WEBNAMES.CA TERMS OF USE AND SERVICES AGREEMENT

Last published: Apr 9, 2018

PLEASE CAREFULLY READ THIS AGREEMENT BEFORE USING WEBNAMES.CA’S WEBSITE. THIS AGREEMENT IS A BINDING CONTRACT THAT GOVERNS USE OF WEBNAMES.CA’S WEBSITE AND SERVICES PROVIDED BY WEBNAMES.CA AND ITS AFFILIATES. THIS AGREEMENT SPECIFIES AND LIMITS YOUR LEGAL RIGHTS AND REMEDIES, EXEMPTS WEBNAMES.CA AND ITS AFFILIATES AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES MANDATORY DISPUTE RESOLUTION PROCEDURES, AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ AND UNDERSTAND.

EACH TIME YOU USE WEBNAMES.CA’S WEBSITE OR SERVICES YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND, ACCEPT AND AGREE TO THE MOST CURRENT VERSION OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE WEBNAMES.CA’S WEBSITE OR SERVICES PROVIDED BY WEBNAMES.CA OR ITS AFFILIATES.

1.             Introduction

1.1           This Agreement

This Terms of Use and Services Agreement (this “Agreement”) is a binding contract between you and each person you represent (and for purposes of this Agreement, “person” includes a natural person and any kind of incorporated or unincorporated entity) and Webnames.ca Inc., a Canadian limited liability corporation (referred to as “Webnames.ca”) regarding your use of Webnames.ca’s website (www.webnames.ca) (the “Website”) or a Website account (each an “Account”), and all content, information and materials available on or through the Website (“Website Content”), all services offered through the Website (“Services”), and all transactions by you through the Website (each a “Transaction”).

Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of each person you represent, or qualification, to be bound by the most current version of this Agreement, and you represent and warrant that you have the legal authority to accept and agree to this Agreement on behalf of yourself and each person you represent.

1.2           Application of Agreement/Definitions

This Agreement is binding on each person that uses the Website, Website Content or Services, including the person identified as the holder of an Account (the “Account Holder”), a registered owner or holder of a domain name (a “Registered Name Holder”), a person who applies for a Service (an “Applicant”) and a person that uses the Website or Website Content.

The terms “you”, “your”, “User” and “Customer” mean a person (including an Account Holder, Registered Name Holder or Applicant) who accepts (directly or through a representative) this Agreement, uses the Website or Website Content, accesses a Webnames.ca account or uses Services, and “Customer Group” means each of the following persons with respect to an Account: the Account Holder, each Registered Name Holder of a Domain Name registered through the Account, each person who subscribes for Services through the Account, and each person you authorize to use a Domain Name registered through the Account or Services purchased through the Account.

The terms “we”, “us” and “our” refer to Webnames.ca and any of its corporate affiliates that provide a relevant Service.

In this Agreement: (a)Domain Name” means an Internet domain name; (b)Domain Name Registry Authority” means the entity responsible for the administration of an Internet domain name registry; and (c)Domain Name Transaction” means a Transaction (including a registration, renewal, transfer, modification, cancellation, pre-order or backorder) relating to a Domain Name.

1.3           Supplementary Agreements and Policies

Certain Services, Transactions (including Domain Name Transactions) and Website Content are governed by both this Agreement and one or more supplementary agreements specific to the Service or Website Content (each, a “Supplementary Agreement”), which you must accept and agree to when you order, access, or use those Services or Website Content. All of the current Supplementary Agreements are available online by clicking here.

If there is an inconsistency or conflict between the provisions of this Agreement and a Supplementary Agreement, then: (a) the Supplementary Agreement will govern regarding the specific Service to which it applies; and (b) this Agreement will govern regarding all other matters.

Each time you use a Service (including a Transaction) or Website Content governed by a Supplementary Agreement, you signify your acceptance and agreement, and the acceptance and agreement of each person you represent,  or qualification, to be bound by this Agreement and all applicable Supplementary Agreements, and you represent and warrant that you have the legal authority to accept and agree to this Agreement and all applicable Supplementary Agreements on behalf of yourself and each person you represent.

Certain Transactions, Services and Website Content are also subject to various policies (each a “Policy”), each of which are available online by clicking here. Some Policies are required by Domain Name Registry Authorities and other third parties.

You will ensure that your use of the Website and Services complies with all applicable Supplementary Agreements and Policies.

1.4           Changes to Agreements/Policies

Notwithstanding any other provision of this Agreement, we may in our discretion change this Agreement or any Supplementary Agreement or Policy at any time, without prior notice to you, by posting the changed Agreement, the Supplementary Agreement or Policy on the Website. The changed Agreement, Supplementary Agreement or Policy is effective immediately upon posting on the Website, unless the changed Agreement, Supplementary Agreement or Policy expressly state otherwise. In addition, we may give you notice of a change to this Agreement, a Supplementary Agreement or a Policy by sending an email to the Account Holder.

It is your responsibility to check the “Last Revised” date at the top of this Agreement and each relevant Supplementary Agreement or Policy and review any changes since the previous version. By using the Website, a Service or Website Content, or engaging in a Transaction, after this Agreement or a relevant Supplementary Agreement or Policy has been changed, you signify your acceptance and agreement, and the acceptance and agreement of each person you represent, or qualification, to the changed Agreement, Supplementary Agreement or Policy. 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 Website, Website Content or Services.

Our employees do not have authority to change or supplement this Agreement, a Supplementary Agreement or a Policy, except by posting a revised Agreement, Supplementary Agreement or Policy on the Website.

You may not change or supplement this Agreement or a Supplementary Agreement or Policy in any manner.

1.5           Website/Services – Availability and Changes

You acknowledge that the Website and Services might not be available on a continuous or uninterrupted basis, and we are not responsible or liable to you or any other person if the Website or Services are not available when required.

We reserve the right to change or discontinue the Website or any Service at any time without notice or liability to you or any other person.

2.             Eligible Users

2.1           General

You may not use the Website, Website Content or a Service if you are under the age of majority in the jurisdiction in which you live (which in most jurisdictions is either 18 or 19 years of age), if you cannot form a legally binding and enforceable contract under applicable law, or if you are prohibited by applicable law from using this Website, Website Content or Services.

