” and each may be referred to herein as a “Party.” This Agreement explains our obligations to you, and your obligations to us in relation to any Services you purchase or otherwise utilize. You acknowledge that you have read, understand and agree to be bound by all of the Terms and Conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions, or service agreements that are or may be established by Pgnasm.com from time to time and are incorporated herein by reference. You may also elect to purchase additional Services (the “Additional Services”) from Pgnasm.com, our partners and/or other third parties, which may have their own service agreements or other related terms and conditions, and it is your obligation to review, accept and abide by those service agreements or other related terms and conditions.

 

2.     SERVICES

 

This Agreement applies to all Services, whether purchased or utilized separately or as part of a complete solution or packaged bundle. Your purchase of the Services continued use of the Services, and/or continued access to the Services constitutes your acceptance of this Agreement. If you purchase Services that are sold together as a “bundled” package (e.g. you purchase a package that includes both a domain name and a website builder or other Services, as opposed to your purchasing such Services separately), termination of any part of the Services will result in the termination of all Pgnasm.com Services provided as part of the bundled package.

 

Pgnasm.com further reserves the right to modify the Services, at our sole and absolute discretion, either temporarily or permanently, at any time or from time to time, with or without notice to you. You agree that Pgnasm.com shall not be liable to you or any third party for any such modification of the Services and that your continued use of the modified Services, and/or continued access to the modified Services, constitutes your acceptance of any such modifications. You acknowledge and agree that some or all of the Services you purchase or receive from us may be provided by one or more vendors, contractors or affiliates selected by Pgnasm.com in its sole and absolute discretion. As a part of your Services, Pgnasm.com may provide you access to third-party functionality or services, including, but not limited to, applications, widgets, Rich Site Summary (“RSS”), other types of news, event and industry feeds, calculators, recommended copy, forms and templates that are incorporated or offered as a part of one or more of the Services (collectively, “Third-Party Functionality”). You acknowledge and agree that your use of any Third-Party Functionality to which you are provided access as part of any Pgnasm.com Services is in accordance with the terms of any relevant third-party licenses, agreements and/or terms and conditions. Your failure to abide by any such third-party licenses, agreements and/or terms and conditions may result in the immediate termination of your Services provided by Pgnasm.com. You understand and agree that Pgnasm.com does not control such Third-Party Functionality and is therefore not liable to you or any third party for any issues of any kind relating to issues relating to Third-party Functionality. Pgnasm.com reserves the right, in its sole and absolute discretion, to terminate, suspend, cancel or alter your access to Third-Party Functionality at any time and without notice to you.

 

Website Builder Services. Except for the content provided by you, each website created using the Services belongs to Service Provider. For the duration of your Services subscription, Service Provider grants you a personal license in each website you create using the Services. Cancellation of the Services for any reason terminates your license to each website. As part of the Services, you may be allowed to use certain photographs, illustrations, or other images developed, owned, or licensed by third-party providers (“Images”). The Images are neither sold nor distributed to you and you may use the Images solely as part of the Services. In addition, you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images, and you may not create derivative works of the Images. Service Provider has the right, at any time, at Service Provider’s sole and exclusive discretion, to remove any Image(s) from your website.

Use of Free Services:

(i)               In consideration for providing additional optional Services for which we do not charge an additional fee, including, but not limited to, free trials, URL forwarding, email forwarding, free parking page, free website hosting, free email services, or other free services which we may introduce from time to time (as such list may be modified by us from time to time) ("Free Services"), we may display advertising in conjunction therewith through the use of pop-up or pop-under browser windows, banner advertisements, audio or video streams, appendices to emails, or any other advertising means, and we may aggregate for our own use, related usage data by means of cookies and other similar means. You will not be entitled to any of the proceeds we may earn as a result of such advertising. We may discontinue any Free Services at any time with or without providing you prior notice.

