Domain Name Lease Terms and Conditions

1. Introduction

1.1 This Agreement: This binding Domain Name Lease Agreement (“Agreement“) is made between the individual identified in the Business Details as the owner of the Domain Name (“Owner“) and the individual identified as the Lessee of the Domain Name (“Lessee“), as agreed to using the online procedures available through the Leasing.my Domain Name Marketplace. The terms “Owner” and “Lessee” collectively refer to the “Parties” and individually as a “Party“.

1.2 Key Definitions: In this Agreement, capitalized words have the following meanings: “Business Details” refers to the business details expressly agreed upon by the Parties using the online procedures available through the Leasing.my Domain Name Marketplace, as amended in accordance with this Agreement; “Domain Name” refers to the internet domain name identified in the Business Details; “Effective Date” refers to the date this Agreement becomes effective, as specified in the Business Details; “Email Address” refers to an email address that includes the Domain Name; “Intended Purpose” refers to the purpose for which Lessee will use the Domain Name, as described in the Business Details; “IP Rights” refers to all intellectual property rights (including trademark and copyright), registered or registrable, currently or in the future in force throughout all or any part of the world; “Lessee’s Website” refers to a website solely owned and controlled by Lessee; “Service Provider” refers to the service provider appointed by Owner in accordance with this Agreement; and “Term” refers to the duration of this Agreement.

1.3 Business Details: The Parties acknowledge that after entering into this Agreement, a copy of these Terms and Conditions with the Business Details added to the table at the top of the document will be delivered or otherwise made available to the Parties by the Leasing.my Domain Name Marketplace.

1.4 Electronic Contracting: The Parties acknowledge that this Lease Agreement is made through online, electronic processes available through the Leasing.my Domain Name Marketplace, and that no further action or formality (such as a signed paper contract) is required for this Lease Agreement to be valid and binding on the Parties.

2. License and Usage of Domain Name

2.1 License: In accordance with the terms and conditions of this Agreement, the Owner hereby grants the Lessee an exclusive, limited license to use the Domain Name during the Term of the Agreement (the “License”). The License is exclusive to the Lessee and cannot be sublicensed, transferred, or assigned, except as specifically provided in section 12.5. The License is limited to the use of the Domain Name as an internet domain name in accordance with the provisions of this Agreement and does not include any authorization or license to use any trademark or other intellectual property rights relating to the Domain Name.

2.2 Lessee’s Website/Email Addresses/Acceptable Use: The Lessee shall use the Domain Name solely for identifying and resolving to the Lessee’s Website and for use in Email Addresses, and for no other purpose whatsoever. Throughout the Term of the Agreement, the Lessee shall ensure that their Website, including all information and content available on or through it, is used only for the Intended Purpose and not for any other purpose. The Email Addresses shall be used by the Lessee and their employees exclusively in connection with the Intended Purpose and not by any other person or for any other purpose whatsoever. The Lessee shall not use, or authorize or permit any other person to use, the Domain Name, Lessee’s Website or Email Addresses in any way or for any purpose that violates the Service Provider’s Acceptable Use Policy established and revised by the Service Provider from time to time. The Acceptable Use Policy can be found on the Service Provider’s website.

2.3 Compliance with Laws: The Lessee shall at all times comply with all applicable laws in all relevant jurisdictions (including all laws relating to intellectual property rights, domain names and cybersquatting, personal information and data protection, consumer protection, business practices, advertising and marketing, commercial electronic messages, and spam) with respect to their Website, including all information and other content available on or through it, and each email sent using an Email Address.

2.4 Protection of Third Party Rights: The Lessee shall ensure that their use of the Domain Name, Website (including all information and other content available on or through it), and each email sent using an Email Address does not infringe, violate or misappropriate any rights (including intellectual property rights, privacy rights, and personality rights) of any person.

2.5 Compliance with Domain Name Registration Agreements and Policies: The Lessee shall ensure that their use of the Domain Name at all times complies with all agreements, terms of service and policies (including acceptable use policies and domain name dispute resolution policies) that govern the registration and use of the Domain Name, as specified by the applicable domain name registry authority (e.g. ICANN) or the domain name registrar (e.g. Uniregistry or GoDaddy) for the Domain Name. The Lessee acknowledges that copies of the applicable agreements, terms of service, and policies are available on the websites of the relevant domain name registry authority and domain name registrar.

