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THIS AGREEMENT GOVERNS THE USE OF THE WEBNAMES WEBSITES AND THE SERVICES PROVIDED BY WEBNAMES. THIS AGREEMENT EXEMPTS WEBNAMES AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ. BY ACCESSING OR USING THE WEBNAMES WEBSITES OR SERVICES, OR BY USING OR TAKING THE BENEFIT OF WEBNAMES’ SERVICES, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBNAMES WEBSITES OR USE OR BENEFIT FROM WEBNAMES’ SERVICES.
1. ![]() Acceptance of this Agreement, Supplementary Agreements and Amendment(a) ![]() General:This Terms of Use and Services Agreement (the “ Agreement”) is a binding agreement between Webnames.ca Inc. (referred to as “ Webnames”, “ We”, “ Us”, and “ Our”) and each of the following persons, jointly and severally: (i) the person identified as the “ Account Holder” in the applicable Webnames account (the “ Account”); (ii) the person identified as the “ Company” in the Account; and (iii) the registrants, legal and beneficial owners, and authorized users of the Internet domain names registered using the Account (collectively, the “ Registrants”). In this Agreement, the Account Holder, the Company, and the Registrants, jointly and severally, are referred to as the “ Customer Group”, “ You” and “ Your”. (b) ![]() Application:This Agreement governs Your use of Our websites (including the website accessible at www.webnames.ca) and their content (collectively, the “ Websites”) and all information, products and services (collectively, the “ Services”) provided by Webnames through the Websites and otherwise, including transactions relating to Internet domain names (each a “ Domain Name”). For greater certainty, this Agreement applies to Domain Names registered before the effective date of this Agreement. In this Agreement, “ Transactions” means registrations, renewals, transfers, modifications, and cancellations of Domain Names and Domain Name registrations. (c) ![]() Supplementary Agreements:Certain Services are governed by both this Agreement and supplementary terms and conditions specific to the Service (each, a “ Supplementary Agreement”). If there is an inconsistency or conflict between the provisions of this Agreement and a Supplementary Agreement, then: (i) the Supplementary Agreement will govern regarding the specific Services to which it applies; and (ii) this Agreement will govern regarding all other matters. [ Webnames.ca Supplementary Agreements] (d) ![]() Acceptance:Each time You use a Website or a Service (including any Transaction), You signify Your acceptance and agreement, without limitation or qualification, to be bound by this Agreement and applicable Supplementary Agreements. If You do not agree with each provision of this Agreement and applicable Supplementary Agreements, You may not access or use the Websites or the Services. (e) ![]() Authorization:If You are an individual representing an Account Holder, then You represent and warrant that You have all requisite authorities and approvals from the Account Holder to agree to and accept this Agreement and Supplementary Agreements on the Account Holder’s behalf and to request and authorize Webnames to perform Services for Account Holder’s benefit. If You are an Account Holder, then You represent and warrant that You have all requisite authorities and approvals from the other members of the Customer Group to agree to and accept this Agreement and Supplementary Agreements on their behalf and to request and authorize Webnames to provide Services for their benefit. Each member of the Customer Group represents and warrants that the Account Holder and its representatives are authorized to agree to and accept this Agreement and Supplementary Agreements on their behalf and to request and authorize Webnames to provide Services for their benefit. (f) ![]() Changes to this Agreement:We may in Our discretion change or supplement this Agreement from time to time as it relates to Your future use of the Websites and Services by posting the revised Agreement on the Websites. Our employees do not have authority to change or supplement this Agreement except by posting a revised Agreement on the Website. You may not change or supplement this Agreement in any manner. When You use the Websites or the Services, You should check the date of this Agreement and review any revisions since the last version. By using the Websites or the Services after this Agreement has been revised, You signify Your acceptance and agreement, without limitation or qualification, to be bound by the revised Agreement, and You represent and warrant that You have the legal authority to agree to and accept the revised Agreement on behalf of Yourself and all other members of the Customer Group. If You do not agree with each provision of the revised Agreement, or You are not authorized to agree to and accept the revised Agreement on behalf of the Customer Group, You may not continue to use the Websites or the Services. 2. ![]() Domain Name Registration Authorities and Their Terms and Conditions(a) ![]() General:Domain Names are issued and administered by various responsible organizations (each a “ Domain Name Registry Authority”). Transactions and Your use of certain Services relating to Domain Names, will be conditional upon Your acceptance and agreement to the agreements, policies and procedures (collectively, the “ Domain Name Registry Authority Agreement”) issued and amended by the responsible Domain Name Registry Authority from time to time. By requesting a Transaction, You signify Your acceptance and agreement, without limitation or qualification, to be bound by the applicable Domain Name Registry Authority Agreement. Supplementary Agreements apply to Transactions for certain Domain Names. (b) ![]() .ca Domain Names:Without limiting the generality of paragraph 2(a), Transactions for .ca Domain Names and related matters are governed by agreements, policies and procedures issued and amended by the Canadian Internet Registration Authority (“ CIRA”) from time to time, including the CIRA Domain Name Dispute Resolution Policy and Rules, all of which are available online at the CIRA website, www.cira.ca. In addition, You acknowledge and agree to the provisions set forth in Schedule “A” hereto, which are prescribed by CIRA. (c) ![]() .com and other ICANN Domain Names:Without limiting the generality of paragraph 2(a), Transactions for Domain Names administered by ICANN (including .com Domain Names) and related matters are governed by agreements, policies and procedures issued and amended by ICANN from time to time, including the ICANN Uniform Domain-Name Dispute Resolution Policy and Rules, all of which are available online at the ICANN website, www.icann.org. (d) ![]() Domain Name Disputes:Certain disputes between You and other persons regarding Domain Names may be subject to the applicable Domain Name Registry Authority Agreement and the Domain Name dispute resolution policies and procedures specified by the relevant Domain Name Registry Authority. You will immediately give Us notice of any threatened or pending claim, demand, action, cause of action, proceeding, lawsuit, investigation or application regarding a Domain Name or any Transaction using the Account. (e) ![]() Compliance with Directions/Orders:You acknowledge and agree that: (i) We may comply with what appear to be authentic: (1) directions issued by relevant Domain Name Registry Authorities and (2) orders and judgments issued by courts, arbitrators and administrative panels constituted pursuant to Domain Name dispute resolution policies established by relevant Domain Name Registry Authorities, including without limitation directions, orders and judgments regarding the cancellation or transfer of Domain Name registrations; and (ii) if a Domain Name or any related Transaction is the subject of claims or legal proceedings, We may in Our discretion: (1) refuse to process any Transactions regarding the Domain Name until the claims or legal proceedings are resolved by agreement of the parties or order of the applicable court, arbitrator or administrative panel; and (2) place control of the Domain Name with the relevant Domain Name Registry Authority or the applicable court, arbitrator or administrative panel. 3. ![]() Permissible Users and Acceptable Use(a) ![]() Permissible Users:The Websites and Services may be accessed and used only by persons who: (i) are located in jurisdictions where access to or use of the Websites and Services is lawful; (ii) can form legally binding contracts under applicable law; and (iii) have accepted and agreed to this Agreement and applicable Supplementary Agreements. (b) ![]() Acceptable Use Policy:You may use the Websites or Services only for lawful purposes, in the manner described expressly in this Agreement or applicable Supplementary Agreements, in accordance with all applicable laws, and in accordance with the Webnames Acceptable Use Policy (which is available by clicking here). Using the Websites or Services for any other purpose or in any other manner is strictly prohibited. Webnames may in its discretion change or supplement the Acceptable Use Policy from time to time without any notice or liability to You or any other person by posting a revised Acceptable Use Policy on Webnames’ website. [ Acceptable Use Policy] (c) ![]() No Framing, Mirroring, Scraping, Data-Mining, Postings:Framing, mirroring, scraping, or data-mining of the Websites or Services (including WHOIS information regarding Domain Name registrants and other data accessible through the Websites) in any form or by any means is strictly prohibited. Under no circumstances will You collect or use, or allow or facilitate any other person to collect or use, any information or data obtained through the Websites or Services for any prohibited or unlawful purpose or to distribute any unsolicited email, faxes, communications, advertising or other forms of spam. You may not use any collaborative browsing or display technologies in connection with Your use of the Websites or Services or to post comments, communications, or any other data of any kind to or on the Websites with the intention that such postings be viewed by other persons. (d) ![]() Prohibited Uses:The Websites may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without Our express prior written consent. You may not sell or resell any part of the Websites or the Services or access to the Websites or the Services. You may not use any of the computer software or other technologies that are used in the operation of the Websites or provision of the Services except while You are using the Websites and the Services in accordance with this Agreement. (e) ![]() Monitoring:We are not obliged to monitor the use of the Websites or Services, although We reserve the right to do so in Our discretion and without any notice or liability to You or any other person. 