Webnames.ca Corporate Services Agreement

THIS AGREEMENT GOVERNS THE WEBNAMES.CA CORPORATE SERVICES PROGRAM, EXEMPTS WEBNAMES.CA AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, AND CONTAINS OTHER IMPORTANT PROVISIONS (INCLUDING PROVISIONS REGARDING DISPUTE RESOLUTION) YOU SHOULD READ. BY ENROLLING IN WEBNAMES.CA CORPORATE SERVICES, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, YOU MAY NOT ENROLL OR OTHERWISE UTILIZE THE WEBNAMES.CA CORPORATE PROGRAM.

1. Acceptance and Amendment

(a) The Agreements: Webnames.ca Corporate Services are governed by this Agreement as well as other Webnames.ca Terms available online at: https://www.webnames.ca/terms/terms.aspx. By using Webnames.ca Corporate Services, You signify Your acceptance and agreement to be bound by this Agreement as well as all other Webnames.ca Terms. If You do not agree with all of the provisions of this Agreement You may not enroll in, access or utilize Webnames.ca Corporate Services. In the event of any inconsistency or conflict between this Agreement and other Webnames.ca Terms, the provisions of this Agreement will govern regarding Your access to and use of Corporate Services.

(b) Other Agreements: Certain aspects of Webnames.ca Corporate Services relate to services provided by Webnames.ca that are governed by the Webnames.ca Terms of Use and Services Agreement (available by clicking here) and other Supplementary Agreements (also available here), each as amended from time to time by Webnames.ca (collectively, the “Other Agreements”). If there is a conflict between this Agreement and the Other Agreements, then this Agreement will govern regarding the Webnames.ca Corporate Services Program, and the Other Agreements will govern regarding the relevant services provided by Webnames.ca.

(c) Amendment: Webnames.ca may amend this Agreement from time to time effective immediately by posting the amended Agreement on the Webnames.ca website. Webnames.ca’s employees do not have authority to amend this Agreement, except as set forth above. By continuing to participate in the Program after this Agreement has been amended, You signify Your acceptance and agreement, without limitation or qualification, to be bound by the amended Agreement. If You do not agree with each provision of the amended Agreement, then You may not continue to participate in the Program. You may not change, supplement or amend this Agreement in any manner.

1.1 Definitions: In this Agreement:

(a) Definitions: In this Agreement, the following terms have the following meanings, and all other capitalized terms have the meaning ascribed elsewhere in this Agreement or in the Webnames.ca Terms of Use and Services Agreement (available by clicking here):

(b) “Accounts” means Your Webnames accounts or a Webnames account you are authorized to administer;

(c) “Administered Domain Name means a Domain Name registered through the Accounts and which You specify as subject to Corporate Services;

(d) “Client” means Your client or other person on whose behalf You manage an Administered Domain Name or who may own or have an interest in an Administered Domain Name;

(e) “Corporate Services” means the support, domain name management and other services provided by Us as described in this Agreement;

(f) “Users” means the individuals authorized by You to access and use Corporate Services on Your behalf;

(g) “Website” means Our website with a home page at www.webnames.ca; and

(h) “You” or “Your” refers to the Customer identified on as the Primary Webnames.ca Account Holder.

Other capitalized terms have the meaning ascribed in the Webnames.ca Terms of Use and Services Agreement.

2. Corporate Services and Other Services

2.1 Corporate Services: During the term of this Agreement and subject to the provisions of this Agreement, We will use reasonable commercial efforts to make the following services (the “Corporate Services”) available to You:

(a) Premium Corporate Support: We will provide You with remote (telephone or on-line) advice and assistance regarding the administration of Administered Domain Names in either French or English We will provide Premium Corporate Support only to Your Support Representatives (defined in paragraph 5.4 Support Representatives: You will designate not more than two (2) Users responsible for requesting Premium Support (the “Support Representatives”). You may change the Support Representatives from time to time upon written notice to Webnames.). Premium Corporate Support will be available seven days per week (excluding December 25th and January 1st) the during hours as indicated on the Website. After-hours emergency Premium Corporate Support requests may be made using the contact information provided to You by Your Account Manager. Requests for Premium Corporate Support during business hours may be made using the contact information indicated on the Website.

(b) Account Tools: We will provide You with access to and use of various on-line tools (the “Account Tools”) to manage Your Accounts and the Administered Domain Names. Additional Services: We will provide You with such additional services as agreed to by the parties from time to time.