2.6 Suspension Event: In the event of a Suspension Event, notwithstanding any other provision of this Agreement, Owner may immediately suspend or cause Service Partner to suspend Lessee’s use of the Domain Name by changing the Domain Name’s Name Server addresses. The Domain Name will resolve to a “Temporarily Out of Service” web page until Lessee remedies the breach of this Agreement or otherwise resolves the circumstances that are the basis for the Suspension Event. A “Suspension Event” refers to any of the following: (a) Lessee fails to make any payment when due under this Agreement and fails to cure the breach (by making the required payment) within seven (7) days after receipt of notice of the breach from Owner; (b) Lessee breaches any of the provisions of sections 2.2, 2.3, 2.4, 2.5, 5.5, or 12.5 and fails to cure the breach within seven (7) days after receipt of notice of the breach from Owner; or (c) there is a threatened or actual Domain Name Proceeding (as defined in section 7.3(a)).

3. Domain Name Registration and Escrow Services

3.1 Registration: The Owner is responsible for paying all registration fees for the Domain Name throughout the Term. The Owner has the discretion to choose, and may change from time to time, the domain name registrar for the Domain Name, subject to section 3.3.

3.2 WHOIS and DNS Records

a. Name Servers and MX Records: The Owner will use commercially reasonable efforts to promptly change (or instruct the Service Provider to change) the Name Server addresses and MX Records for the Domain Name to the addresses and host names specified in writing by the Lessee, upon written request. The Lessee may request up to five (5) changes to Name Server addresses and MX Records during each year without additional charge. Any additional change to Name Server addresses and MX Records during a year will be subject to a $100 service fee for each change.

b. General: The Owner has the discretion to determine the information that will be included in the WHOIS information and DNS Records for the Domain Name, including the name and contact information of the registered owner, the administrative contact, and the technical contact of the Domain Name. Each of these contacts may be the name and contact information of the Owner or Owner’s nominee or a privacy service, subject to section 3.3.

3.3 Escrow: Within ten (10) days after the Effective Date, the Owner will cause the Domain Name to be held in a domain name registry account controlled by the Service Provider, so that the Service Provider has control over the Domain System records, including Name Server addresses and MX Records, for the Domain Name.

3.4 Transfer of Ownership of the Domain Name by the Owner: The Owner may transfer and assign sole beneficial ownership of the Domain Name to any person (the “New Owner”) without the Lessee’s consent, provided that the Owner assigns this Agreement to the New Owner and the New Owner agrees in writing to accept Owner’s assignment of this Agreement and to be bound by this Agreement. The Owner will notify the Lessee promptly after the transfer and assignment are completed. After Owner gives that notice to Lessee, Owner will no longer have any obligations or liabilities under this Agreement and will not be responsible or liable to Lessee for any acts, omissions or liabilities by or on behalf of the New Owner.

4. Understanding Fees, Taxes, and Payment Methods

4.1 Monthly Fee: The Lessee agrees to pay the Owner the Monthly Fee in consideration for the License during the Term. The Business Details shall set out the Monthly Fee effective as of the Effective Date. The Lessee shall pay for the initial stub period on the Effective Date, prorated based on a 30-day month. The Monthly Fee shall automatically increase by four and eight-tenths percent (4.8%) on each anniversary of the Effective Date.

4.2 Taxes: The Monthly Fee and any other amounts payable under this Agreement do not include any Taxes. The Lessee shall be solely responsible and liable for paying promptly all Taxes associated with, based on, or due as a result of the Monthly Fee and other amounts payable under this Agreement, except as expressly set out in this Lease Agreement (including section 4.4(b)). Upon request by the Owner, the Lessee shall pay all Taxes that the Owner is required by law to collect from the Lessee or to remit to a governmental authority on behalf of the Lessee, including Canadian GST/HST. The term “Canadian GST/HST” shall mean a tax payable under Part IX of the Excise Tax Act (Canada) and any equivalent statute, as amended or replaced from time to time. The term “Tax” shall mean any federal, state, provincial, or municipal sales, use, value-added, property, excise, import, foreign, withholding, or other governmental tax, duty, charge, levy, fee, excise, tariff, or assessment of any nature whatsoever, now or hereafter imposed by any governmental authority, including any interest, additions to tax, or penalties applicable thereto.