We may in our discretion and for our sole convenience at any time immediately suspend or terminate your permission to use the Website and Website Content without any notice or liability to you or any other person. You may not use the Website, Website Content or Services if your permission to do so has been suspended or terminated by us.

You may not use the Website, Website Content or Services if you breach this Agreement or a Supplementary Agreement or if you fail to comply with a Policy.

2.2           Your Local Law

The Website, Website Content and Services are intended for use by persons located in jurisdictions where access to and use of the Website, Website Content and Services are lawful under local law. You are solely responsible for ensuring that your use of the Website, Website Content and Services are lawful under your local law. You may not access or use the Website, Website Content or Services if doing so is illegal or otherwise prohibited under your local law.

2.3           Your Authority

You represent and warrant that now and at all times during the term of this Agreement: (a) you have the right, power, capacity and authority to enter into and perform your obligations under this Agreement; (b) 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 Services.

If you are an individual representing another person (including an Account Holder, Registered Name Holder or Applicant), then you represent and warrant that you have all required legal authorities and approvals from the person to accept and agree to this Agreement, Supplementary Agreements and Policies on their behalf and to request and authorize us to perform Services for their benefit. If we determine that you do not have the required legal authorities and approvals on behalf of a person you represent, then you will be personally responsible and liable for the obligations set forth in this Agreement and Supplementary Agreements, including all payment and other financial obligations.

If you are an Account Holder and your Account is used for Transactions on behalf of other persons (including Registered Name Holders), then you represent and warrant that you have all requisite authorities and approvals from each of those persons to accept and agree to this Agreement, Supplementary Agreements and Policies on their behalf and to request and authorize us to perform Services on their behalf.

We are not obliged to verify the authorities and approvals authenticity or monitor the use of the Website, Website Content or Services, but we reserve the right to do so in our discretion and without any notice or liability to you or any other person.

3.             Permissible/Prohibited Use

3.1           General

You may use the Website, Website Content and Services only for lawful purposes, in the manner permitted by the Website and as expressly described in this Agreement, applicable Supplementary Agreements and applicable Policies, and in accordance with all applicable laws (including your local laws). Use of the Website, Website Content or Services in any other manner or for any other purpose is strictly prohibited.

You may use the Website using commercially available, SSL-capable web browser software and only in the manner purposefully made available to you by the Website.

3.2           Lawful/Acceptable Use/Non-Infringement

You will ensure that your use of the Website, Website Content and Services and each of your Transactions complies with all applicable laws and does not infringe, violate or misappropriate the rights (including intellectual property rights, privacy rights and personality rights) of any other person.

You will ensure that your use of the Website, Website Content and Services complies with our Acceptable Use Policy (available online by clicking here).

3.3           Prohibited Use

The Website and Website Content may not be copied, reproduced, imitated, republished, translated, uploaded, posted, publicly displayed, communicated or made available to the public, performed, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, for any purpose whatsoever, without our express prior written consent. You may print Website pages for your personal informational purposes only, provided that you do not modify any of the pages or any Website content and you do not remove or alter any visible identification, marks, notices or disclaimers.

You will not: (a) circumvent the ordinary navigational structure or presentation of the Website or Website Content; (b) access or obtain Website Content by any means that is not purposely made available to you by the Website; (c) gain unauthorized access to any part of the Website or Website Content, or any related system, network, service or data, by hacking, password mining or any other means; (d) test or tamper with the security of the Website or interfere with the proper working of the Website, any Transaction, or any other person’s use of the Website; (e) use any collaborative browsing or display technologies in connection with your use of the Website, Website Content or Services or to post comments, communications, or any other data of any kind to or on the Website with the intention that the posting be viewed by other persons; (f) use any of the software or other technologies used by us in the operation or provision of the Website or Services except while you are using the Website in accordance with this Agreement; or (g) sell or resell any part of the Website, Website Content or Services.

Framing, mirroring, scraping or data harvesting the Website, Website Content or Services (including WHOIS information regarding Domain Name registrants and other data accessible through the Website) in any form or by any means (including robots, spiders, or other automatic devices, programs or methodologies or any similar or equivalent manual process) is strictly prohibited.

Without limiting the generality of any other provision in this Agreement, you will use WHOIS information regarding Domain Name registrants and other data accessible through the Website for lawful purposes only, and you will not use any of that information or data to: (a) allow, enable, or otherwise support the transmission by e-mail, telephone, postal mail, facsimile or other means of mass unsolicited, commercial advertising or solicitations to a person other than your own existing customers; or (b) enable high volume, automated, electronic processes that send queries or data to the systems of any Registry operator or ICANN-accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.

Deep links to the Website without our express prior written permission are strictly prohibited. We may in our discretion cancel and revoke any permission we may give to link to the Website at any time and without any notice or liability.

You will not use the Website or any Service to send spam or any other form of commercial electronic message that is prohibited by applicable law (including the CAN-SPAM Act of 2003 and Canada’s Anti-Spam Law).

3.4           Monitoring/Reporting Misconduct

We are not obliged to monitor the use of the Website, Website Content or Services, but we reserve the right to do so in our discretion and without any notice or liability to you or any other person.

Unauthorized use of the Website, Website Content or Services and other misconduct may be reported using the procedures referenced in our Acceptable Use Policy (available online by clicking here). Please follow those procedures if you have a complaint regarding Website Content (including content posted on the Website by another user).

We will respond as we consider appropriate, in our discretion, to notices and complaints regarding alleged violations of the Acceptable Use Policy or other alleged misconduct, including removing any and all offending submissions and postings from the Website without any notice or liability to you or any other person. We are not required to assess or otherwise determine the validity or legitimacy of a complaint or demand regarding materials submitted or posted to the Website or otherwise used in connection with the Website before we take remedial action regarding the materials.

4.             Information and Instructions

4.1           General

To create an Account and to use portions of the Website and Services, you will be required to provide us with certain information (including financial information) and instructions. You hereby authorize us to collect, use, disclose, retain and dispose of the information that you provide to us as reasonably necessary to provide Services. We will rely on the information that you provide to us, and we will disclose that information to other persons (including domain name registry authorities) that will rely on the information.