(c) Premium Support Guarantee: We will use reasonable commercial efforts to respond to Your initial support requests within six business hours after Your request is received by Us, and We guarantee that We will respond to each support request within one business day after We receive Your request (the “First Response Guarantee”).

(d) Your Remedy: If We fail to meet the First Response Guarantee and the delay in responding causes material inconvenience to You, then upon written notice by You within 15 days after the date of the support request We will provide You with a complete credit (the “Credit”) against all fees payable by You to Us in connection with the transaction that was the subject of the support request, provided that the total aggregate amount of Credits issued pursuant to this Agreement will not exceed $1000. Credits (if any) issued under this paragraph are Your sole and exclusive remedy for Our breach of the First Response Guarantee.

2.2 Restrictions and Requirements: Corporate Services are provided subject to the following:

(a) Domain Names: Corporate Services only apply to Administered Domain Names. Corporate Services will not apply to a Domain Name if the registration expires or is transferred to another domain name registrar.

(b) Premium Support does not include on-site at Your facilities or support relating to computer software, hardware or services not provided by Us.

2.3 Changes: We may in Our discretion from time to time change Corporate Services effective immediately by posting a notice of the changes on the Website.

3. Pricing and Payment Options

3.1 Pricing: During the term of this Agreement and subject to the provisions of this Agreement, Your pricing will be made available to you from within your Webnames account.

3.2 Billing and Payment Options: During the term of this Agreement and subject to the provisions of this Agreement, You may pay fees and taxes for Domain Name registrations, renewals and other services provided by Us using one or more alternative billing and payment options as set forth on the Website and as agreed to by the parties from time to time (the “Payment Options”).

(a) Pre-Payments: A minimum initial deposit, as well as ongoing pre-paid balance to Your account of at least 10% of estimated monthly transaction value is required. Pre-payments to Your account may be made via wire transfer, cheque, EFT, E-Transfer or credit card. Initial deposit is held without interest until the termination or cancellation of this Agreement. Any unused pre-paid balance, including initial deposit, is refundable to You upon termination or cancellation of this Agreement. Your pre-paid account balance must be sufficient to cover the costs of requested transactions. Requested transactions cannot be completed via credit card, or any other method of payment, and will not be completed on credit.

(b) Post-Payments: In order to qualify for Post-Payments, You must submit to a credit check. Approval for Post-Payments will be at the sole discretion of Webnames.ca, and may require You to maintain a security deposit. Summary Invoices are generated and dated for the first of each month for transactions completed during the preceding month. The Summary Invoices are delivered to You by e-mail along with summary reports within 10 days from date of Summary Invoice. Where requested, printed invoices and summary reports may be mailed to You. Payment is due within 30 days from date of Summary Invoice. An overdue charge of 2 percent per month applies on any outstanding balances. Post-Payments to Your account may be made via wire transfer, cheque, EFT, E-Transfer or credit card. In the case where You provide a credit card, You will hereby authorize Webnames.ca to charge for the full due amount of Summary Invoice on the first of each month. If a security deposit was initially provided, it will be withdrawn against to pay for Summary Invoices which are 61 or more days past due. In cases where a security deposit was not provided, should a Summary Invoice become more than 61 days past due, Webnames.ca Inc. may, at Our sole discretion, disable Your ability to perform further transactions via a Post-Payment method. Your security deposit balance, if any, is held without interest until the termination or cancellation of this Agreement.

Billing and Payment Options

3.3 Changes: We may in Our discretion change the Pricing and the Payment Options on Your current Products and Services with thirty (30) days prior notice to You. Pricing changes for other Products and Services may be made from time to time and be made available to you from within your Webnames account.

4. Term, Fees/Payments

4.1 Initial Term and Renewal Terms: The initial term of this Agreement will commence on the Effective Date and remain in full force and effect for a period of two years, unless terminated earlier pursuant to this Agreement (the “Initial Term”). This Agreement will automatically renew for additional one-year periods (each a “Renewal Term”) unless terminated earlier by either party pursuant to this Agreement or unless either party gives notice of non-renewal to the other party by not less than thirty (30) days prior to the expiry of the Initial Term or the then-current Renewal Term. For purposes of this Agreement, the Initial Term and each Renewal Term are referred to collectively as the “Term”.