4.3 Payments: The Lessee shall pay the Monthly Fee and all applicable Taxes charged by the Owner in advance on or before the first day of each month during the Term. In the event of any breach by the Lessee of this Agreement by failing to pay the Monthly Fee and all applicable Taxes charged by the Owner when due, on written notice from the Owner, the Lessee shall be required to pay Monthly Fees plus applicable Taxes charged by the Owner in advance for each three (3) month period during the Term. The Lessee shall make all payments using the commercially reasonable payment method specified by or on behalf of the Owner from time to time, and shall be solely responsible and liable for all related payment or transaction fees (including currency conversion fees). An amount shall be deemed not paid by the Lessee unless and until immediately cleared funds have been unconditionally deposited to the designated bank account free and clear of all restrictions. All amounts specified in this Agreement are in U.S. currency and are payable in U.S. currency. In case of late payments, the Lessee shall be subject to a penalty fee of $50, which shall be applied if the Lessee’s account has an unpaid lease fee as at 11:59 PM PST on the 3rd day of the month. Certain payments made by the Lessee under this Agreement may be refundable in accordance with the Service Provider’s Refund Policy. The Owner (or the Service Provider on behalf of the Owner) shall not be obligated to issue invoices for payments made by the Lessee under this Agreement, and the absence of an invoice, notice, or demand shall not relieve the Lessee of the obligation to timely pay all amounts due and owing under this Agreement.

4.4 Withholdings:

a. General: All amounts payable to Owner under this Agreement, except to the extent required by applicable law or otherwise expressly stated in this Agreement, shall be paid in full without any deduction or withholding, whether on account of Tax or otherwise. If Lessee is required by law to make a payment with deductions or withholdings, Lessee will pay an additional amount (the “Gross-Up Amount”) to ensure that the actual amount received by Owner after deductions and withholdings, and after payment of any additional Taxes or charges due as a result of the Gross-Up Amount, is equal to the amount that would have been received by Owner if no deductions or withholdings were required.

b. Canadian and U.S. Withholdings: Owner may, at its discretion, remit or instruct the Service Provider to withhold and remit to the relevant government authority any amounts deemed appropriate on account of Canadian Withholding Tax or U.S. Withholding Tax applicable to Lessee’s payments of the Monthly Fee (collectively “Tax Remittances”). Lessee may obtain information about Tax Remittances from Service Provider or Owner. If Owner or Service Provider makes a Tax Remittance, Lessee will not be required to pay a Gross-Up Amount with respect to the Tax Remittance. Lessee will take into account the Tax Remittance when determining whether or not Lessee is required by applicable law to make a deduction or withholding from an amount payable to Owner under this Agreement. In this Agreement: (1) “Canadian Withholding Tax” means any amount required to be withheld or deducted from a payment under Part XIII of the Canadian Income Tax Act, as amended or replaced from time to time; and (2) “U.S. Withholding Tax” means any amount required to be withheld or deducted from a payment under the US Internal Revenue Code of 1986, Subtitle A, Chapter 3, as amended or replaced from time to time.

4.5 Tax Residence: Lessee represents and warrants that their sole residence for Tax purposes is the country in which their postal address, as set out in the Business Details, is located. Owner will rely on this information to determine whether or not to make, or direct the Service Provider to make, a Tax Remittance or charge and collect a Tax from Lessee. Lessee must immediately inform Owner and the Service Provider of any changes to their Tax residence.

4.6 Application Fee: Lessee agrees and acknowledges that any application fee paid for the license to use the domain name is non-refundable. This condition is applicable regardless of the outcome of the license application.

5. Other Matters

5.1 Service Provider:

a. General: During the Term, the Owner will appoint a designated Service Provider to manage the registration of the Domain Name, receive payments on behalf of the Owner under this Agreement, and provide other services to assist the Owner in administering this Agreement. In the event that the Owner’s arrangement with the Service Provider is terminated for any reason, the Owner will promptly notify the Lessee and make commercially reasonable efforts to appoint a replacement Service Provider. Until a replacement Service Provider is appointed, the Lessee will make all payments directly to the Owner. Effective immediately, the Owner designates Reinvent, Inc. (“Venture.com”) as the Service Provider.

b. Details: Unless otherwise directed in writing by the Owner, the Service Provider may provide notices to the Lessee on the Owner’s behalf, including via email to the Lessee’s current email address on file with the Service Provider. The Lessee shall make all payments, including Monthly Fees and related Taxes, to the Service Provider using the payment processes prescribed by the Service Provider. The Lessee shall also comply with the terms of service and other agreements governing the Lessee’s dealings with the Service Provider.