 

(ii)              From time to time we may provide you with free or low-cost domain name(s) registration services ("Promotional Name(s)"). If we do so, the services for the Promotional Name(s) will be placed in the same Account as your other domain name(s) and you will be listed as the registrant, though we may point the Promotional Name to IP address(es) of our choosing. If you want to assume control over the services provided to the Promotional Name, including the right to transfer or push the Promotional Name service to other registrars or other Accounts or the ability to control the DNS settings for the Promotional Name, you must pay the promotional registration fee or renewal fee, if any, and the terms of this Agreement will apply to such Promotional Name(s). If you do not want the Promotional Name services, you may request that you be removed as the registrant of such Promotional Names and we may be listed as the domain name registrant or we may delete such domain names or make them available to others. For any domain name services, including these Promotional Names, for which you are listed as registrant but for which you do not pay the registration or renewal fee, we may assign name-servers to the domain name and point the domain name to IP address(es) designated by us until the registration or renewal fee is paid.

(iii)             Free use of the ‘Basic’ website builder service is limited to a maximum time of 18months from the date in which you first utilised the services. You acknowledge that after this period your account services will be suspended, in order to continue with the services at the same level a small subscription charge every 4 weeks will be required to keep your current version running, alternatively you can upgrade your services to our PRO package.

Upgrade/downgrade of Website Builder Services. You may upgrade your services anytime from the ‘Basic’ to Pro package – this will upgrade the capabilities of your website and unlock the features the Pro package has to offer. All content within your ‘Basic’ website will be carried over and you will be able to build in the new features around this. At the point of upgrade to PRO you acknowledge that you relinquish any free use of the ‘Basic’ website builder package. You may cancel your Pro subscription at any time, however this will not downgrade or revert back to your old ‘Basic’ website install, in a free trial capacity. We may offer a subscription to a ‘Basic plus’ package which will allow you to keep these services running with the reduced features as before, but we are not liable to do so.

 

Domain Name Services. Our Domain Name Services include, without limit, domain name registration and hosting. From time to time additional Services may be added, or Services may be removed. b. We will register a domain name of your choice with a domain name extension ".co.uk"; ".org.uk"; ".ltd.uk" (subject to meeting Nominet's requirements); ".plc.uk" (subject to meeting Nominet's requirements); ".com"; ".org"; ".net"; ".biz"; or ".info"; ("your Domain Name"), host your Domain Name, connect your Domain Name to your web pages hosted by us (Web Formation™) and pay the initial administration fees charged by the relevant domain name registry ("Registry"). We will endeavour to complete the registration of your Domain Name within 14 days of your order but we will not be liable for any failure to do so. In the case of ".uk" domains, we will pay the required fees to Nominet, which for new domain purchases, requires us to pay for two years of registration. For all other domains, we will pay one year's fees to the appropriate registry.

 

When we register a domain name on your behalf you will be bound by Nominet’s terms and conditions for registration as amended from time to time and available here: http://www.nominet.org.uk/uk-domainnames/registering-uk-domain/legal-details/terms-and-conditions-domainname-registration

 

You warrant that the details submitted by you to us for the purpose of the Domain Name Service are true and correct, and that future editions or alterations to those details will be true and correct.

 

Domain names are usually allocated by the Registrar on a first-come, first served basis. This means that until the registration process is complete, your Domain Name could be registered by any other party. If for this or any other reason your Domain Name is not available, we will contact you to agree a suitable alternative domain name. If our attempts to register your Domain Name are then unsuccessful, we will, upon receipt of your written request, repay to you such element of the Charges paid by you as relate to the registration of the domain name. Any domain name that is registered by us is subject to the terms and policies of the Registrar responsible for the domain name that you have purchased. We give no warranty whatsoever that we will be able to secure your Domain Name, that once secured you will be permitted to retain your Domain Name, or that your Domain Name will be free and clear of intellectual property rights and/or any other claim or challenge by third parties (including without limit, rights and/or claims in relation to registered and unregistered trademarks). We reserve the right to disclose to a Registry such of your details as may be required to complete the registration of your Domain Name. You acknowledge that the data that we provide to the Registry is "personal data" for the purposes of data protection and legislation and that subsequently that the Registry may allow other organisations and members of the public to access such data about you.