4. ![]() Authorized and Accurate Information and Instructions(a) ![]() General:To create an Account and to use portions of the Websites and Services, You will be required to provide us with certain information (including financial information) and instructions. You hereby authorize Us to use, retain and disclose the information You provide to us as we consider necessary to provide Services to You. You represent and warrant that all information You provide to Us (including contact information and financial information) is true, accurate, current and complete, and You will update the information from time to time so that it remains true, accurate, current and complete. We will rely on the information You provide. You will be solely responsible and liable for all loss, damage, and additional costs that You, Us or any other person may incur as a result of Your submission of any false, incorrect or incomplete information or other breach of Your obligations under this Section 4. (b) ![]() Verification:We are not under any obligation to verify the truth, accuracy, currency, or completeness of any information You provide to Us, but We may do so in Our discretion; and You hereby consent to Our making reasonable inquiries and investigations as We in Our discretion consider appropriate to verify the information You provide to Us. (c) ![]() Authorizations:You represent and warrant that You have all third party authorizations and consents necessary to allow You to lawfully provide Us with instructions and information and authorize Us and other persons to act on Your instructions and use and disclose the information as required to provide You with Services and in accordance with this Agreement. (d) ![]() Inaccurate Information:If You provide Us with information that is or becomes inaccurate or incomplete, We may in our discretion deactivate or deregister related Domain Names registered through the Account and exercise all other remedies under this Agreement, Supplementary Agreements or applicable law. Upon request by Us from time to time in our discretion, You will provide Us with updated information within 10 days after the date of our request. (e) ![]() Instructions from Registrants and Administrative Contacts:You authorize Us to: (i) accept instructions regarding Domain Names registered through the Account from the registrants and administrative contacts for those Domain Names or persons using their email addresses as specified in the Domain Name registration information; and (ii) disclose to those persons such information as we consider necessary to provide Services in connection with the Domain Names registered through the Account. (f) ![]() Records:We may in Our discretion create and permanently retain records of all Domain Name applications we receive from You, all Services we provide to You, and all communications between You and Us (including without limitation all information and instructions You provide to Us). (g) ![]() Public Disclosure of Information:You hereby consent to Our public disclosure (including without limitation through a searchable database accessible to the public over the Internet or in bulk format to Domain Name Registry Authorities and other relevant third parties) of information regarding Your Transactions and Your use of Services as we consider appropriate or as may be required from time to time to comply with the policies, rules and procedures of relevant Domain Name Registry Authorities or applicable laws, including without limitation public disclosure of the following WHOIS information relating to each Domain Name registered using the Account: (i) the Domain Name; (ii) the name, postal and email addresses and telephone and facsimile numbers of the registrant, the registrant’s organization, and the technical and administrative contacts; (iii) the full hostnames and Internet protocol (IP) addresses of the primary and secondary name servers) and the corresponding names of those name server hosts; (iv) the Domain Name registration creation date, modification dates and expiration date; and (v) the status of the Domain Name registration (for example, locked, suspended, or being transferred). (h) ![]() Disclosure to Domain Name Registry Authority:You hereby consent to Our disclosure to relevant Domain Name Registry Authorities of information regarding Your Transactions and Your use of Services as we consider appropriate or as may be required from time to time to comply with the policies, rules and procedures of the Domain Name Registry Authorities or applicable laws. 5. ![]() Domain Names and Related Services(a) ![]() Availability:Information regarding the availability of Domain Names provided through the Websites and Services is obtained from third parties (including Domain Name Registry Authorities), and may not be accurate, current, complete or timely. We will notify You by a notice on the Website or email if You apply to register a Domain Name that is not available. We may in Our discretion refuse to accept or process any Transaction. (b) ![]() Requirements:In addition to compliance with this Agreement and applicable Supplementary Agreements, Transactions are conditional on compliance with the applicable Domain Name Registry Authority Agreement and acceptance of the request for the Transaction by the relevant Domain Name Registry Authority. (c) ![]() Processing:Transactions are processed by the responsible Domain Name Registry Authority. We are not responsible or liable for any inaccuracies or errors in the Transaction process. (d) ![]() Fees:If a Domain Name cannot be registered or renewed due to lack of availability or otherwise, the registration or renewal fees will not be charged or will be refunded by a credit to Your credit card or other payment method. In all other circumstances, fees and charges for Domain Name registrations and renewals (including multi-year registrations and renewals) are payable in advance and are non-refundable even if the Domain Name registration or renewal is suspended, cancelled, or transferred. (e) ![]() Third Party Rights/Applicable Laws:You are solely responsible and liable for: (i) ensuring that Transactions, Domain Names and the use of Domain Names do not infringe the rights (including without limitation trademarks, copyright, business name, and other intellectual property and personality rights) of any other person and do not violate any applicable laws, and (ii) all claims, disputes and proceedings with third parties arising from, connected with, or relating to those matters. We do not review Your requests for Transactions for compliance with applicable laws or non-infringement of third party rights. We are not responsible or liable for, and will not be involved in (whether as a party, intermediary (including mediator) or otherwise), any disputes between You and any other person arising from, connected with, or relating to any Transaction. (f) ![]() Domain Name Applications:You authorize Us to make minor changes to Your applications regarding Transactions as we consider appropriate to effectively process the Transaction. (g) ![]() Transfers In and Out:Unless We expressly agree otherwise, if You transfer a Domain Name from another domain name registrar to Us, We will process an additional year of registration for the Domain Name and charge You the corresponding fee. Domain Name registrations may be subject to a minimum hold period before they are transferred from the Account to another domain name registrar. (h) ![]() Prebooking:Domain Name pre-booking Services are subject to the following: (i) pre-booking does not guarantee that the Domain Name will be registered; (ii) registration fees for pre-booked Domain Names that are not successfully registered will be refunded within approximately two (2) weeks after the pre-booking lapses or the Domain Name is registered by another person; (iii) if We charge fees for Domain Name pre-booking services, those fees are payable in advance and are non-refundable even if the Domain Name is not successfully registered; (iv) pre-booked Domain Names that are successfully registered will be parked until changed by the Account Holder; (v) the dates for release of Domain Names are determined by the relevant Domain Name Registry Authority, and may be changed without notice; and (vi) if We receive pre-booking requests for the same Domain Name from two or more customers, We will in Our discretion, and without any notice or liability to the customers, determine the priority in which the requests will be submitted to the relevant Domain Name Registry Authority. (i) ![]() Automatic Renewals:(i) General:Our Automatic Renewal Service, which provides for the submission of Domain Name registration renewals to the relevant Domain Name Registry Authority, will be provided only if You effectively subscribe for the Service for specified Domain Names. You may cancel the Automatic Renewal Service by providing instructions through our Websites or by contacting Our customer service. (ii) Important Notice:The Automatic Renewal Service is provided as a convenience only, and does not guarantee that the Domain Name registration renewal request will be submitted to or accepted by the relevant Domain Name Registry Authority. It is Your obligation to ensure that Your Domain Names have been effectively renewed by the relevant Domain Name Registry Authority. (iii) Terms and Conditions:All requests for Domain Name registration renewals are subject to compliance with the applicable Domain Name Registry Authority Agreement, and are subject to this Agreement and applicable Supplementary Agreements. (iv) Process:If You have subscribed to the Automatic Renewal Service for a Domain Name, we will attempt to renew the Domain Name registration by submitting a registration renewal request to the applicable Domain Name Registry Authority approximately 30 days before the date on which the Domain Name registration is set to expire. We will request that the Registry Authority renew the domain name registration for the greater of: (1) the renewal period specified in Your Automatic Renewal Service request; or (2) the minimum Domain Name registration