You will ensure that all information that you provide to us (including your legal name, address, contact information, payment information and transaction-related information) is true, accurate, current and complete, and you will promptly update that information from time to time so that the information remains true, accurate, current and complete. You are solely responsible and liable for all loss, damage, and additional costs that you, us or any other person (including domain name registry authorities) may incur as a result of your submission of false, incorrect or incomplete information or your failure to promptly update that information if it changes.

4.2           Verification

We are not under any obligation to verify the truth, accuracy, currency, or completeness of any information that 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 that you provide to us.

We may in our discretion request that you verify or update information you provided to us (including information relating to Domain Name registrations) from time to time (including when you update your contact information), and you will provide us with verified or updated information within 15 days after the date of our request.

4.3           Authorizations/Consents

You represent and warrant that you have all rights, authorizations and consents (including consents from other persons) necessary for you to lawfully provide instructions and information to use and to authorize us and other persons to use and rely on the information and instructions and to disclose the information as required to provide Services.

4.4           Inaccurate Information

If we reasonably believe that you have provided us with information that is or becomes inaccurate or incomplete, we may in our discretion suspend your Account or the provision of Services and exercise all other rights and remedies under this Agreement, Supplementary Agreements or applicable law.

4.5           Records

We may in our discretion create and permanently retain records of all Services we provide to you, and all communications between you and us (including all information and instructions you provide to us).

4.6           Disclosure

You acknowledge and agree that we may disclose to the public (including through a searchable database accessible to the public over the Internet), to Domain Name registry authorities and Domain Name registrars (including through bulk data transfers) and to other persons information regarding your use of Services as we consider appropriate or as may be required from time to time to comply with the policies, procedures or requirements of the relevant Domain Name registry authorities or applicable law.

5.             Accounts and Credentials

5.1           Accounts

In order to access some of the features of the Website or certain Services, you must have a valid and subsisting Account. Your Account is personal to you, and you may not allow any other person to use your Account. You are fully responsible and liable for any and all use and misuse of your Account, whether or not authorized by you.

You will immediately notify Webnames.ca Customer Care by telephone or email (using the contact details available on the Website) if you discover any unauthorized use of your Account. We are not under any obligation to verify the actual identity or authority of any person using your Account.

5.2           Credentials

To access your Account and to use certain portions of the Website and certain Services you must have a valid username and password registered by the Website (collectively “Credentials”). Your Credentials are personal to you, and you may not allow any other person to use your Credentials.

You are fully responsible and liable for maintaining the security and confidentiality of your Credentials and for any and all use and misuse of your Credentials (including all transactions using your Credentials, all use of your Account using your Credentials, and all instructions provided to us using your Credentials). You will keep your Credentials secure and confidential at all times and you will not disclose your Credentials to any other person. You will immediately notify Webnames.ca Customer Care by telephone or email (using the contact details available on the Website) if you know or suspect that your Credentials have been become known to or used by any other person.

We may act upon any communication that is given using your Credentials. We are not under any obligation to verify the actual identity or authority of any person using your Credentials, but we may in our discretion require proof (including government-issued photographic identification or government-issued business identification) of the identity of any person seeking to use the Website using your Credentials and we may deny access to Website or refuse to accept or act upon any communication if we are not satisfied with the proof.

Credentials do not restrict our access to password-protected information. Credentials may not prevent unauthorized access to data or other information that you may use in connection with the Website or Services. We may in our discretion cancel or suspend your Credentials at any time without notice or liability to you or any other person.

We recommend that you change your password on a periodic basis, and at least once every six (6) months. We may require that you change your Credentials from time to time.

5.3           Reservation

We reserve the right, in our discretion, to cancel, suspend or lock your Account and Credentials without notice or liability to you for any reason we consider appropriate and reasonable, including any of the following: (a) to protect the integrity of the Website and Services; (b) to correct mistakes made by us or another domain name registrar or a Domain Name Registry Authority; to comply with directions issued by a Domain Name Registry Authority, orders or judgments of courts or arbitrators, or requests by law enforcement authorities; (c) to comply with the rules or requirements of a domain name dispute resolution process; (d) to detect or prevent fraud, abuse or breach of this Agreement or a Supplementary Agreement or violation of a Policy; or (e) to avoid civil or criminal liability.

6.             Transactions

6.1           Misprints and Errors

We endeavour to provide current and accurate information on the Website, but misprints, inaccuracies, omissions or other errors may sometimes occur and information may become out of date. We cannot guarantee that Services advertised on the Website will be available when ordered or thereafter, and we do not guarantee that Website Content is accurate or complete. For those reasons, we reserve the right to: (a) correct any error, inaccuracy or omission at any time without prior notice or liability to you or any other person; (b) change at any time the Services advertised on the Website, the prices, fees, charges and specifications of those Services, any promotional offers and any other Website Content without any notice or liability to you or any other person; (c) refuse any order you place; and (d) limit quantities available for sale or sold. If you order a Service for which the fees or charges were incorrectly displayed on the Website, then we will provide you with a reasonable opportunity to cancel your order.

6.2           Orders

Advertisements on the Website are invitations for purchase orders and are not offers to sell. Your properly completed and delivered purchase order constitutes your offer to purchase Services. Your order will be deemed not accepted by us unless and until when we send an order acceptance notice to you through the Website or by email. A notice confirming receipt of an order is not an acceptance of the order. An accepted order regarding a Transaction is not a guarantee that the requested Transaction will be completed as ordered or otherwise. Because we strive to process your orders as quickly as possible, you may not be able to cancel an order after we have processed your payment for the order.

6.3           Fees/Charges and Taxes

Fees and charges appearing on the Websites are quoted in various currencies (as indicated on the Website), and will be converted to Canadian dollars in the Website shopping cart before you complete and submit your order. We reserve the right to change the fees and charges advertised on the Website at any time without notice.

Fees and charges specified on the Website do not include any federal, state, provincial, municipal or other governmental taxes, duties, charges, fees, and assessments of any nature whatsoever now or hereafter imposed, which will also be paid for by you.

6.4           Payment

Unless we expressly agree in writing otherwise, 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 fees, charges and taxes using the payment methods made available to you by the Website. If you pay for an order using a credit card, we may obtain payment pre-approval from your credit card issuer when we process the order, 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.