 

Notwithstanding the foregoing, in order to comply with GDPR or other privacy requirements, we reserve the right to mask your personally identifiable information as needed, including but not limited to, masking data published to Port 43 or the WHOIS database. You acknowledge and accept that we will be acting as your agent for the purposes of registering your Domain Name. You hereby appoint us as your agent for such purposes, and specifically give us your consent to enter into a legally binding contract in your name with the Registrar subject to the Registrar's standard terms and conditions.

Should your web site's bandwidth usage reach the point where it causes an adverse effect on other Clients, we reserve the right to disable your web site until such a time as you are able to reduce your bandwidth usage.

 

From time to time the server on which your domain is hosted or its connection to the Internet may be inaccessible or inoperable for any reason, including, without limitation:

(i)               Equipment malfunctions;

(ii)              Maintenance procedures or repairs which may need to be undertaken;

(iii)             Causes beyond our control or which we cannot reasonably foresee.

 

We will endeavour to ensure that your website is available at all times, but you acknowledge that computer and telecommunications systems are not error free and that we will not be liable to you or any other person for loss of revenue or earnings or any other loss that you suffer as a result of your website being unavailable or inaccessible.

 

Transfer of Your Domain Name. You will be permitted to transfer your Domain Name to any third party in accordance with the Registrar's terms and conditions. If you do so, we will have no obligation to provide Services to the transferee and you are not entitled to any refund of any Charges that you may have paid to us. You may transfer a domain name away from us, subject to our receipt from you of our standard transfer-out form, completed and signed by your approved signatory.

 

In cases where the domain extension name is any of ".com"; ".org"; ".net"; ".info"; ".biz &.co.uk" the domain must be active, i.e. not listed as "expired, pending deletion or redemption period" at the Registry's WHOIS. Transferring out of such a domain name with this status incurs a charge imposed by the Registry of between £12.00 and £200, which will be charged at the current rates, at our discretion and which charge we will pay and for which you shall reimburse us in full. Please note, domains will only be transferred where payments are up to date.

 

Expiration and renewal of services. It is your responsibility to keep your own records and to maintain your own reminders regarding when your domain name registration or other Services are set to expire. With respect to domain name registration services, we will email a renewal notification approximately one (1) month and approximately one (1) week prior to each such domain name's expiration. In addition, if a domain name is not renewed, we will email an additional renewal notification within five (5) days after the expiration of such domain name's registration. All renewal notifications will be sent to primary contact for the Account associated with the domain name registration. It is your responsibility to maintain current and accurate credit card information should any Services be placed on "auto-renew." We will notify you when renewal fees are due. Should these fees go unpaid, your Services will expire or be cancelled. Payment must be made by credit card or such other method as we may allow or require from time to time. If you select automatic renewal of the Services, we may attempt to renew the Services a reasonable time before expiration, provided your credit card or other billing information is available and up to date. It is your responsibility to keep your billing information up to date and we are not required to, but may, contact you to update this information in the event that an attempted transaction is not processed successfully. Please note: for certain top level domain names, the automatic renewal option is not available.

 

 

Expiration of a domain name registration. Immediately after the expiration of the term of domain name registration services and before deletion of the domain name in the applicable registry's database, we may direct the domain name to name-servers and IP address(es) designated by us, including, without limitation, to no IP address or to IP address(es) which host a parking page or a commercial search engine that may display advertisements, and we may either leave your WHOIS information intact or we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name.