renewal period allowed by the Domain Name Registry Authority. (v) Other Services:If a Domain Name registration renewal request is successful, We will automatically renew, for the same period of time as the Domain Name registration renewal, all of the related Services specified in Your Automatic Renewal Service request that are then provided in connection with the renewed Domain Name. (vi) Notification:After a Domain Name registration renewal request is processed by the Domain Name Registry Authority, We will attempt to send an email notice to the Account Holder reporting on the result of the request. (vii) Fees:Applicable fees for renewals of Domain Name registrations and related Services at our then-current rates will be charged to the credit card on file with us for the Account. If a Domain Name registration and related Services are automatically renewed, You may cancel the renewed Domain Name registration and Services at any time, but the fees for the renewed Domain Name registration and related Services are non-refundable. (viii) Consequences of Non-Payment:If the credit card information on file for the Account is not current or is not accepted by Our payment processing service provider, We may in Our discretion refuse to submit a request for the renewal of Domain Name registrations or refuse to renew any related Services, all without any notice to You, and as a consequence the Domain Name registration and related Services may expire. It is solely Your responsibility to keep current the credit card information on the Account. (j) ![]() Expiration/Cancellation/Transfer:If a Domain Name registration expires, is cancelled or terminated, or is transferred from Us to another registrar, the Services associated with that Domain Name may terminate immediately without any notice or liability to You or any other person. Without limiting the generality of the foregoing, if a Domain Name registration expires or is cancelled or terminated, We may in Our discretion disable the DNS service so that the Domain Name no longer resolves to a website or other Internet resource or direct the Domain Name to an IP address and website designated by Us. (k) ![]() Domain Name Expiry and Deletion Policy:If your Domain Name registration expires, you might have a limited period of time after the expiry date (the “Renewal Grace Period”) to renew the Domain Name registration. If you do not renew the Domain Name registration before the end of the applicable Renewal Grace Period, then one of the following will apply (i) the Domain Name registration will be deleted and the Domain Name will be available for registration by any person on a first-come-first-served basis; (ii) You may reclaim the name for an additional $75 dollar fee or (iii) Webnames.ca or one of its affiliates will acquire ownership of the Domain Name for their own benefit.
During the Renewal Grace Period, the Domain Name will be automatically pointed to a parking page designated by Webnames.ca, with the exception of .CA domains, which will have all aspects of their domain name (website, email etc.) cease to resolve entirely as mandated by the Canadian Internet Registration Authority. (Updated 1 May 2012)
The duration of the Renewal Grace Period will depend upon the rules specified by the responsible Domain Name Registration Authority, and may change from time to time without notice to You. Information regarding the Renewal Grace Periods is available upon request from Webnames.ca or may be found in the rules and regulations of the responsible Domain Name Registration Authority. (l) ![]() Actions by Domain Name Registration Authority:You acknowledge and agree that Domain Names registered or renewed through the Account are subject to suspension, cancellation, transfer, or modification by the responsible Domain Name Registration Authority. 6. ![]() Services(a) ![]() General:We may in Our discretion from time to time offer various services (the “ Other Services”) in addition to Domain Name registration and renewal services. Other Services are subject to this Agreement and may be subject to Supplementary Agreements and payment of additional fees and charges. In this Agreement, references to “Services” include Other Services. (b) ![]() Technical RequirementsCertain Services might be incompatible with other Services. Services may be available only for Domain Names that are registered through the Account with Webnames as registrar of record, or that use Our DNS servers as the DNS hosts for the domain. Certain Services may take some time after payment (for example, 2 business days) before they are activated and available for use. (c) ![]() Term of ServicesUnless otherwise expressly agreed to by Us, Services are provided for renewable fixed terms as specified on the Website, in the applicable Supplementary Agreement, or in the applicable order for the Services as accepted by Us. Certain Services may have a minimum term, which may depend upon the expiry date of the related Domain Name. Any renewal of Services is subject to payment of all applicable fees at our then-current rates and compliance with applicable requirements. (d) ![]() Domain Name Parking:If a Domain Name registered through the Account is parked and resolves to a free webpage provided by Us (the “ Free Page”), We may in our discretion and without any notice or liability to You or any other person modify the Free Page and include in the Free Page advertisements (including links) for products and services offered by Us or third parties (including Internet search and directory tools). (e) ![]() Domain Name Forwarding:If a Domain Name registered through the Account is forwarded to another Internet resource, You are solely responsible and liable to ensure that the forwarding is authorized by the owner of the Internet resource. 7. ![]() Transactions(a) ![]() Misprints and Errors:Although We endeavour to provide accurate information on the Websites, misprints or other errors may occur and information may become out of date. We reserve the right to change information on the Websites (including descriptions of Services and the fees and charges for Services), at any time and from time to time without any prior notice or liability to You or any other person. If You order a Service for which the fees or charges were incorrectly displayed, We will provide You with a reasonable opportunity to cancel Your order. (b) ![]() Availability:Advertised Services may not be available when ordered or thereafter. We reserve the right to limit the amount of Services provided, or to refuse to provide Services to You or any other person, all without any prior notice or liability to You or any other person. We will give You notice if You order a Service that is not available. (c) ![]() Orders:Advertisements on the Websites are invitations for purchase orders, and are not offers. Your properly completed and delivered order form constitutes Your offer to purchase Services. Your order will be deemed to be accepted by Us when we give an order acceptance notice to you through the Websites or by email. A notice confirming receipt of an order is not an acceptance of the order. An accepted order for Services regarding a Transaction is not a guarantee that the requested Transaction will be completed as ordered or otherwise. Because We strive to fill Your orders as quickly as possible, You may not be able to cancel an order after We have charged the order payment to Your credit card. (d) ![]() Fees and Charges:You will pay all applicable fees and charges specified on Your order for Services as accepted by Us. Fees and charges are exclusive of any and all federal, state, provincial, municipal and other governmental taxes, duties, charges, fees, and assessments of any nature whatsoever now or hereafter imposed (collectively, “ Taxes”), which will also be paid for by You. We reserve the right to change the fees and charges specified on the Websites at any time. All references in the Websites to currency are to the lawful money of Canada, unless expressly specified otherwise. (e) ![]() Payment:Unless otherwise expressly agreed to by Us, all fees, charges and Taxes are due and payable in full immediately upon Our acceptance of Your order and are non-refundable, even if the Service is cancelled or terminated before the end of the Service term. You may pay the fees and charges for Services using the applicable payment methods specified on the Websites. If You will pay for an order using a credit card, We may obtain payment pre-approval from Your credit card issuer when the order is processed, and the purchase payment will be charged to Your credit card if and when the order is accepted. Except to the extent required by law, all amounts payable under this Agreement are payable in full without any deduction or withholding. (f) ![]() Overdue Payments:Overdue payments of fees, charges and Taxes will be subject to a finance charge of one and one-half percent (1½%) for each month (18% per annum) or fraction thereof that the payment is overdue, or the highest rate permitted by applicable law, whichever is lower. You will reimburse Us for all costs incurred in collecting overdue payments, including all of Our legal fees, disbursements and expenses. 