If you order a Service and choose to pay for your order using a method other than credit card (e.g. payment by cheque or online banking) then you acknowledge and agree that: (a) we are not obligated to fully process your order or provide the Service unless and until we have received full payment for the Service; (b) the resulting delay in providing the Service might result in serious adverse consequences, such as the rejection of a registration, transfer or renewal of a domain name (e.g. if the domain name is registered by another person before we receive payment and process your order); and (c) if your payment is refused by your bank due to insufficient funds, then an additional $25 service fee will be charged to your Account. For those reasons, we recommend that you make all payments by credit card.

You can prepay for Services and Transactions. You can fund your Account by providing a cheque, a money order, or a wire transfer. Funds transferred to your Account will be held by us and will not accrue or pay interest for your benefit. Funds paid to your Account by cheque or money order may be delayed until the money is credited, which may delay your use of the funds for payment of Services or Transactions, and any cheque or money order that does not clear will result in a $25 service fee payable to us in addition to any fee that your bank may charge you. You are fully responsible for all wire transfer fees (both incoming and outgoing) associated with payments to and from your Account. We reserve the right to make any adjustment regarding the bank fees to the balance in the Account. Non-Canadian wire transfers may be subject to fees by your bank, intermediary banks, or our bank, which may reduce the amount of funds received by us and subsequently allocated to your Account. You can verify the remaining funds in your Account at any time by logging into “Manage Your Account” or through the shopping cart on the Website. If your Account is terminated by you or by us, then the balance in your Account will be refunded net of all applicable fees and changes.

If a Domain Name cannot be registered or renewed due to lack of availability or otherwise, the registration or renewal fee 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 Transactions (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.

6.5           Overdue Payments

Overdue payments will be subject to a finance charge of two percent (2%) for each month (24% 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.

6.6           Account Credits

If we provide you with credits to your Account (“Account Credits”) then: (a) you can apply Account Credits to any purchase of Services or Transactions through the Account and you authorize us to apply Account Credits to any outstanding administrative fees, chargebacks or other fees related to your Account; (b) Account Credits will not accrue or pay interest for your behalf; (c) Account Credits are non-transferrable, may only be used for Transactions through the Account in which the Account Credits were originally deposited by us; (d) each Account Credit will expire if it is not fully used within two (2) years after the date it was deposited to your Account or a later date if required by applicable law; and (e) if your Account is terminated by you or by us, then all Account Credits will immediately expire.

7.             Services:

7.1           General

Services are subject to this Agreement and may be subject to Supplementary Agreements.

7.2           Technical Requirements

Certain Services might be incompatible with other Services. Services may be available only for Domain Names that are registered through the Account with Webnames.ca 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 or configuration (for example, two (2) business days) before they are activated and available for use.

7.3           Subscription Term

Unless 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.

7.4           Changes

Notwithstanding any other provision of this Agreement or any Supplementary Agreement, we may in our discretion change, discontinue, suspend or terminate any or all Services without any notice or liability to you or any other person.

7.5           Beta Services

From time to time, we may offer a limited, pre-release or test version of a new Service or a new functionality or feature of an existing Services (each a “Beta Service”) for evaluation and testing by our customers. If you use a Beta Service, then: (a) you acknowledge that the Beta Service is a pre-release or test version that is still under development and may not work properly or at all, the Beta Service might not be reliable and the results of the use of the Beta Service may not be accurate, and your use of the Beta Service might present unusual risks of operational failure; (b) the Beta Service is intended for testing and evaluation use only (not for live production use), and is provided on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis; (c) we reserve the right to substantially change or terminate the Beta Service at any time without notice to you, and we are not obligated to release a commercial version of the Beta Service; (d) if we release a commercial version of a Beta Service, then the commercial version might be substantially different from the Beta Service and might not be compatible with software or systems that operate with the Beta Service; (e) we are not obligated to provide you with customer support for the Beta Service; (f) all feedback (including information about errors, omissions or defects in the Beta Service and suggestions for improvements to the Beta Service) that you provide to us regarding the Beta Service will be Submissions that are governed by section 10.5; (g) all information you obtain regarding the Beta Service (including information regarding your use of the Beta Service) is confidential to us and you may not disclose that information to any other person or use that information for any purpose other than providing feedback to us.

8.             User Content

Certain Services may require or permit you to provide us with information, data, images, photographs, video or other content for use by us to provide the Service (“User Content”). If you provide us with User Content in connection with a Service or Transaction, then: (a) you grant to us a non-exclusive, world-wide, royalty-free, perpetual, irrevocable, unrestricted, assignable, sublicensable right and license to use (including access, view, store, copy, reproduce, combine with other works, distribute, transmit, display and perform) the User Content for the purpose of providing the Service or Transaction; and (b) you represent and warrant that our use of the User Content does not and will not infringe, violate or misappropriate the rights (including intellectual property, privacy and personality rights) of any other person or any applicable laws.

9.             Website Forums/User Postings

Certain parts of the Website may include discussion forums and places for users to post comments and other information and materials for use by other Website users (“User Postings”). Access to and use of those functionalities may be subject to additional terms and conditions presented by us or our service providers. If you do not accept and agree to those additional terms and conditions, you may not access or use those functionalities.

We are not obliged to monitor or policy the use of the Website or screen, police, edit or remove postings of User Postings to the Website, although we reserve the right to do so in our discretion and without any notice or liability to you or any other person. We reserve the right to refuse to post or to remove any User Postings, in whole or in part, that we in our discretion consider to be unacceptable, undesirable, or in violation of the Webnames.ca Acceptable Use Policy (available online by clicking here).

If you post or submit User Postings to the Website: (a) you are fully responsible for the User Postings; (b) you grant to us and our successors, assigns and licensees and to all Website users a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sublicensable right and license to use and exploit (including access, view, store, copy, reproduce, combine with other works, distribute, transmit, display and perform) the User Postings in any manner and for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any compensation or attribution to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties; (c) you waive in favour of us and our successors, assigns and licensees and all Website Users any and all moral rights in the User Postings; and (d) you represent and warrant that use and exploitation of the User Postings by us and our successors, assigns and licensees and all Website Users does not and will not infringe, violate or misappropriate the rights (including intellectual property, privacy and personality rights) of any other person or any applicable laws.

We are not responsible or liable for any User Postings. You use User Postings at your own risk.