5.2 Technical Requirements: The Lessee shall be fully responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment, software, and services required for the Lessee’s use of the Domain Name, including the creation and use of the Lessee’s Website and Email Addresses.

5.3 Responsibility: The Lessee shall be fully responsible and liable for the Lessee’s Website, including all information and content available on or through the Website, and the use of any Email Addresses, including the content of all emails sent or received using any Email Address. This responsibility and liability shall be solely between the Parties.

5.4 Information/Inspection: Upon request by the Owner or Service Provider, the Lessee shall promptly provide accurate, current, and complete information and documents related to the Lessee’s use of the Domain Name, Website, and Email Accounts. The Lessee shall also permit the Owner to access and review all parts of the Lessee’s Website to verify compliance with this Agreement.

5.5 Lessee’s Successors/Assigns/Licensees: The Lessee shall ensure that all successors, permitted assigns, and licensees comply with the obligations under this Agreement during and after the Term.

5.6 Sale of Lessee’s Businesses: In the event that the Lessee transfers and assigns sole ownership and control over the Website, Email Accounts, and all associated assets in connection with the use of the Domain Name to another person (the “New Lessee”), the Lessee may assign this Agreement to the New Lessee, provided that the New Lessee agrees in writing to accept the assignment and be bound by this Agreement. The Lessee shall promptly notify the Owner of any assignment made pursuant to this section. Regardless of the assignment, the Lessee shall remain fully responsible and liable to the Owner for any acts, omissions, and liabilities by or on behalf of the New Lessee and any breach of this Agreement by the New Lessee, unless otherwise agreed to in writing by the Owner.

6. Proprietary Rights

6.1 Ownership of Lessee’s Website: Lessee shall be the sole owner of all right, title, and interest in Lessee’s Website and all related IP Rights, subject to section 6.3. This Agreement and any actions taken pursuant to it do not give Owner any right, title, or interest in Lessee’s Website or any related IP Rights. This section 6.1 does not apply to the Domain Name or any related IP Rights that may be used in Lessee’s Website.

6.2 Lessee’s Pre-Existing Trademark Rights: Lessee’s rights in any registered trademark obtained before the Effective Date of this Agreement shall not be adversely affected or impaired by this Agreement or any actions taken pursuant to it.

6.3 Ownership of Domain Name and Related Trademarks: Owner is and shall remain the sole owner of all right, title, and interest in the Domain Name and all related IP Rights. Lessee and any other person shall not have any right, title, or interest in the Domain Name or any related IP Rights, or the right to purchase or otherwise acquire any interest in them. Lessee shall not contest or challenge the ownership of the Domain Name and all related IP Rights by Owner or its successors, assigns, and licensees. Lessee shall not take any action that could adversely affect or impair the ability of Owner or its successors, assigns, and licensees to maintain, protect, and enforce their ownership and rights in the Domain Name and all related IP Rights. Lessee shall not assert, register, or attempt to acquire any rights (including IP Rights) in the Domain Name or any trademark that incorporates or is derived from the Domain Name or that is confusingly similar to the Domain Name anywhere in the world. Lessee shall not grant, assign, or transfer any interest (including any lien or other security interest) in the Domain Name or any related IP Rights to any person. Lessee shall not assist, permit, or encourage any other person to do any of the foregoing.

6.4 Use of Domain Name After Term: After the Term, Owner and its successors, assigns, and licensees may use the Domain Name and any similar domain names, as well as all related trademarks and other IP Rights, for any purpose, including in association with any website, business, product, or service that is competitive with or a substitute for any website, business, product, or service of Lessee or its successors, assigns, and licensees. This provision applies notwithstanding any confusion or likelihood of confusion with any domain name or trademark (whether registered or unregistered) adopted or used by Lessee or any of Lessee’s successors, assigns, or licensees.

6.5 No Claim for Enhanced Value of Domain Name: Lessee is not entitled to any compensation, remuneration, reimbursement, or other payment in respect of any enhancement or improvement to the value of the Domain Name or any related trademark or other IP Rights resulting from Lessee’s use of the Domain Name pursuant to this Agreement.

6.6 Reservation of Rights: Owner reserves all rights not expressly granted under this Agreement.

7. Claims, Proceedings and Indemnity

7.1 Claims/Proceedings by Lessee: The Lessee must obtain the express prior written consent of the Owner before making, commencing, maintaining or assigning against any person any allegation, claim, complaint, counter-claim, demand, dispute, action, suit or proceeding of any nature or kind whatsoever that is based on or relates to the Domain Name or any related IP Rights, the License or Lessee’s use of the Domain Name.