 

 

 

Reactivation Period Process. For a period of approximately twenty-five (25) days after expiration of the term of domain name registration services, we may provide a procedure by which expired domain name registration services may be renewed. We may, but are not obligated to, offer this process, called the "reactivation period." You assume all risks and all consequences if you wait until close to or after the expiration of the original term of domain name registration services to attempt to renew the domain name registration services. We may, in our sole discretion, choose not to offer a reactivation period and we shall not be liable, therefore. The reactivation period renewal process, if any, may involve additional fees which we may determine. We may make expired domain name services available to third parties, we may auction off the rights to expired domain name services (the auction beginning close to the end or after the end of the reactivation period), and/or expired domain name registration services may be re-registered to any party at any time.

 

After the reactivation period, if any, we may: Discontinue the domain name registration services at any time thereafter without notice. In which case, certain registry administrators may provide procedures by which discontinued domain name registration services may nonetheless be renewed. We will participate in this process, typically called the "Redemption Grace Period" ("RGP"), for each gTLD registry administrator that provides it. We may, in our sole discretion, choose not to participate in the RGP process with respect to any or all of your ccTLD domain name registration services and we shall not be liable therefore. If available, RGP typically ends between thirty (30) and forty-two (42) days after the end of the reactivation period of the domain name services. The current RGP fee is set forth on the Pricing Page and does not include any registration fees that may also be due.

 

We are not obliged to contact you to alert you that the domain name registration services are being discontinued; or Pay the registry's registration fee or otherwise provide for the registration services to be continued. In which case, you will not be able to recover the domain name registration services; or

 

If we auctioned the domain name services to a third party, we may transfer the domain name registration services to such third party. In which case, the third party who won the auction for the domain name services will control the domain name services, including control over the WHOIS information and the DNS settings. You may recover the domain name registration services prior to the end of the reactivation period, as such reactivation period applied to you. We are not obliged to contact you to alert you that the domain name registration services are or were auctioned. We do not have to pay you any of the proceeds we may earn as a result of such an auction.

 

 

Your Obligations to Us. You will promptly provide us (free of charge) with any information that we may reasonably require to enable us to proceed with the performance of our obligations under the Contract. This may include (without limitation) any information which we may reasonably request for the purpose of credit verification and debt collection purposes and you permit us to use such information and to provide it to third parties acting on our behalf for such purposes. You are responsible for ensuring that all Deliverable Material that you provide to us is accurate, decent, lawful, and honest, free from third party advertising, and that such Deliverable Material is not offensive, prejudicial or inflammatory, likely to expose us to claims, result in our prosecution, cause us to infringe the legal rights of any third party, or cause us embarrassment or distress of any kind.

 

You agree that you will be responsible to us for any losses costs or claims that we incur if you supply Deliverable Material to us which breaches this obligation. You must supply Deliverable Material to us in a suitable format (details of which will be supplied upon your request). You must ensure that any Deliverable Material that you supply to us in an electronic form is provided using fully licensed software and is free from harmful viruses or similar. If any Deliverable Material that you provide to us itself constitutes or incorporates any intellectual property rights (including without limit copyrights, registered or unregistered trademarks, patent rights, registered or unregistered designs, proprietary know-how or any other proprietary rights of any nature) you represent and warrant to us that such Deliverable Material is either owned absolutely by you or that the owner of such intellectual property rights has given you permission to use them and to allow us to use them on your behalf. If we in our sole discretion consider necessary, we reserve the right to contact the owner of any intellectual property rights vested in any Deliverable Materials provided by you to verify that we have permission to use such Deliverable Materials. However we shall have no liability for failing to do so. We may telephone you from time to time and, as with incoming calls, you accept that all such calls may be recorded for internal purposes, including monitoring and training.