8. ![]() Your Obligations(a) ![]() Representations:You represent and warrant to Webnames that now and at all times during the term of this Agreement: (i) You have the right, power, capacity and authority to enter into and perform Your obligations under this Agreement; (ii) You have all requisite consents, licenses, rights, authorizations and permissions from all interested persons, and the right and full power and authority under all applicable laws, to use the Services and to provide information and instructions to Us regarding Transactions and the use of the Services; (iii) Transactions, Domain Names registered through the Account and the use of those Domain Names will not directly or indirectly infringe the rights of any other person or violate any applicable laws. (b) ![]() Equipment and Services:You are solely responsible and liable for: (i) obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage (including without limitation from viruses, trojan horses, worms or other destructive or disruptive components) all computer equipment and services (including without limitation compatible computer software and Internet access) necessary to access and use the Websites and Services; (ii) scanning for and preventing the receipt and transmission of viruses and other destructive or disruptive components; and (iii) maintaining complete and current backup and archival copies of all data on Your computer system before accessing or using the Websites or Services. (c) ![]() Responsibility for Customer Group and Licensees:Each member of the Customer Group is jointly and severally responsible and liable for the acts and omissions of the other members of the Customer Group, their access to and use of the Websites and Services, and payment due under this Agreement and Supplementary Agreements. If You authorize another person (the “ Licensee”) to use a Domain Name registered through the Account, You remain fully responsible and liable for all of Your obligations under this Agreement, all uses of the Domain Name, and all acts or omissions of the Licensee. (d) ![]() Security:You are solely responsible and liable for setting-up, maintaining and regularly reviewing security arrangements concerning Your access to and use of the Websites and Services and information stored on Your computing and communications systems. You will not do anything that might compromise the security of the Websites or the systems or security of any other user of the Websites or Services. (e) ![]() Assistance:You will reasonably assist Us to provide Services to You. (f) ![]() Lawful/Acceptable Use:You will ensure that all uses of Websites and Services by each member of the Customer Group complies with this Agreement, the Acceptable Use Policy, and Supplementary Agreements, and does not infringe the rights of any other person. You will use reasonable efforts to immediately cease and prevent all prohibited use of the Websites and Services by or on behalf of any member of the Customer Group immediately upon becoming aware of such prohibited use. (g) ![]() Codes:Certain portions of the Websites and Services may be accessed and used only with the use of usernames or passwords (collectively “ Codes”) provided or approved by Us. All Codes remain Our property, and may be cancelled or suspended at any time by Us in Our discretion without any notice or liability to You or any other person. The use of Codes does not restrict Our access to Code-protected information, and may not prevent unauthorized access to information You may use in connection with the Websites and Services. If You have been issued Codes: (i) You are fully responsible and liable for the security of the Codes and any and all use and misuse of the Codes, including without limitation the use of the Codes to access the Account and to provide instructions to Us; (ii) You will keep the Codes secure and confidential at all times and not disclose the Codes to any unauthorized person; (iii) You will ensure that all uses of the Codes comply with this Agreement and applicable Supplementary Agreements; and (iv) You will immediately notify Us if You know or suspect that any Codes have been lost or stolen or become known to or used by any other person. We are not obligated to verify the actual identity or authority of any person using Codes to access and use the Websites or Services, and We may act upon any communication that is given with the use of Codes. We may in Our discretion at any time require proof of the identity of any person seeking to access and use the Websites or Services, and may deny access to and use of the Websites and Services or refuse to accept or act upon any communication if We are not satisfied with such proof. If We in Our discretion consider any Code to be insecure or to have been used inappropriately, then We may immediately suspend or cancel the Code without any notice or liability to You or any other person. (h) ![]() Indemnity:You will defend, indemnify, and hold harmless Webnames and its Representatives from and against all Claims and Proceedings directly or indirectly arising from, connected with or relating to: (i) any negligence, misconduct, or breach of this Agreement, any Supplementary Agreement, the Acceptable Use Policy, or any applicable Domain Name Registry Authority Agreement by You or any other member of the Customer Group or other any person for whom You are under this Agreement or in law responsible; (ii) the use of the Websites or Services by You or any other member of the Customer Group; (iii) any act or omission by Webnames in accordance with instructions or in reliance upon information provided by You or any other member of the Customer Group; (iv) any Claims or Proceedings among members of the Customer Group or between any member of the Customer Group and any other person; and (v) any Claims or Proceedings regarding Transactions or the use of Domain Names. Webnames and its Representatives will have sole control over the defence of and settlement negotiations with third parties relating to all third party Claims and third party Proceedings. You will assist and co-operate as fully as reasonably required by Webnames in the defence of all third party Claims and third party Proceedings. In this Agreement: (i) “ Claims” means claims, counterclaims, complaints, demands, causes of action, liabilities, losses, obligations, damages, penalties, legal fees, costs, expenses, and disbursements, including without limitation reasonable lawyers’ fees and court costs, of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or statute; (ii) “ Proceedings” means actions, suits, proceedings, and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal; and (iii) “ Representatives” means past, present and future directors, officers, employees, agents, subcontractors, service providers, representatives, successors, permitted assigns, related persons and each of them. 9. ![]() Communications, Notices, Submissions(a) ![]() Communications:You authorize Us to: (i) accept communications that We receive from You by means of the Websites, email, and telephone as if those communications had been given directly by You in writing and signed by You; and (ii) respond to Your communications by means of Internet communications, email or other communications methods. Communications You send to Us are not delivered or effective unless and until they are processed by the responsible Webnames representative. (b) ![]() Notices and Announcements:You consent to Our sending notices to You care of the Account Holder or the administrative contact for the relevant Domain Name, including by email, notifying You of information we consider is of potential interest to You. Notices and announcements may include: (i) important announcements or information relating to the Account, Domain Names and related information as may be necessary for Webnames.ca to provide You with Services (which You cannot opt out of receiving); and (ii) notices describing new products and services or providing other information of potential interest (which You can opt out of receiving). (c) ![]() Unsolicited Submissions:We welcome Your comments and suggestions regarding the Websites and Services. By submitting any comments, ideas, suggestions or other materials (collectively, “ Submissions”) to Us, You automatically grant (or warrant that the owner of the Submissions grants) to Us a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation or attribution to You or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties, and You warrant and represent that all moral rights in the Submissions are waived in favour of Us and our successors, assigns and licensees. 10. ![]() Ownership of Websites and Proprietary Rights(a) ![]() Websites and Technology:The Websites (including all content and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available on or through the Websites) and the software and technology used to provide Services are the property of Webnames and others, and are protected by Canadian and international copyright, trademark and other laws. As between the parties, Webnames owns and retains all right, title and interest in, to and associated with Websites and Services and all software and technology used to provide the Websites and Services. You will not acquire any right, title or interest in or to any software or technology used to provide the Websites and Services. All rights not expressly granted under this Agreement are reserved to Us. (b) ![]() Trademarks:WEBNAMES™, WEBNAMES.CA™, and SECURING INTERNET IDENTITIES™ are trademarks and trade names owned or licensed by Webnames. Other trademarks, service marks, names, and logos appearing on or in connection with the Websites and Services may be owned by other persons. Any use of the trademarks, service marks, trade names or logos displayed on or in connection with the Websites and Services is strictly prohibited, and nothing appearing on or in connection with the Websites or Services will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those marks. (c) ![]() Databases:As between the parties, Webnames owns and retains all right, title and interest in, to and associated with the databases created and maintained by Webnames in connection with the Services, including information regarding Transactions. 11. ![]() Personal Information PrivacyWe collect, use and disclose personal information in accordance with the Webnames Privacy Policy, which is available by clicking here. We may change the Webnames Privacy Policy from time to time effective immediately by posting an amended Webnames Privacy Policy on the Websites. By accepting this Agreement, and each time You access or use the Websites or Services, You consent to the collection, use and disclosure of Your personal information in accordance with the Webnames Privacy Policy as it then reads. [ Webnames.ca Privacy Policy] 12. ![]() Other Sites/ResourcesFor Your convenience, the Websites may include links or references to other Internet sites or resources and businesses operated by other persons (collectively “Other Sites”). Other Sites are independent from Us, and We have no responsibility or liability for or control over Other Sites, their business, goods, services, or content. We do not sponsor or endorse Other Sites or their business, goods, services, or content, unless expressly indicated in writing. Your use of Other Sites and Your dealings with the owners or operators of Other Sites is at Your own risk, and You will not make any claim against Us arising from, connected with, or relating to Your use of Other Sites or Your dealings with the owners or operators of Other Sites. The provisions of this Agreement under Section 14 apply, with all necessary modifications, to Your access to and use of Other Sites and their business, goods, services and content.