10.           Other Matters

10.1        Privacy/Personal Information Protection

By using the Website you consent to the collection, use, retention, disclosure and deletion of your personal information in accordance with Webnames.ca’s Privacy Policy (available online by clicking here) as amended from time to time and as otherwise permitted by applicable law.

10.2        Communications/Notices

If you communicate with us using the Website or by email, then you authorize us to respond to your communications using the same method. A communication that you send to us by the Website or email are not delivered or effective unless and until the communication is processed by our responsible representative.

If you are a Registered Name Holder or other member of a Customer Group but you are not the Account Holder, you consent to our sending notices to you (including important notices regarding Transactions, Domain Names and Services) care of the Account Holder, and you will be deemed to receive each notice when it is sent to the Account Holder.

If you speak with one of our customer service representatives, you consent to our recording the entire telephone call and using the recording for training, quality control and legal compliance purposes, including using the recording in evidence in legal proceedings.

10.3        Linked Sites/Resources

For your convenience, the Website and Website Content may provide links or references to other Internet sites or resources and businesses operated by other persons (collectively “Linked Sites”). Linked Sites are independent from us, and we do not endorse, and have no responsibility or liability for or control over, Linked Sites or their business, goods, services or content. Your use of Linked Sites and your dealings with the owners or operators of Linked 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 Linked Sites or your dealings with the owners or operators of Linked Sites.

10.4        Software Agreements

For your convenience, the Website may facilitate the downloading of certain computer software. Software available for download through the Website is subject to a software license agreement that is either included with the software, presented for acceptance before downloading, or referenced on the download page. We have no responsibility or liability for any third party software downloaded through the Website, and we do not make or give any representations, warranties, conditions or guarantees regarding the software. You download and use software at your own risk.

10.5        Submissions

We welcome your comments and suggestions regarding the Website, Website Content and Services. Any comments, suggestions or other materials (including ideas for new advertising or marketing campaigns or promotions, new or improved products or services, or new product names or branding) that you provide to us (collectively “Submissions”) are deemed to be non-confidential. By providing a Submission: (a) you grant to us and our successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sublicensable right and license to use and exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions in any manner and for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any compensation or attribution to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties; (b) you waive in favour of us and our successors, assigns and licensees any and all moral rights in the Submissions; and (c) you represent and warrant that our use of the Submissions will not infringe, violate or misappropriate the rights of any other person.

10.6        Representations

You represent and warrant that now and at all times during the term of this Agreement: (a) you have the right, power, capacity and authority to enter into and perform your obligations under this Agreement; (b) 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 Services; and (c) your Transactions and your use of Services will not infringe, violate or misappropriate the rights (including intellectual property rights) of any other person or violate any applicable laws.

10.7        Equipment and Services

You are solely responsible and liable for: (a) obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage (including from viruses, trojan horses, worms or other destructive or disruptive components) all computer equipment and services (including compatible computer software and Internet access) necessary to access and use the Website and Services; (b) scanning for and preventing the receipt and transmission of viruses and other destructive or disruptive components; and (c) maintaining complete and current backup and archival copies of all of your data before accessing or using the Website or Services.

You are solely responsible and liable for setting-up, maintaining and regularly reviewing security arrangements concerning your access to and use of the Website and Services and information stored on your computing and communications systems. You will not do anything that might compromise the security of the Website or the systems or security of any other user of the Website or Services.

10.8        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 Website and Services, and all payments due and owning by each member of the Customer Group under this Agreement and Supplementary Agreements.

If you authorize another person (a “Licensee”) to use a Domain Name registered in your name or through your Account, or Services that you have purchased using your Account, you remain fully responsible and liable for all of your obligations under this Agreement, all uses of the Domain Name and Services, and all acts or omissions of the Licensee.

10.9        Reasonable Assistance

You will reasonably assist us to provide Services to you, including by promptly providing requested information and promptly responding to our correspondence.

10.10      Claims/Proceedings

You will immediately give us notice of any threatened or actual claim, demand, investigation, action, suit or proceeding regarding a Transaction (including a Domain Name Transaction) or your use of Services.

10.11      Data

Unless a Supplementary Agreement expressly states otherwise, Services are not intended to be data-backup or data storage services, and you will not rely on Services to store or backup your data. You are solely responsible and liable to retain copies of data that you submit to the Website or Services and to create and retain back-up copies of all data stored using a Service so that you are able to access and use the data when required.

10.12      Use of Logo

Unless otherwise expressed by you in writing to Webnames.ca Inc., you hereby grant to Webnames.ca Inc. the express right to use your company logo in marketing, sales, financial, and public relations materials and other communications solely to identify you as a Webnames.ca Inc. customer. Webnames.ca Inc. hereby grants to you the express right to use the logo of Webnames.ca Inc. solely to identify Webnames.ca Inc. as a provider of services to you. Other than as expressly stated herein, neither party shall use the other party's marks, codes, drawings, or specifications without the prior written permission of the other party.

11.           Ownership/Proprietary Rights

11.1        General

Copyright © Webnames.ca Inc. All rights reserved. The Website and Website Content (including all text, graphics, interfaces, images, video, sounds, music, artwork, designs, computer code, data, and other elements available on or through the Website, and the design, structure, selection, arrangement and look and feel of those elements and the Website as a whole) and the software and technologies used by us to provide Services and all related proprietary rights (including copyright) are owned solely by Webnames.ca and its licensors, and are protected by Canadian and international copyright, trademark and other intellectual property laws. Your use of the Website or Website Content does not transfer to you any right, title or interest in, to or associated with the Website or Website Content or any related software or technologies. All rights not expressly granted to you under this Agreement or a Supplementary Agreement are reserved by us.

11.2        Trademarks

WEBNAMES, WEBNAMES.CA, SECURING INTERNET IDENTITIES and CANADA’S ORIGINAL .CA DOMAIN NAME REGISTRAR are registered or unregist10ered trademarks, service marks and trade names owned or licensed by us. Other product, service and company names and signs appearing on or in connection with the Website or Services may be registered or unregistered trademarks, service marks or trade names of their respective owners. Any use of the trademarks, service marks or trade names displayed on or in connection with the Website or Services is strictly prohibited, and nothing appearing on or in connection with the Website or Services will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those trademarks, service marks or trade names.