7.2 Notice and Documents: The Lessee must immediately notify the Owner if it becomes aware of any threatened or actual action, suit, assessment or proceeding in any court or before any tribunal, including a Domain Name Proceeding (defined in section 7.3(a)), arising from, connected with or relating to the Domain Name, Lessee’s Website or any Email Address (including any allegation, claim, complaint, demand or dispute regarding any information or content available on or through Lessee’s Website or any email messages sent or received using an Email Address) and must provide the Owner with all documents, including correspondence (including emails) and pleadings, relating to the threatened or actual action, suit, assessment or proceeding received by the Lessee.

7.3 Control Over Defence of Domain Name Proceedings:

a. Definition: In this Agreement, “Domain Name Proceeding” means any threatened or actual action, suit or proceeding in any court or before any tribunal (including an arbitration-like proceeding pursuant to a dispute resolution policy [e.g. the Uniform Domain-Name Dispute-Resolution Policy] established by a domain name registry authority) commenced by any person against any or all of Owner, Lessee and Service Provider that either: includes a claim or allegation that the registration or use of the Domain Name infringes any person’s rights (including IP Rights) or is otherwise invalid or unlawful; or seeks any order or remedy that might affect Owner’s ownership of and control over the Domain Name (including an order canceling the registration of the Domain Name or transferring registered ownership of the Domain Name to another person).

b. Control of Defence/Settlement by Owner: Notwithstanding section 7.4, the Owner has the right, but not the obligation, to control the defence and settlement of any Domain Name Proceeding. If the Owner, in its discretion, decides to control the defence and settlement of a Domain Name Proceeding, then:

• • The Owner will determine whether and how to defend, settle or otherwise resolve the Domain Name Proceeding (including by settlement or default), all without any liability to the Lessee or any other person.
  • At the Owner’s request, the Lessee will fully cooperate with and assist the Owner regarding the investigation, defence and settlement of the Domain Name Proceeding, including by providing documents, information and evidence.
  • The Lessee will fully pay all costs of defending the Domain Name Proceeding pursuant to section 7.4 and subject to section 7.5.

c. Control of Defence/Settlement by Lessee: Subject to section 7.5, if the Owner, in its discretion, gives notice to the Lessee that it does not intend to control the defence and settlement of a Domain Name Proceeding, then the Lessee will diligently defend the Domain Name Proceeding using competent and experienced legal counsel approved by the Owner, provided that the Lessee will not settle or otherwise resolve the Domain Name Proceeding without the Owner’s express, prior written consent, except this section 7.3(c) will not apply if the Lessee terminates this Agreement pursuant to section 10.2.

7.4 Indemnification: During and after the Term, at the request of the Owner, the Lessee shall defend, indemnify, and hold harmless the Owner, its personnel, and representatives from any and all claims, complaints, demands, disputes, actions, suits, assessments, and proceedings (including any Domain Name Proceeding) brought by any third party, including a governmental authority, and all related expenses, obligations, and liabilities (including legal fees, disbursements, damages, administrative monetary penalties, financial sanctions, settlement payments, expenses, and costs, including lawyer’s fees) arising from or related to the following: Lessee’s use of the Domain Name, including Lessee’s Website and Email Addresses; any breach of this Agreement by Lessee; or any act or omission (including any misrepresentation) by Lessee, its personnel, representatives, or any other person for whom Lessee is responsible under this Agreement or applicable law. Lessee shall control the defense and settlement of such claims, provided that Lessee will not settle any such claim without the express prior written consent of Owner, which shall not be unreasonably withheld. Notwithstanding the foregoing, Owner and its personnel and representatives retain the right to participate in the defense and settlement negotiations of any such claim, with their own legal counsel, at their sole cost and expense.

7.5 Exclusions: Sections 7.3(c) and 7.4 do not apply to a claim, complaint, demand, dispute, action, suit, assessment, or proceeding if and to the extent that it is based solely on events that occurred prior to the Effective Date, or is a direct result of a deliberate wrongful act by Owner that Owner intended and knew would result in direct harm to Lessee or another person. However, a finding in a Domain Name Proceeding that Owner or Service Provider registered the Domain Name in “bad faith” does not constitute a finding that Owner committed a deliberate wrongful act for the purposes of this section 7.5.