4.2 Fees: You will pay to Us the annual fees for Corporate Services (the “Annual Fees”), as specified in the Cover Page and as amended from time to time by Us in accordance with this Agreement, plus all applicable taxes. At the beginning of the Initial Term and each Renewal Term, We will invoice and collect payment for the Annual Fees and applicable taxes for the entire Initial Term or Renewal Term (as applicable) in accordance with the payment instructions set forth in the Cover Page. Annual Fees and applicable taxes are payable in advance and, except as set forth in paragraph 7.2, are not refundable under any circumstances (including termination of this Agreement). We may in Our discretion change the Annual Fees on thirty (30) days prior notice to You, except that changes will not be effective until the next Renewal Term.

5. Your Obligations

5.1 Representations: You represent and warrant that now and at all times during the Term: (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, including without limitation Clients, and the right and full power and authority under all applicable laws to use Corporate Services and provide instructions to Us regarding the registration, transfer and renewal of Administered Domain Names.

5.2 Clients: If You use Corporate Services on behalf of or for the benefit of a Client, You will ensure that You have all requisite authorities and approvals from the Client to request and authorize Us to perform the requested services and to bind the Client to this Agreement and all applicable Other Agreements.

5.3 Domain Names: You are solely responsible and liable for obtaining and maintaining the registrations and renewals of the Administered Domain Names.

5.4 Support Representatives: You will designate not more than two (2) Users responsible for requesting Premium Support (the “Support Representatives”). You may change the Support Representatives from time to time upon written notice to Webnames.

5.5 Your Responsibility: You are fully responsible and liable for Users’ use of Corporate Services and all acts and omissions by Users. You will ensure that all use of Corporate Services by Users complies with all applicable laws, this Agreement and the Other Agreements, and does not infringe the rights of other persons.

5.6 Access to Accounts: Should you choose to provide Webnames with access to accounts held by You at other service providers, You acknowledge that the Webnames Group will have access to data in the accounts, and You indemnify and hold harmless the Webnames Group with regards to all activities associated with such access.

5.7 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.

6. Disclaimers/Liability Exclusions and Limitation

6.1 MASTER AGREEMENT: THE DISCLAIMERS, LIABILITY EXCLUSIONS AND LIMITATIONS, AND RELEASES SET FORTH IN THE MASTER AGREEMENT APPLY TO CORPORATE SERVICES, THIS AGREEMENT, AND ALL RELATED MATTERS.

6.2 SPECIFIC DISCLAIMER: WITHOUT LIMITING THE GENERALITY OF PARAGRAPH, 6.1, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND EXCEPT FOR THE “FIRST RESPONSE GUARANTEE” SET FORTH IN PARAGRAPH 2.2(A), CORPORATE SERVICES ARE PROVIDED ON AN “AS IS” 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.

7. Termination and Suspension

7.1 Termination by You: You may terminate this Agreement at any time for Your sole convenience immediately upon delivery of written notice to Us. Annual Fees paid before termination are not refundable.

7.2 Termination by Us: We may terminate this Agreement at any time for Our sole convenience upon thirty (30) days’ notice to You. We may terminate this Agreement for cause immediately upon delivery of notice of termination to You if You breach this Agreement and have 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. If We terminate this Agreement for its convenience, We will refund to You any unused portion of pre-paid Annual Fees. If We terminate this Agreement for cause, We will not refund any pre-paid Annual Fees.

7.3 Consequences of Termination/Expiration: If this Agreement expires or is terminated for any reason whatsoever: (a) You and Users will no longer use Corporate Services; and (b) You will immediately pay all fees accrued up to the date of termination and applicable taxes without any right of deduction or setoff;

7.4 Survival: Notwithstanding anything herein to the contrary, 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: Articles 1.2.

7.5 Suspension: We may in Our discretion, and in addition to all other remedies, immediately suspend providing Corporate Services without any prior notice or liability to You or any other person if: (a) You or any User breaches this Agreement or the Master Agreement; or (b) You fail to make any payment when due.

8. General

8.1 Counterparts and Execution: This Agreement (including the Cover Page) may be executed in one or more counterparts, which may be delivered by facsimile transmission or electronically in PDF or similar secure format, and each counterpart when executed and delivered will be deemed an original, and all such counterparts will together constitute one and the same document.

8.2 Complete Agreement: This Agreement (including the Cover Page) and the Master Agreement together set forth the entire agreement of the parties with respect to Corporate Services and related matters, and supersede any and all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them the parties respect to Corporate Services and related matters. This Agreement may be modified only by a written instrument signed by the parties or their successors or permitted assigns.

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