13. ![]() Software AgreementsFor Your convenience, the Websites may facilitate the downloading of certain computer software. All software available for download through the Websites is owned by or licensed from Us or third parties, and the downloading and use of the software is subject to a software license agreement included with the software. We have no control over, or responsibility or liability for, any third party software downloaded from or through the Websites, and We make no representations, warranties or conditions regarding the software. Your downloading and use of the software and Your dealings with the owners and providers of the software is at Your own risk, and You may not make any claim against Us arising out of, connected with, or relating to Your downloading and use of any software obtained through the Websites. The provisions of this Agreement under Section 14 apply, with all necessary modifications, to Your downloading and use of any software downloaded from or through the Website.
14. ![]() DISCLAIMERS/LIABILITY EXCLUSIONS AND LIMITATIONS/RELEASES(a) ![]() GENERAL DISCLAIMER:NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR SUPPLEMENTARY AGREEMENT, THE WEBSITES AND SERVICES ARE PROVIDED ON AN “AS IS AND WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: ACCURACY; CAPACITY; COMPLETENESS; DELAYS; DURABILITY; ERRORS; FITNESS FOR A PARTICULAR PURPOSE; LACK OF NEGLIGENCE, VIRUSES OR OTHER HARMFUL COMPONENT, ERRORS, OR INTERRUPTED SERVICE; MERCHANTABILITY; NON-INFRINGEMENT; PERFORMANCE; RESULTS; SUITABILITY; QUALITY; TIMELINESS; TITLE; OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY DISCLAIMED BY WEBNAMES TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WEBNAMES MAKES NO REPRESENTATION, WARRANTY OR CONDITION THAT: (I) THE WEBSITES AND SERVICES WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE; (II) THE WEBSITES AND SERVICES WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (III) THE WEBSITES AND SERVICES WILL MEET YOUR REQUIREMENTS; (IV) DATA PROCESSED OR PROVIDED BY THE WEBSITES AND SERVICES WILL BE ACCURATE, COMPLETE, SEQUENTIAL, OR TIMELY; (V) CERTAIN OR ANY RESULTS MAY BE OBTAINED THROUGH THE USE OF THE WEBSITES AND SERVICES; (VI) USE OF THE WEBSITES AND SERVICES WILL BE FREE OF ERRORS, VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR (VII) USE OF THE WEBSITES AND SERVICES WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; AND WEBNAMES DISCLAIMS ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACCESS AND USE THE WEBSITES AND SERVICES AT YOU OWN RISK. THE WEBSITES AND SERVICES MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND WEBNAMES’ CONTROL AND RESPONSIBILITY, AND MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. THE INTERNET IS NOT A SECURE MEDIUM, MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION AND DISRUPTION, AND MAY BE SUBJECT TO INADVERTENT OR DELIBERATE BREACHES OF SECURITY. (b) ![]() NO RESPONSIBILITY FOR DOMAIN NAMES:WITHOUT LIMITING THE GENERALITY OF PARAGRAPH 14(A): (I) YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL OF YOUR TRANSACTIONS AND YOUR SELECTION AND USE OF DOMAIN NAMES; (II) WEBNAMES DOES NOT REVIEW TRANSACTIONS OR DOMAIN NAMES FOR COMPLIANCE WITH APPLICABLE LAWS OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTIONS OR YOUR SELECTION OR USE OF ANY DOMAIN NAMES, OR ANY CLAIMS OR DISPUTES ARISING FROM, CONNECTED WITH OR RELATING TO THOSE MATTERS; AND (III) YOU ACKNOWLEDGE AND AGREE THAT YOUR TRANSACTIONS AND YOUR SELECTION AND USE OF DOMAIN NAMES MAY BE SUBJECT TO OBJECTION OR CHALLENGE BY OTHER PERSONS. (c) ![]() NO RESPONSIBILITY FOR DOMAIN NAME REGISTRY AUTHORITIES:WITHOUT LIMITING THE GENERALITY OF PARAGRAPH 14(A): WEBNAMES IS NOT RESPONSIBLE OR LIABLE FOR: (I) ANY ACTS, OMISSIONS OR MISCONDUCT BY ANY DOMAIN NAME REGISTRY AUTHORITY, INCLUDING ANY BREACH BY ANY DOMAIN NAME REGISTRY AUTHORITY OF ANY AGREEMENT, DUTY OR OBLIGATION TO YOU, ANY FAILURE OR REFUSAL BY A DOMAIN NAME REGISTRY AUTHORITY TO REGISTER, RENEW OR TRANSFER A DOMAIN NAME REGISTRATION, OR ANY CANCELLATION OR TRANSFER OF A DOMAIN NAME REGISTRATION BY A DOMAIN NAME REGISTRY AUTHORITY; OR (II) ANY DELAYS IN ACCESSING DOMAIN NAME REGISTRY INFORMATION, OR ANY ERROR OR OMISSION IN ANY DOMAIN NAME REGISTRY INFORMATION. (d) ![]() NO RESPONSIBILITY FOR UNAUTHORIZED ACCESS OR DAMAGE:WITHOUT LIMITING THE GENERALITY OF PARAGRAPH 14(A), (I) WEBNAMES IS UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF USERS OF CODES; AND (II) WEBNAMES IS NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITES, SERVICES OR THE ACCOUNT OR ANY UNAUTHORIZED INSTRUCTIONS PROVIDED USING THE ACCOUNT OR CODES, WHETHER THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, INTENTIONAL MISCONDUCT, OR ANY OTHER METHOD. (e) ![]() NO RESPONSIBILITY FOR DOMAIN NAME RENEWALS:WITHOUT LIMITING THE GENERALITY OF PARAGRAPH 14(A), AND WHETHER OR NOT YOU USE OUR AUTOMATIC RENEWAL SERVICE, YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ENSURING THAT YOUR DOMAIN NAME REGISTRATIONS ARE RENEWED BEFORE THE APPLICABLE EXPIRATION DATES, AND WEBNAMES IS NOT RESPONSIBLE OR LIABLE FOR PROVIDING YOU WITH ANY NOTICE REGARDING THE EXPIRATION OF ANY DOMAIN NAME REGISTRATIONS OR FOR THE CANCELLATION OR NON-RENEWAL OF ANY DOMAIN NAMES. YOU CAN DETERMINE THE EXPIRATION DATES OF YOUR DOMAIN NAME REGISTRATIONS THROUGH OUR WEBSITES OR BY CONTACTING OUR CUSTOMER SERVICE. IF DOMAIN NAME REGISTRATIONS ARE NOT RENEWED IN A TIMELY MANNER, THE DOMAIN NAME REGISTRATIONS WILL BE CANCELLED. (f) ![]() NO RESPONSIBILITY FOR WHOIS INFORMATION:WITHOUT LIMITING THE GENERALITY OF PARAGRAPH 14(A), WE ARE NOT RESPONSIBLE OR LIABLE FOR PUBLIC ACCESS TO OR USE OF THE INFORMATION DISCLOSED BY WEBNAMES OR THE RELEVANT DOMAIN NAME REGISTRY AUTHORITY REGARDING YOUR DOMAIN NAMES AND TRANSACTIONS. (g) ![]() COMPLIANCE WITH DIRECTIONS/ORDERS:WITHOUT LIMITING THE GENERALITY OF PARAGRAPH 14(A), YOU HEREBY RELEASE, REMISE AND DISCHARGE WEBNAMES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, CLAIMS OR DEMANDS ARISING FROM, CONNECTED WITH, OR RELATING TO WEBNAMES’ COMPLIANCE WITH WHAT WEBNAMES REASONABLY BELIEVES TO BE AUTHENTIC: (1) DIRECTIONS ISSUED BY RELEVANT DOMAIN NAME REGISTRY AUTHORITIES; OR (2) ORDERS OR JUDGMENTS ISSUED BY COURTS, ARBITRATORS, OR ADMINISTRATIVE PANELS CONSTITUTED PURSUANT TO DOMAIN NAME DISPUTE RESOLUTION POLICIES ESTABLISHED BY RELEVANT DOMAIN NAME REGISTRY AUTHORITIES, INCLUDING WITHOUT LIMITATION ORDERS AND JUDGMENTS REGARDING THE CANCELLATION OR TRANSFER OF DOMAIN NAME REGISTRATIONS. (h) ![]() EXCLUSION/LIMITATION OF LIABILITY:NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY SUPPLEMENTARY AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (i) EXCLUSION:WEBNAMES’ LIABILITY (IF ANY) ARISING FROM, CONNECTED WITH, OR RELATING TO THIS