7.6 Compensation for Loss of Domain Name:

a. General: If the Owner ceases to be the sole beneficial owner of the Domain Name due to an order or other remedy (including an order canceling the registration of the Domain Name or transferring registered ownership of the Domain Name to a person other than Owner or the Service Provider) made or granted in a Domain Name Proceeding, then the Lessee shall compensate the Owner by paying the Compensation Payment promptly.

b. Compensation Payment: The “Compensation Payment” is an amount equal to the then-current Monthly Fee multiplied by two hundred and fifty (250). For example, if the Monthly Fee is $4,000, then the Compensation Payment would be $1 million. Lessee acknowledges that the Compensation Payment represents the fair market value of the Domain Name and is a genuine pre-estimate of reasonable compensation to Owner for the loss of ownership of the Domain Name, and constitutes liquidated damages and not a penalty.

c. Exception: Section 7.6(a) does not apply if the order or other remedy is based solely on events that occurred prior to the Effective Date, or is a direct result of a deliberate wrongful act by Owner that Owner intended and knew would result in direct harm to another person. However, a finding in a Domain Name Proceeding that Owner or the Service Provider registered the Domain Name in “bad faith” does not constitute a finding that Owner committed a deliberate wrongful act for the purposes of this section 7.6(c).

8. Warranties and Disclaimers

8.1 Owner’s Representations: The Owner hereby represents and warrants that they have all necessary power, capacity, authority, and approvals to enter into this Agreement and to perform all of their obligations under this Agreement. The Owner further represents and warrants that, except as expressly set out in this Agreement, they are and will remain the sole beneficial owner of the Domain Name throughout the Term and, as of the Effective Date, they have no actual knowledge of any threatened or actual Domain Name Proceeding.

8.2 Lessee’s Representations: The Lessee hereby represents and warrants that they have all necessary power, capacity, authority, and approvals to enter into this Agreement and to perform all of their obligations under this Agreement. The Lessee further represents and warrants that all information and documents provided by them to the Owner and the Service Provider are true, accurate, current, and complete. Except as expressly set out in this Agreement, the Lessee is and will remain the sole owner and operator of their Website throughout the Term and has and will retain full control over all Email Addresses throughout the Term. As of the Effective Date, the Lessee has no actual knowledge of any threatened or actual claim, demand, action, suit or proceeding regarding their Website (including information and content available on or through their Website) or any of their business, products, or services.

8.3 GENERAL DISCLAIMER: The representations and warranties expressly set out in this Agreement replace all other representations, warranties, conditions, and guarantees implied by law. Except for the representations and warranties expressly set out in this Agreement, each party disclaims any and all representations, warranties, conditions, and 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, to the maximum extent permitted by law.

8.4 DOMAIN NAME DISCLAIMER: The Lessee uses the Domain Name at their own risk. To the maximum extent permitted by applicable law, the Domain Name is made available for use pursuant to the license on an “as is”, “as available” and “with all faults” basis, 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 fitness for a particular purpose, merchantability, non-infringement, title, performance, or results. The Owner disclaims all such representations, warranties, conditions, or guarantees to the maximum extent permitted by applicable law. Without limiting the generality of the foregoing, the Lessee is solely responsible and liable for the selection and use of the Domain Name to achieve their desired results, and the Owner does not make or give any representation, warranty, condition or guarantee that the Domain Name will meet the Lessee’s requirements or that their use of the Domain Name will achieve any specific results.

8.5 LEGAL COMPLIANCE/NON-INFRINGEMENT DISCLAIMER: The Lessee acknowledges and agrees that they are solely responsible and liable for conducting all necessary inquiries and investigations to ensure that their use of the domain name, website, and email addresses do not violate any applicable law or infringe on the rights of any person in any relevant jurisdiction. Such legal compliance includes but is not limited to trademark clearance searches, tax and other legal due diligence, and obtaining appropriate professional advice, including legal and tax advice. The Lessee further acknowledges that they are responsible for complying with all obligations to withhold, remit, or pay all applicable taxes.

The Owner makes no representation, warranty, condition or guarantee regarding any of those matters.

8.6 DNS SYSTEM DISCLAIMER: The Lessee acknowledges and agrees that the use of the domain name is subject to the operation of the DNS system and inherent limitations, delays, and other problems associated with the DNS system. The Lessee also acknowledges that the rules regarding the DNS system are subject to change from time to time, and such changes may affect the domain name and the Lessee’s use of the domain name.

The Owner is not responsible or liable for the operation of the DNS system or any related problems, including any changes to the rules regarding the DNS system or the consequences of those changes.