12.           DISCLAIMERS, RELEASE, LIABILITY EXCLUSIONS/LIMITATIONS, AND INDEMNITY

12.1        GENERAL DISCLAIMERS

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE WEBSITE, WEBSITE CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” 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 ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF OR RELATING TO ACCURACY, ACCESSIBILITY, AVAILABILITY, CAPACITY, COMPLETENESS, DELAYS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, SECURITY, TIMELINESS, TITLE, QUIET ENJOYMENT, UNINTERRUPTED SERVICE OR WORKMANLIKE EFFORT, ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY WEBNAMES.CA TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR THE SELECTION AND USE OF THE WEBSITE, WEBSITE CONTENT AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS.

WE DO NOT PROMISE THAT THE WEBSITE, WEBSITE CONTENT OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE WEBSITE, WEBSITE CONTENT OR SERVICES WILL PRODUCE SPECIFIC RESULTS. YOU USE THE WEBSITE, WEBSITE CONTENT AND SERVICES AT YOUR OWN RISK.

THE WEBSITE, WEBSITE CONTENT AND SERVICES MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND OUR 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.

YOU ARE SOLELY RESPONSIBLE FOR OBTAINING, PROVISIONING, CONFIGURING, MAINTAINING, PAYING FOR, AND PROTECTING FROM LOSS AND DAMAGE, ALL EQUIPMENT, SOFTWARE AND SERVICES (AND ALL DATA CONTAINED THEREIN) NECESSARY FOR YOUR USE OF THE WEBSITE, WEBSITE CONTENT AND SERVICES.

12.2        DOMAIN NAMES

WITHOUT LIMITING THE GENERALITY OF SECTION 12.1: (A) YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL OF YOUR DOMAIN NAME TRANSACTIONS AND YOUR SELECTION AND USE OF DOMAIN NAMES; (B) WE DO NOT REVIEW DOMAIN NAME TRANSACTIONS OR DOMAIN NAMES FOR COMPLIANCE WITH APPLICABLE LAWS OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DOMAIN NAME 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 (C) YOU ACKNOWLEDGE AND AGREE THAT YOUR DOMAIN NAME TRANSACTIONS AND YOUR SELECTION AND USE OF DOMAIN NAMES MAY BE SUBJECT TO OBJECTION OR CHALLENGE BY OTHER PERSONS.

12.3        DOMAIN NAME REGISTRY AUTHORITIES

WITHOUT LIMITING THE GENERALITY OF SECTION 12.1, WE ARE NOT RESPONSIBLE OR LIABLE FOR: (A) ACTS, OMISSIONS OR MISCONDUCT BY A DOMAIN NAME REGISTRY AUTHORITY, INCLUDING A BREACH BY A DOMAIN NAME REGISTRY AUTHORITY OF AN AGREEMENT, DUTY OR OBLIGATION TO YOU, A 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 (B) ANY DELAYS IN ACCESSING DOMAIN NAME REGISTRY INFORMATION, OR ANY ERROR OR OMISSION IN ANY DOMAIN NAME REGISTRY INFORMATION.

12.4        WHOIS INFORMATION

WITHOUT LIMITING THE GENERALITY OF SECTION 12.1, WE ARE NOT RESPONSIBLE OR LIABLE FOR PUBLIC ACCESS TO OR USE OF THE INFORMATION DISCLOSED BY US OR BY A DOMAIN NAME REGISTRY AUTHORITY REGARDING YOUR DOMAIN NAMES AND DOMAIN NAME TRANSACTIONS.

12.5        COMPLIANCE WITH DIRECTIONS/ORDERS

WITHOUT LIMITING THE GENERALITY OF SECTION 12.1, YOU HEREBY RELEASE, REMISE AND DISCHARGE WEBNAMES GROUP FROM ANY AND ALL OBLIGATIONS, LIABILITIES, CLAIMS OR DEMANDS ARISING FROM, CONNECTED WITH, OR RELATING TO OUR COMPLIANCE WITH WHAT WE REASONABLY BELIEVE TO BE AUTHENTIC: (A) DIRECTIONS ISSUED BY RELEVANT DOMAIN NAME REGISTRY AUTHORITIES; OR (B) 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 AN ORDER OR JUDGMENT REGARDING THE CANCELLATION OR TRANSFER OF A DOMAIN NAME REGISTRATION.

12.6        LIABILITY EXCLUSIONS/LIMITATIONS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) WEBNAMES.CA’S LIABILITY (IF ANY) ARISING FROM, CONNECTED WITH, OR RELATING TO THIS AGREEMENT, SUPPLEMENTARY AGREEMENTS, THE WEBSITE, WEBSITE CONTENT, SERVICES OR ANY RELATED MATTER IS LIMITED TO ACTUAL, DIRECT DAMAGE SUFFERED BY AN ACCOUNT HOLDER ONLY; (B) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL WEBNAMES GROUP BE LIABLE TO YOU OR ANY OTHER PERSON (INCLUDING AN ACCOUNT HOLDER) FOR ANY OTHER DAMAGE OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS, INCLUDING LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA OR INFORMATION, LOSS OF USE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF PRODUCTIVITY, OR ANY OTHER COMMERCIAL DAMAGE OR LOSS) ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE, WEBSITE CONTENT, SERVICES OR ANY RELATED MATTER; AND (C) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL WEBNAMES GROUP’S TOTAL AGGREGATE LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE, WEBSITE CONTENT, SERVICES AND ANY RELATED MATTER EVER EXCEED THE LESSER OF: (1) THE FEES (IF ANY) ACTUALLY PAID BY THE ACCOUNT HOLDER TO US FOR THE WEBSITE CONTENT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM; AND (2) CDN$500.