AGREEMENT, ANY SUPPLEMENTARY AGREEMENT, THE WEBSITES, SERVICES OR DOMAIN NAMES IS LIMITED TO DIRECT DAMAGES SUFFERED BY THE ACCOUNT HOLDER ONLY, AND IN NO EVENT WILL WEBNAMES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH OR RELATING TO THIS AGREEMENT, ANY SUPPLEMENTARY AGREEMENT, THE WEBSITES, SERVICES, OR DOMAIN NAMES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, INFORMATION, DATA, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, OR GOODWILL, ANTICIPATED OR OTHERWISE (INCLUDING WITHOUT LIMITATION BY REASON OF ANY EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS MADE IN ANTICIPATION OF THE CONTINUANCE OR PERFORMANCE OF THIS AGREEMENT OR A SUPPLEMENTARY AGREEMENT), OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY); AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN NO EVENT WILL WEBNAMES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO: (I) TRANSACTIONS OR THE SELECTION OR USE OF ANY DOMAIN NAME; (II) ANY DELAY OR FAILURE IN PERFORMANCE CAUSED BY CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL; (III) ANY FAILURE OR DELAY BY WEBNAMES IN RECEIVING, ACCESSING, ACCEPTING, PROCESSING OR ACTING ON ANY COMMUNICATION SENT BY MEANS OF THE WEBSITES, EMAIL OR OTHERWISE; OR (IV) THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDRAWAL OF THE WEBSITES OR SERVICES OR ANY PART OF THEM; (ii) LIMITATION:IN NO EVENT WILL WEBNAMES’ TOTAL AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON ARISING FROM, CONNECTED WITH, OR RELATING TO THIS AGREEMENT, ANY SUPPLEMENTARY AGREEMENT, THE WEBSITES, SERVICES OR DOMAIN NAMES, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY), EXCEED THE LESSER OF: (1) THE FEES (IF ANY) PAID BY THE ACCOUNT HOLDER TO US FOR THE SERVICES IN CONNECTION WITH WHICH THE LIABILITY AROSE DURING THE YEAR IN WHICH THE LIABILITY AROSE, AND (2) $1000; AND (iii) RELEASE:YOU HEREBY RELEASE, REMISE AND DISCHARGE WEBNAMES FROM ALL OBLIGATIONS, LIABILITIES, CLAIMS OR DEMANDS DISCLAIMED BY WEBNAMES IN THIS SECTION 14 OR IN EXCESS OF THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 14; AND (i) ![]() APPLICATION/DEFINITIONTHIS SECTION 14 APPLIES REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY WEBNAMES OR ANY PERSON FOR WHOM WEBNAMES IS RESPONSIBLE, AND EVEN IF WEBNAMES HAS BEEN ADVISED OF THE POSSIBILITY OF THE POTENTIAL LOSS OR DAMAGE BEING INCURRED. IN THIS SECTION 14, “ WEBNAMES” INCLUDES WEBNAMES.CA INC. AND ITS AFFILIATES AND SERVICE PROVIDERS, AND ALL RELEVANT DOMAIN NAME REGISTRY AUTHORITIES, AND ALL OF THEIR RESPECTIVE PAST, PRESENT AND FUTURE REPRESENTATIVES, JOINTLY AND SEVERALLY. (j) ![]() SOLE REMEDY:IF YOU ARE DISSATISFIED WITH THE WEBSITES OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE WEBSITES AND SERVICES. (k) ![]() FAIR ALLOCATION OF LIABILITY:YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND SUPPLEMENTARY AGREEMENT PRESENT A FAIR ALLOCATION OF RISK AND LIABILITY, WHICH IS REFLECTED IN THE FEES PAYABLE FOR THE SERVICES. (l) ![]() OTHER RIGHTS:THE EXCLUSION OF CERTAIN WARRANTIES AND THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LAW IN SOME JURISDICTIONS. SUCH LIMITATIONS MAY APPLY TO YOU. 15. ![]() Term, Termination and Suspension(a) ![]() Term:The term of this Agreement will continue indefinitely until terminated by either the Account Holder or Us in accordance with this Agreement. (b) ![]() Termination by Account Holder:The Account Holder, on behalf of the Customer Group, may terminate this Agreement at any time for convenience upon delivery of written notice to Us, provided that: (i) at the time of termination there are no Domain Names registered through the Account; and (ii) the termination will be effective only upon Our receipt and processing of the termination notice. All Domain Name registrations must be transferred out of the Account before the Account Holder terminates this Agreement. Except for the Account Holder, other members of the Customer Group may not terminate this Agreement. (c) ![]() Termination by Webnames:We may terminate this Agreement and all Supplementary Agreements and Your access to and use of the Websites and Services at any time effective immediately upon notice to the Account Holder: (i) if any member of the Customer Group breaches this Agreement, a Supplementary Agreement, the Acceptable Use Policy, or a Domain Name Registry Authority Agreement, and has not remedied the breach within seven (7) days after receipt of a notice from Webnames stating its intention to terminate this Agreement if the breach is not remedied within seven (7) days; (ii) if You fail to pay any fees when due under this Agreement, a Supplementary Agreement, or a Domain Name Registry Authority Agreement; (iii) if You fail to respond within fifteen (15) days to any notices, requests or inquiries from Us; (iv) if You provide Us with any false or misleading information, or if You fail to provide Us with any information material to the provision of Services to You; or (v) for Our sole convenience upon thirty (30) days notice to the Account Holder. (d) ![]() Consequences of Termination/Expiration:If this Agreement expires or is terminated for any reason whatsoever: (i) You will no longer access or use the Websites or any Services; (ii) You will immediately pay all fees and charges accrued up to the date of termination and applicable Taxes without any right of deduction or set off; (iii) You will not be entitled to a refund of any pre-paid fees, charges and Taxes; and (iv) this Agreement and applicable Supplementary Agreements will continue to apply and be binding upon You regarding Your prior access to and use of the Websites and Services. (e) ![]() Survival:Notwithstanding any other provision of this Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the expiration or termination of this Agreement and will remain in full force and effect and be binding upon the parties as applicable: Sections 2, 10, 11, 12, 13, 14, and 17, paragraphs 3(c), 3(d), 4(f), 4(g), 4(h), 5(d), 5(e), 5(k), 7(d), 7(e), 7(f), 8(c), 8(h), 9(c), 15(d), and 15(e), and Schedule "A". (f) ![]() Suspension:We may in Our discretion, and in addition to its other remedies, immediately and indefinitely suspend providing Services to You without any prior notice or liability to You or any other person if: (i) We reasonably believe that any member of the Customer Group may have breached this Agreement, a Supplementary Agreement, the Acceptable Use Policy, or a Domain Name Registry Authority Agreement; or (ii) if You fail to make any payment when due. 17. ![]() General(a) ![]() Force Majeure:Notwithstanding any other provision of this Agreement or any Supplementary Agreement, We will not be liable to You or any other person for any delay in performing or failure to perform any of Our obligations under this Agreement or any Supplementary