9. Liability Exclusions/Limitations and Risk

9.1 Exclusion/Limitation of Liability: The following provisions apply to the maximum extent permitted by applicable law, and notwithstanding any other provision of this Agreement except Section 9.2:

a. Exclusions: The liability of each party to the other party arising from or related to this Agreement, the Domain Name or any related matter, including the use or inability to use the Domain Name, is limited to direct damages suffered by the other party only. Under no circumstances will either party be liable to the other party for any indirect, incidental, consequential, special, punitive, or exemplary loss or damage, or any loss of data, information, business, markets, savings, income, profits, use, production, or goodwill, anticipated or otherwise.

b. Limitations: Owner’s total aggregate liability to Lessee arising from or related to this Agreement, the Domain Name or any related matter, including the use or inability to use the Domain Name, will not exceed the total amount of fees actually paid by Lessee to Owner during the three (3) months immediately prior to the date on which the liability arose. Lessee’s total aggregate liability to Owner arising from or related to this Agreement, the Domain Name or any related matter, including the use or inability to use the Domain Name, will not exceed the amount of the compensation payment calculated as of the date on which the liability arose.

c. Application: This Section 9.1 applies to liability under any theory of law, including contract, tort, strict liability, and statutory liability, regardless of any negligence or other fault or wrongdoing by the liable party or any person for whom the liable party is responsible, even if other remedies are not available or do not adequately compensate for the loss or damage. This Section 9.1 also applies even if the liable party knows or ought to have known of the possibility of the potential loss or damage being incurred and regardless of whether or not the loss or damage was foreseeable.

9.2 Exceptions: Section 9.1 shall not apply to the following: a party’s liability for breach of any of Sections 2, 6.3, and 7; a party’s liabilities and obligations under any of Sections 4 and 7.4; or a party’s liability for fraud or a deliberate wrongful act by or on behalf of the party that the party intended and knew would result in direct harm to the other party. Any such exceptions shall be governed by the provisions of this Agreement.

9.3 Service Provider: The Service Provider is not a party to this Agreement and has no obligation to either party under this Agreement. The Service Provider is not responsible or liable for any act or omission (including any misrepresentation or breach of this Agreement) by either party to this Agreement. The Service Provider shall not have any liability to either party for any act or omission by the Service Provider based on instructions (including instructions to suspend or terminate the Lessee’s use of the domain name) given by the Owner to the Service Provider. This Section 9.3 is for the benefit of the Service Provider, who is a third-party beneficiary of this Section 9.3, and the Service Provider is entitled to rely on and independently enforce this Section 9.3 for its own benefit. This Section 9.3 is a requirement of the Service Provider and cannot be amended by the parties without the express prior written consent of the Service Provider.

9.4 Acknowledgement: The allocation of risk set out in this Agreement (including in Sections 8 and 9) is an essential part of the bargain between the parties, a controlling factor in setting the fees payable by the Lessee for the license, and an inducement to the parties to enter into this Agreement.

10. Term and Termination

10.1 Term of Agreement: This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with section 10.

10.2 Termination by Lessee:

a. Convenience Termination: Lessee may terminate this Agreement for convenience upon providing Owner with notice of termination at any time after the first month of the Term. Such termination shall take effect immediately upon receipt of the notice by Owner. However, Lessee shall not be entitled to any refund for amounts paid to or for the benefit of Owner prior to the termination date. Lessee may provide the notice of termination to Owner using any applicable online functionality made available for this purpose by the Service Provider.

b. Termination for Cause: Lessee may terminate this Agreement for cause by delivering a termination notice to Owner if Owner breaches this Agreement and fails to remedy the breach within thirty (30) days of receiving a default notice from Lessee that identifies the breach and states Lessee’s intention to terminate the Agreement if the breach is not remedied within a thirty (30) day cure period.

10.3 Termination by Owner for Cause: Owner may terminate this Agreement for cause upon providing notice of termination to Lessee if any of the following events occur:

a. Failure to Make Payment: Lessee fails to make any payment when due under this Agreement and fails to remedy the breach (by making the required payment) within fourteen (14) days of receiving notice from Owner that identifies the breach and states Owner’s intention to terminate the Agreement if the breach is not remedied within a fourteen (14) day cure period.

b. Non-Payment Breach: Lessee breaches this Agreement (other than a payment breach which is governed by section 10.3(a)) and fails to remedy the breach within thirty (30) days of receiving a default notice from Owner that identifies the breach and states Owner’s intention to terminate the Agreement if the breach is not remedied within a thirty (30) day cure period.

c. Multiple Breaches: Owner has provided Lessee with three (3) or more notices of breach pursuant to sections 10.3(a) and 10.3(b) within any six (6) month period, irrespective of whether or not Lessee has remedied any or all of the breaches referenced in the notices.