IN ADDITION, IF YOU WISH TO COMMENCE LEGAL PROCEEDINGS AGAINST ANY OF THE WEBNAMES GROUP, YOU WILL DO SO BY NO LATER THAN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES, AFTER WHICH TIME ANY AND ALL PROCEEDINGS REGARDING THE CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

12.7        INDEMNITY BY YOU

YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WEBNAMES GROUP FROM AND AGAINST ANY AND ALL CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LIABILITIES AND OBLIGATIONS (INCLUDING DAMAGES, EXPENSES, AND COSTS), SETTLEMENT PAYMENTS, AND ATTORNEY’S FEES AND EXPENSES (COLLECTIVELY, “CLAIMS/PROCEEDINGS/LIABILITIES”) DIRECTLY OR INDIRECTLY ARISING FROM, CONNECTED WITH OR RELATING TO ANY OF THE FOLLOWING: (A) THE USE BY YOU OR ANY OTHER MEMBER OF THE CUSTOMER GROUP OF THE WEBSITE OR ANY WEBSITE CONTENT OR SERVICES; (B) ANY USER CONTENT OR USER POSTINGS SUBMITTED BY YOU OR ANY OTHER MEMBER OF THE CUSTOMER GROUP; (C) ANY NEGLIGENCE, MISCONDUCT, OR BREACH OF THIS AGREEMENT OR A SUPPLEMENTARY AGREEMENT BY YOU OR ANY OTHER MEMBER OF THE CUSTOMER GROUP; (D) ANY ACT OR OMISSION BY US IN ACCORDANCE WITH INSTRUCTIONS OR IN RELIANCE UPON INFORMATION PROVIDED BY YOU OR ANY OTHER MEMBER OF THE CUSTOMER GROUP; (E) ANY DISPUTES AMONG MEMBERS OF THE CUSTOMER GROUP OR BETWEEN ANY MEMBER OF THE CUSTOMER GROUP AND ANY OTHER PERSON; AND (F) ANY DISPUTES REGARDING DOMAIN NAME TRANSACTIONS OR THE USE OF DOMAIN NAMES.

WE WILL HAVE SOLE CONTROL OVER THE DEFENCE OF AND SETTLEMENT NEGOTIATIONS WITH THIRD PARTIES RELATING TO ALL CLAIMS/PROCEEDINGS/LIABILITIES, AND YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY US IN CONNECTION WITH THE DEFENCE AND SETTLEMENT OF CLAIMS/PROCEEDINGS/LIABILITIES. YOU WILL NOT ENTER INTO ANY SETTLEMENT OR OTHER AGREEMENT ON BEHALF OF WEBNAMES GROUP, OR WHICH AFFECTS THE RIGHTS OR INTERESTS OF WEBNAMES GROUP, WITHOUT WEBNAMES.CA’S EXPRESS PRIOR WRITTEN CONSENT.

12.8        APPLICATION/DEFINITION

THE DISCLAIMERS, RELEASES AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THIS SECTION 12 APPLY TO LIABILITY UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STATUTE AND STRICT LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY WEBNAMES.CA OR ANY PERSON FOR WHOM WEBNAMES.CA IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU OR ANY OTHER PERSON FOR THE LOSS AND DAMAGE, EVEN IF WEBNAMES.CA KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE POTENTIAL LOSS OR DAMAGE BEING INCURRED, AND EVEN IF THE LOSS AND DAMAGE WAS FORESEEABLE.

THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS AND THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LAW IN SOME JURISDICTIONS, AND SO THE DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THIS SECTION 12 MIGHT NOT APPLY TO YOU.

THE ALLOCATION OF RISK AND LIABILITY SET FORTH IN THIS THIS AGREEMENT (INCLUDING THIS SECTION 12) AND SUPPLEMENTARY AGREEMENTS IS AN ESSENTIAL PART OF THE BARGAIN BETWEEN YOU AND US, A CONTROLLING FACTOR IN SETTING THE FEES AND CHARGES PAYABLE FOR SERVICES, AND AN INDUCEMENT TO YOU AND US TO ENTER INTO THIS AGREEMENT.

IN THIS AGREEMENT: “WEBNAMES GROUP” MEANS WEBNAMES.CA AND ITS AFFILIATES AND ALL RELEVANT DOMAIN NAME REGISTRY AUTHORITIES AND EACH OF THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS AND SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS, AND REPRESENTATIVES.

13.           Term, Termination and Suspension

13.1        Term

This Agreement will commence when you first use the Website or a Service and will continue unless and until this Agreement is terminated in accordance with this Agreement.

13.2        Termination by Account Holder

The Account Holder, on behalf of each member of the Customer Group, may terminate this Agreement and all Supplementary Agreements at any time for convenience upon delivery of written notice of termination to us, provided that: (a) at the time of termination there are no Domain Names registered through the Account and no Services are being used by any member of the Customer Group; and (b) the termination will be effective only upon our receipt and processing of the termination notice.

If you are not an Account Holder, you may terminate this Agreement and all Supplementary Agreements at any time for your convenience upon delivery of written notice of termination to us, provided that: (a) at the time of termination you have ceased using the Website, Website Content and Services and there are no Domain Names registered in your name through an Account; and (b) the termination will be effective only upon our receipt and processing of the termination notice.

13.3        Termination by Us

We may terminate this Agreement and all Supplementary Agreements and your access to and use of the Website, Website Content and Services at any time effective immediately upon notice to the Account Holder: (a) if any member of the Customer Group breaches this Agreement, a Supplementary Agreement, a Policy or a Domain Name Registry Authority Agreement and has not remedied the breach within seven (7) days after receipt of a notice from us stating our intention to terminate this Agreement if the breach is not remedied within seven (7) days; (b) if you or an Account Holder on your behalf fails to pay any fees when due under this Agreement, a Supplementary Agreement or a Domain Name Registry Authority Agreement; (c) if you or an Account Holder on your behalf fails to respond within fifteen (15) days to any notices, requests or inquiries from us; (d) if you or any other person on your behalf provides us with any false or misleading information, or if you or an Account Holder on your behalf fails to promptly provide us with any information reasonably requested by us regarding Services or Transactions; or (e) for our sole convenience upon thirty (30) days’ notice to the Account Holder.

13.4        Consequences of Termination/Expiration

If this Agreement is terminated for any reason whatsoever: (a) you will no longer access or use the Website, Website Content or Services; (b) 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; (c) you will not be entitled to a refund of any pre-paid fees, charges and taxes; and (d) this Agreement and applicable Supplementary Agreements will continue to apply and be binding upon you regarding your prior access to and use of the Website, Website Content and Services.