Agreement to the extent performance is delayed or prevented due to any cause that is beyond Our reasonable control, including without limitation: (i) act of God, accident, or natural disaster; (ii) war, terrorism, or civil unrest; (iii) labour, industrial or trade disputes or disturbances; (iv) theft or sabotage; (v) failure, malfunction or unavailability of power, utilities, telecommunications, data communications, or related services; (vi) act or omission by a government or court; or (vii) applicable law or regulation. Any delay or failure of this kind will not be deemed to be a breach of this Agreement or any Supplementary Agreement by Us, and the time for Our performance of the affected obligation will be extended by a period that is reasonable in the circumstances. (b) ![]() Relationship of Parties:Webnames and the Customer Group are independent contractors, and nothing in this Agreement or any Supplementary Agreement or done pursuant to this Agreement or any Supplementary Agreement will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between Webnames and any member of the Customer Group. (c) ![]() Subcontractors:We may in Our discretion engage subcontractors to perform Our obligations under this Agreement or any Supplementary Agreement, including without limitation providing Services. (d) ![]() Records:Our records are, unless proven wrong, conclusive evidence of Your use of the Websites and Services and Your dealings with Us. You will not object to the admission of Our records as evidence in any legal proceeding on the ground that such records are electronic, not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer or database. (e) ![]() Severability:If any provision of this Agreement or any Supplementary Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement or the Supplementary Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement or the Supplementary Agreement would fail in its essential purpose. (f) ![]() Governing Law and Disputes:The Websites and the Services originate in Vancouver, British Columbia. This Agreement and all Supplementary Agreements will be governed by, and construed in accordance with, the laws of British Columbia and the laws of Canada applicable in British Columbia, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All disputes between Webnames and the Customer Group or any other person arising from, connected with, or relating to this Agreement or any Supplementary Agreement, the Services, or any Domain Names will be determined by the courts of British Columbia sitting in the City of Vancouver, and the parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the courts of British Columbia sitting in the City of Vancouver for those purposes. (g) ![]() Notices:All notices to be given by You to Us under this Agreement or any Supplementary Agreement will be in writing and will be delivered by personal delivery, by overnight or express courier, or by facsimile transmission to the following address, or at such other address as we may specify from time to time: Webnames.ca Inc., 5th Floor - 21 Water Street, Vancouver, BC V6B 1A1, fax no. 604.633.3174, Attention: President. All notices to be given by Us to You under this Agreement or any Supplementary Agreement will be in writing and will be delivered by personal delivery, by overnight or express courier, by facsimile transmission, by posting on the Website, by email to the Account Holder’s email address specified in the Account information we have on file or by email to the administrative contact for the relevant Domain Name. If We send a notice to You care of the Account Holder’s email address or the Domain Name administrative contact email address, the notice will be effective upon transmission and We will not be obligated to verify Your receipt of the email or deliver the notice to You using any other delivery method. (h) ![]() No Waiver:No consent or waiver by a party to or of any breach by the other party of this Agreement or any Supplementary Agreement: (a) will be effective unless in writing and signed by the parties; or (a) will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach. (i) ![]() Enurement and Assignment:The provisions of this Agreement and Supplementary Agreements will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. You may not assign this Agreement or any Supplementary Agreement or Your rights, entitlements or obligations under this Agreement or any Supplementary Agreement. We may assign this Agreement and Supplementary Agreements and Our rights, entitlements or obligations under this Agreement and Supplementary Agreements, including the provision of Services to You and the related use of information You have provided in connection with the Services. (j) ![]() Cumulative Remedies:Except as expressly set forth in this Agreement or any Supplementary Agreement, the parties’ respective rights and remedies under this Agreement and Supplementary Agreements are cumulative and not exclusive of any other rights or remedies to which the parties may be lawfully entitled under this Agreement or any Supplementary Agreements or at law or equity, and the parties will be entitled to pursue any and all of their respective rights and remedies concurrently, consecutively and alternatively. (k) ![]() Interpretation and Language:In this Agreement and Supplementary Agreements: (i) a reference to “this Agreement” and other similar terms refers to the agreement as a whole and not just to the particular provision in which those words appear; (ii) headings are for reference only and do not define, limit or enlarge the scope or meaning of the agreement or any of its provisions; (iii) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies, and corporations; (iv) words importing the singular number only include the plural and vice versa; (v) words importing either gender include both genders; (vi) references to currency are to the currency of Canada, unless expressly indicated otherwise; and (vii) reference to a day or year means a calendar day or year, unless expressly stated otherwise. Customer Group expressly requests and requires that this Agreement, Supplementary Agreements, the Acceptable Use Policy and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. (l) ![]() Complete Agreement:This Agreement and the Supplementary Agreements set forth the entire agreement and understanding of Webnames and the Customer Group with respect to the applicable subject matter, and supersede any and all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the applicable subject matter. This Agreement is subject to change by Webnames without notice.
The following provisions, which are prescribed by Canadian Internet Registration Authority (“CIRA”), are part of the Webnames.ca Terms of Use and Services Agreement.