 

Domain Name Restrictions:

 

(i)               You must not at any time use Your Domain Name, any website hosted by us pursuant to the Contract, nor any of our networks (or the networks of any of our agents or sub-contractors in violation of any of the policies listed on https://Pgnasm.com/legal, including but not limited to the Acceptable Use Policy found at: https://Pgnasm.com/legal

(ii)              If you breach any of your obligations set out above, we reserve the right at our discretion to terminate the Contract immediately without warning and without limit you agree to indemnify us against any costs, claims or expenses that we incur as a result.

(iii)             We will co-operate fully with investigations of violations of systems or security networks or security at other sites and with law enforcement authorities in the investigation of possible criminal violations. We reserve the right to charge you up to £250 to investigate any complaint that we receive in relation to Your Domain Name or any website or other Service hosted by us for you. If you violate any systems and/or network security, you may also incur other criminal or civil liability.

(iv)             Users transmitting e-mail from or through any service provided by us must not do anything that attempts to hide, forge or misrepresent the sender of the e-mail and/or sending site of the e-mail.

(v)              Any bulk mailings sent from or through any service provided by us must state explicitly how each individual recipient's e-mail address was obtained and also state how frequently the mail will be received. It is your responsibility to record details including, but not limited to:  · The time and date each e-mail address was obtained · The IP address of the subscriber · The URL from which the subscription was received. These details must be made available to us upon request.

(vi)             Any bulk mailings sent from or through any service provided by us must contain simple and clear unsubscribe mechanisms; we recommend that this should be in the form of a working link to a one click unsubscribe system, although use of a valid "reply to" e-mail address may be used instead.

(vii)            Any bulk mailings sent from or through any service provided by us must contain correct, non-electronic, contact information for the sender; this must be included clearly within the text of each e-mail and include: · Contact telephone number · Business name · Physical mailing address

 

 

3.     FEES AND PAYMENTS, TERM & RENEWALS

 

As consideration for the Services you purchase, order or otherwise utilize, you agree to pay Pgnasm.com all applicable prices and fees as designated in the related order process, with such prices and fees subject to change as provided in this Agreement. All prices and fees are due immediately or upon ordering and are non-refundable, except as otherwise expressly provided in this Agreement, as required by applicable law, or as such prices and fees are billed by Pgnasm.com.

 

You are responsible for payment of all applicable taxes (other than based on Pgnasm.com’s income) including but not limited to sales tax, use tax, value added tax (“VAT”), and other taxes and governmental charges, whether federal, state or foreign as well as all duties and charges on your payment for the purchase of Services arising from any and all fees under this Agreement.

 

Accordingly, you agree to pay all VAT, sales and other taxes (other than taxes based on Pgnasm.com income) related to Pgnasm.com services or payments made by you hereunder. You acknowledge and agree that you may be charged VAT based on the country indicated in the account holder’s address information associated with your account. Set up prices and fees, if any, will become payable on the applicable effective date for the applicable Services. Unless otherwise stipulated in the related order process, payment for the Services are to be made via GoCardless.

 

You are solely and absolutely responsible for any Account information that you provide to Pgnasm.com and must promptly inform Pgnasm.com of any changes or updates to the method of payment. By submitting an order for Services, you authorise Pgnasm.com to charge the order to the Account or to otherwise immediately bill you for the Services.

 

If you have provided billing information sufficient for automatic billing, then Pgnasm.com will bill you automatically in accordance with the applicable billing frequency. Any Pgnasm.com Service that provides for a monthly billing cycle may be billed every four (4) weeks. Any renewal of your Services with us is subject to our then current Terms and Conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service prices and fees at the time of renewal, and in the case of domain name re-registration, the domain name registry's acceptance of your domain name registration.

 

Upon prior notice, Pgnasm.com may also charge an “Account Maintenance Fee” to maintain your active account. This Account Maintenance Fee shall be billed to your account each year, thirty (30) days following the annual anniversary date of your account creation.

 

Except with respect to the Services to which you subscribe on a monthly (or similar billing cycle) basis, we will endeavour, but are not obligated, to provide you with notice prior to the renewal of your Services at least fifteen (15) days prior to the renewal date.