13.5        Survival

Notwithstanding any other provision of this Agreement or a Supplementary Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and will remain in full force and effect and be binding upon the parties as applicable: 3.3, 4.5, 4.6, 6.3, 6.4, 6.5, 8, 9, 10.1, 10.2, 10.5, 10.8, 11, 12, 13.4, 13.5, 14 and 15.

13.6        Suspension of Service

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: (a) we reasonably believe that any member of the Customer Group has breached this Agreement, a Supplementary Agreement or a Domain Name Registry Authority Agreement; or (b) if you or the Account Holder on your behalf fails to make any payment when due.

14.           Governing Law and Disputes

14.1        Governing Law

The Website and the Services are provided by Webnames.ca and its affiliates, each of which is located in Vancouver, British Columbia, Canada. This Agreement and all Supplementary Agreements, your use of the Website and Services, and all related matters are and will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods.

14.2        Disputes

All disputes between you and Webnames.ca or its affiliates arising from, connected with or relating to this Agreement or a Supplementary Agreement, your use of the Website, Website Content or Services, or any related matter will be resolved before the Supreme Court of British Columbia sitting in the City of Vancouver, and you and Webnames.ca each hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all disputes, except that we in our discretion may commence legal proceedings against you in the courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce this Agreement or a Supplementary Agreement or to protect our rights in, to and associated with the Website, Website Content and Services.

15.           General

15.1        Miscellaneous

Webnames.ca and the Customer Group are non-exclusive, independent contracting parties, and nothing in this Agreement or a Supplementary Agreement or done pursuant to this Agreement or a Supplementary Agreement will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between Webnames.ca and any member of the Customer Group. Upon request by us, you will execute all further documents and instruments and do all further things as may be reasonably necessary to implement and carry out the provisions and intent of this Agreement and a Supplementary Agreement. No consent or waiver by us to or of any breach of this Agreement or a Supplementary Agreement by you will be effective unless in writing and signed by us or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. If our consent or approval is required under this Agreement or a Supplementary Agreement, we may in its discretion and for our sole convenience withhold or refuse the consent or approval. Our rights and remedies under this Agreement and Supplementary Agreements are cumulative and not exhaustive or exclusive of any other rights or remedies to which we may be lawfully entitled under this Agreement or a Supplementary Agreement or at law, and we will be entitled to pursue any and all of our rights and remedies concurrently, consecutively and alternatively. The provisions of this Agreement and Supplementary Agreements will be binding upon you and your successors and permitted assign, and will enure to our benefit and the benefit of our successors and assigns. If any provision of this Agreement or a Supplementary Agreement is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from this Agreement or the Supplementary Agreement (as applicable) and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance this Agreement or the Supplementary Agreement (as applicable) would fail in its essential purpose. You will not assign, transfer, delegate, license, sub-license or grant this Agreement or a Supplementary Agreement or your rights, duties and obligations under this Agreement or a Supplementary Agreement without our express prior written consent. We may, without your consent, assign this Agreement and Supplementary Agreements and any of our rights, duties or obligations under this Agreement and Supplementary Agreements. We may in our discretion engage subcontractors to perform our duties and obligations under this Agreement or a Supplementary Agreement, including providing Services. Each member of the Webnames Group is an intended third party beneficiary of section 12 of this Agreement, and each member of the Webnames Group may directly enforce section 12 for its own benefit.

15.2        Force Majeure

Notwithstanding any other provision of this Agreement, we will not be liable for any delay in performing, or failure to perform, any of our obligations under this Agreement if and to the extent performance is delayed or prevented due to a cause or causes that are beyond our reasonable control, including acts of God, fire, flood, earthquake, acts of war, sabotage (including network intrusions, hacking and denial of service attacks), vandalism, riots, insurrection or civil disobedience, strikes, lock-outs or other labour disruption, or act of government or government department or agency. Any delay or failure of that kind will be deemed to not be a breach of this 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.

15.3        Records

Our records are, unless proven wrong, conclusive evidence of your use of the Website, Website Content 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 the records are electronic, not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer or database.

15.4        Notices

(a)           Notices to Us:  All notices to be given by you to us under this Agreement or a 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:  Webnames.ca Inc., Suite 333 - 333 Terminal Avenue, Vancouver, British Columbia, V6A 4C1, fax no. 604.633.3174, Attention: President.

(b)           Notices to You:  All notices to be given by us to you under this Agreement or a 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 to the email address for the administrative contact for the relevant Domain Name. If we send a notice to you by email, then: (a) the notice will be deemed to be received by you when the email is sent by us, and regardless of whether or not you actually receive, access or read the email and even if the email address is invalid or the email is otherwise rejected as undeliverable; (b) we are not obligated to verify your receipt of the email or deliver the notice to you using any other delivery method; and (c) you are solely responsible for ensuring that your email addresses on file with us are accurate and current and your email systems operate properly. We are not responsible or liable if you do not receive an email notice if the failure results from an inaccurate or out-of-date email address or if your email system does not operate properly.

15.5        Interpretation/Language

In this Agreement and a Supplementary Agreement (each a “Contract Document”): (a) a reference to “this Agreement” and other similar terms refers to the Contract Document as a whole and not just to the particular provision in which those words appear; (b) headings are for reference only and do not define, limit or enlarge the scope or meaning of the Contract Document or any of its provisions; (c) words importing the singular number only include the plural and vice versa; (d) words importing a gender include both genders; (e) reference to a day, month or year means a calendar day, month or year, unless expressly stated otherwise; (f)person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; (g)including” and “includes” mean including or includes (as applicable) without limitation or restriction; (h) “law” includes common law, equity, statutes, regulations, ordinances and orders in council, and reference to a specific law includes all regulations, and ordinances and orders in council and mandatory guidelines and directives made or issued under the law; and (i)discretion” or “option” means a person’s sole, absolute and unfettered discretion or option (as applicable).

This Agreement and Supplementary Agreements together set forth the entire agreement and understanding between you and us with respect to applicable subject matter of this Agreement and the Supplementary Agreements, and supersede all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of this Agreement and the Supplementary Agreements. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us regarding the subject matter of this Agreement and the Supplementary Agreements other than as expressly set forth in this Agreement and the Supplementary Agreements.

You have expressly requested and required that this Agreement, Supplementary Agreements, Policies 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.

 

 

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