Definitions:In this Schedule “A”: (i) “Activation” or “Activated” means the activation of a Domain Name Registration which shall be deemed to occur upon the activation time and date stated in the confirmation email sent by CIRA to the Applicant or Registrant confirming the activation of the Domain Name in the CIRA system; (ii) “Administrative Contact” means the person identified in the Registration Information as the Registrant’s administrative contact; (iii) “Claim” means any pending or threatened claim, demand, action, cause of action, proceeding, lawsuit, investigation, or application; (iv) “CIRA Certified Registrar” means a Person who has been certified or re-certified to act as a registrar of the Registry in accordance with the Registrar Agreement with CIRA; (v) “CIRA’s Registrant Agreement” means CIRA’s then current form of registrant agreement such agreement, as amended and supplemented by CIRA from time to time; (vi) “Domain Name” means a .ca domain name or sub-domain name; (vii) “Domain Name Registration” means a registration of a Domain Name; (viii) “Person” includes an individual, a corporation, a partnership, a trust, an unincorporated organization, association or club, the government of a country or any political subdivision thereof, or any agency or department of any such government, any of the individuals or entities listed in the Canadian Presence Requirements for Registrants and the executors, administrators or other legal representatives of an individual in any of such capacities; (ix) “Registrant” means the Customer Group and all other persons who have requested the Registrar to apply to register a Domain Name on their behalf and all persons for whom the Registrar is the registrar of record as listed in the WHOIS (the “Registrar of Record”) in the Registry for a Domain Name Registration, and each of them, jointly and severally; (x) “Registrar” means Webnames; and “Registry” means the .ca Internet domain name registration system; (xi) “Registration Information” means all information which the Registry PRP require the Registrant to submit to CIRA or the Registrant’s Registrar to obtain a Domain Name Registration, any renewal, transfer, cancellation or modification of a Domain Name Registration or any other request or transaction with respect to a Domain Name Registration; (xii) “Registry PRP” means CIRA’s Policies, Rules, and Procedures adopted by CIRA from time to time and set forth at CIRA’s website (currently at http://www.cira.ca/en/cat_Registrar.html) as amended and supplemented by CIRA from time to time, which shall include, but not be limited to all of CIRA’s Policies, Rules, and Procedures including the Canadian Dispute Resolution Policy and Rules and the Fees Policy and Rules; and (xiii) “Registrar Agreement” means the agreement between the Registrar and CIRA as amended or supplemented from time to time.
(a) ![]() CIRA may, at its option, extend any period for the registration of a Domain Name at no charge to the Registrar or the Registrant for such further period of time as CIRA may determine, in its sole discretion. (b) ![]() The Registrant acknowledges and agrees that CIRA shall not be liable to the Registrant for any loss, damage, or expense arising out of CIRA’s failure or refusal to register a Domain Name, CIRA’s failure or refusal to renew a Domain Name Registration, CIRA’s registration of a Domain Name, CIRA’s failure or refusal to renew a Domain Name Registration, CIRA’s renewal of a Domain Name Registration, CIRA’s failure or refusal to transfer a Domain Name Registration, CIRA’s transfer of a Domain Name Registration, CIRA’s failure or refusal to maintain or modify a Domain Name Registration, CIRA’s maintenance of a Domain Name Registration, CIRA’s modification of a Domain Name Registration, CIRA’s failure to cancel a Domain Name Registration or CIRA’s cancellation of a Domain Name Registration from the Registry; (c) ![]() In no event shall the Registrant pursue any Claim against CIRA and in no event shall CIRA be liable for any direct, indirect, special, punitive, exemplary or consequential damages including, but not limited to, damages resulting from loss of use, lost profits, lost business revenue, or third party damages or arising from any breach by the Registrar of its obligations under any agreement between the Registrar and a Registrant or the Registrar Agreement between CIRA and the Registrar; (d) ![]() Registration of the Registrant’s selected Domain Name in its first application to CIRA shall not be effective until the Registrant has entered into and agreed to be bound by CIRA’s Registrant Agreement; (e) ![]() The Registrar shall immediately give notice to the Registrant in the event that the Registrar is no longer a CIRA Certified Registrar, has had its certification as a CIRA Certified Registrar suspended or terminated, or the Registrar Agreement between CIRA and the Registrar is terminated or expires. CIRA may post notice of such suspension, termination, or expiry on its website and may, if CIRA deems appropriate, give notice to the Registrants thereof; (f) ![]() In the event that the Registrar is no longer a CIRA Certified Registrar, has had its certification as a CIRA Certified Registrar suspended or terminated or in the event the Registrar Agreement between CIRA and the Registrar is terminated or expires, each Registrant shall be responsible for changing its Registrar of Record to a new CIRA Certified Registrar within thirty (30) days of the earlier of notice thereof being given to the Registrant by (i) the Registrar or (ii) CIRA in accordance with CIRA’s then current Registry PRP; provided, however, that if any of the Registrant’s Domain Name Registration(s) is scheduled to expire within thirty (30) days of the giving of such notice, then the Registrant shall have thirty (30) days from the anniversary date of the registration(s), to register with a new CIRA certified registrar and to renew such Domain Name Registration(s) in accordance with the Registry PRP; (g) ![]() The Registrant acknowledges and agrees that, should there be insufficient funds prepaid by the Registrar in the CIRA Deposit Account to be applied in payment of any Fees, CIRA may in its sole discretion stop accepting applications for Domain Name Registrations from the Registrar, stop effecting registrations of Domain Names and transfers, renewals, modifications, and cancellations of Domain Name Registrations requested by the Registrar and stop performing other billable transactions requested by the Registrar not paid in full and CIRA may terminate the Registrar Agreement between CIRA and the Registrar; (h) ![]() The Registrant shall not, directly or indirectly, through registration or use of its Domain Name or otherwise: (i) violate or contribute to the violation of the intellectual property rights or other rights of any other Person; (ii) defame or contribute to the defamation of any other Person; or (iii) unlawfully discriminate or contribute to the unlawful discrimination of any other Person; (i) ![]() The Registrant agrees that CIRA shall not be responsible for the use of any Domain Name in the Registry and that CIRA shall not be responsible in any way whatsoever for any conflict or dispute with or any actual or threatened Claim against a Registrar or a Registrant, including one relating to a registered or unregistered trade-mark, a corporate, business, or other trade-name, rights relating to a name or other identifying indicium of an individual or any other intellectual property rights of a third party or relating to the defamation of or unlawful discrimination with respect to any other Person; (j) ![]() CIRA shall have the right, at any time and from time to time, acting reasonably, to amend the Registrar Agreement between CIRA and the Registrar, and any or all of the Registry PRP and to adopt new Registry PRP not yet in effect. Any such amendment will be binding and effective on the Registrar thirty (30) days after CIRA gives notice of such amendment by email to the Registrar. The Registrar and the Registrant agree to promptly amend the agreement between the Registrar and the Registrant to reflect any amendments to Section 4.2 of the Registrar Agreement between CIRA and the Registrar; (k) ![]() The Registrant acknowledges and agrees that registration of a Domain Name does not create any proprietary right for any Registrant, the Registrar, or any other Person in the name used as a Domain Name or the Domain Name Registration and that the entry of a Domain Name in the Registry or in the WHOIS shall not be construed as evidence or ownership of the Domain Name registered as a Domain Name. The Registrant shall not in any way transfer or purport to transfer a proprietary right in any Domain Name Registration or grant or purport to grant as security or in any other manner encumber or purport to encumber a Domain Name Registration; (l) ![]() The Registrant further acknowledges and agrees that the Registrar may make changes to the Administrative Contact details at any time without having to comply with the change of critical information approval process (as set out in the applicable Registry PRP), provided the Registrant has granted the Registrant’s Registrar the authority to do so and has not revoked said authority. If the Registrant has two or more Registrars, only one of the Registrant’s Registrars may be granted said authority. The Registrant may at any time revoke said authority or provide said authority to another of the Registrant’s Registrars; (m) ![]() The Registrant acknowledges and agrees that the Registrant’s Registrar may, in accordance with the applicable Registry PRP, cancel the Registrant’s Domain Name Registrations within seven (7) days of Activation and cancel the renewal of the Registrant’s Domain Name Registration provided that the renewal term has not yet commenced; and (n) ![]() The Registrant acknowledges and agrees that, provided the Registrar complies with the Registry PRP which deals with “Charge-Backs” and the Registrar is not in default under its Registrar Agreement, the Registrar may, without the Registrant’s consent, request a refund of certain Registration Fees and request CIRA to cancel the Registrant’s Domain Name Registration that is subject to the request.
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