 

Pricing for Services, renewals, and product upgrades and add-ons may vary based upon the date of your purchase. Additional payment terms may apply to the Services you purchase, as set forth in the applicable supplemental service and product agreements to this Agreement, on our website or as otherwise outlined in the applicable order process.

 

Services to which you subscribe to on a monthly or recurring basis automatically renew on a recurring basis until the Agreement is properly terminated in accordance with its terms.

 

We may, at any time, activate the auto-renew service for eligible Services in your account if it is not already activated. Further, we may provide you with an opportunity to opt-in to our automatic renewal process in accordance with the instructions (and subject to your agreement to the terms and conditions pertaining to that process) on our website or in the applicable order process. You agree that if you are enrolled in or otherwise utilizing our auto-renew service, we will attempt to renew your service at some point less than ninety (90) days prior to its expiration [without notice to you]. Such automatic renewal for your Services, if successful, may be for a shorter term than the term for which you originally purchased your Services, but in no event shall such term be longer than the term then currently in place for the Services. Such automatic renewal for your Services, if successful, shall be at the then current price for the Services. You acknowledge and agree that the renewal price may be higher or lower than the price you paid for the then current term of the Services, and that we are authorised to charge your credit card or other payment method on file for the renewal of the Services.

 

In any event, you are solely and absolutely responsible for the payment information you provide to Pgnasm.com and must promptly inform Pgnasm.com of any changes thereto (e.g. change of expiration date or account number).

 

In addition, you are solely and absolutely responsible for ensuring the Services are renewed. Pgnasm.com shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the Services whether due to you, us or a third party.

 

In order to process a renewal under our auto-renew service, we may use third-party vendors for the purpose of updating the expiration date and account number of your credit card or other payment method on file.

 

If any Service is not successfully renewed prior to the expiration of its then current term, all your rights to such Service will terminate, and we will have no obligation to allow you to renew a Service once its expiration date has passed.

 

Additionally, for domain name registration services, even if a registry administrator or third-party service provider provides a grace period to Pgnasm.com upon expiration or termination of such Service, you acknowledge and agree that any post-expiration renewal or redemption processes implemented on your behalf are at our sole and absolute discretion, and may be subject to a late fee, reinstatement fee, redemption fee and/or other fee. Without limiting any of Pgnasm.com's rights hereunder, should any fee payment become delinquent, Pgnasm.com may suspend or cancel your Services; provided, however, related charges will continue to accrue.

 

You acknowledge and agree that Pgnasm.com is not responsible whatsoever for any effect the suspension of Services might have. If Pgnasm.com provides any Service discount to you and you default on payments or obligations as outlined herein, Pgnasm.com may rescind all discounts and require full payment for the Services.

 

Pgnasm.com will re-start or reinstate any such Service in our sole and absolute discretion and subject to our receipt of the applicable service fee, renewal fee or other fee. If Customer pays for the Services by credit card or charge card, Customer permanently and irrevocably waives any and all right to enact a ‘chargeback' (that is, a disputed, reversed or contested charge with the applicable bank, credit card, charge card or other payment method) against these payments for any reason whatsoever against Pgnasm.com.

 

If for any reason Pgnasm.com is unable to charge your Account or other payment method for the full amount owed for the Services provided, or if Pgnasm.com receives notification of a chargeback, reversal, payment dispute or is charged a penalty for any fee it previously charged to your Account or other payment method, you agree that we may pursue all available lawful remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any your Services (including domain names).

 

We also reserve the right to charge you reasonable “administrative fees” or “processing fees” for

(i)               Additional tasks we may perform outside the normal scope of the Services;

(ii)              Additional time and/or costs we may incur in providing the Services, and/or

(iii)             Your noncompliance with this Agreement (as determined by us in our sole and absolute discretion).

 

Typical administrative or processing fee scenarios include, but are not limited to:

 

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