10.4 Termination by Owner for Other Reasons: The Owner may terminate this Agreement at its discretion if any of the following circumstances occur: a Domain Name Dispute arises regarding the Domain Name; the Owner no longer remains the sole beneficial owner of the Domain Name due to factors beyond their control or due to a court, arbitrator, or administrative panel’s order or direction in a Domain Name Proceeding or any other legal proceeding; or any agreement, terms of service, or policy governing the registration or use of the Domain Name by the applicable domain name registry authority or registrar for the Domain Name prohibits the Lessee’s use of the Domain Name under this Agreement. It is important to note that the Owner may not terminate this Agreement for their convenience unless expressly provided for in this section 10.4.

10.5 Consequences of Termination: Upon termination of this Agreement for any reason, the License will automatically and immediately terminate, and the Lessee will no longer be authorized to use the Domain Name for any purpose or in any manner whatsoever. The Owner may also promptly change the Domain Name’s Name Server addresses and MX Records, thereby making the Domain Name inaccessible via the Lessee’s Website or email servers. Each Party will be responsible and liable for all of their obligations and liabilities that arose before the termination of this Agreement, and the Lessee must pay all amounts due and owing to the Owner under this Agreement immediately.

10.6 Survival: Despite any other provision in this Agreement, sections 4, 5.5, 6, 7, 8, 9, 10.5, 11, and 12, as well as all other provisions necessary for interpreting or enforcing those sections, will remain in full force and effect indefinitely after the expiration or termination of this Agreement and will bind the Parties.

11. Disputes

11.1 Dispute Resolution: In the event of any dispute, controversy, or claim arising out of or in relation to this Agreement (each, a “Dispute”), the Parties agree to follow the dispute resolution process outlined in this section 11.

11.2 Negotiation: If a Dispute arises, either Party may issue a written notice (a “Dispute Notice”) to the other Party requesting that the Parties attempt to resolve the Dispute through good faith negotiations. The Parties will then appoint authorized representatives to meet within seven (7) days of receipt of the Dispute Notice, either in person or via conference call, to discuss and attempt to resolve the Dispute. If the Dispute is not resolved within fifteen (15) days of the Dispute Notice, either Party may initiate arbitration as set forth in section 11.3. All communications made during the course of negotiations regarding a Dispute pursuant to this section 11.2 will be considered “without prejudice” and will not be admissible into evidence in arbitration or any other legal proceeding, unless the communication is in writing and explicitly identified as being made “with prejudice.”

11.3 Arbitration: If the Dispute is not resolved by negotiation under section 11.2, the Parties will submit to confidential binding arbitration administered by the International Centre for Dispute Resolution Canada (“ICDR Canada”) in accordance with its Canadian Arbitration Rules. The arbitration will be conducted with one arbitrator and will take place in Vancouver, British Columbia. The language used in the arbitration proceedings will be English. In the event that ICDR Canada is unavailable, the arbitration will proceed on an ad hoc basis in accordance with the Arbitration Act (British Columbia). The award rendered in the arbitration will be final and binding, and any judgment on the award may be entered in any court having jurisdiction to enforce it.

11.4 Litigation: Notwithstanding sections 11.2 and 11.3, either Party may seek preliminary or temporary injunctive relief or other remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia, to prevent irreparable harm or preserve the status quo. The Parties agree to submit to the exclusive jurisdiction of the Supreme Court of British Columbia in respect of any such matters that are not properly subject to arbitration pursuant to section 11.3.

11.5 Enforcement: Lessee acknowledges that sections 2, 6.3, and 7 of this Agreement are essential to Owner and that any breach or threatened breach of these sections by Lessee will result in irreparable harm, loss, and damage to Owner, which cannot be adequately compensated by monetary damages alone. If Lessee breaches or threatens to breach any of these sections and fails to remedy or avoid the breach immediately and expressly agree in writing to comply with this Agreement, then notwithstanding sections 11.2, 11.3, and 11.4, Owner may initiate legal proceedings against Lessee in the Supreme Court of British Columbia seeking judicial remedies, including restraining orders and injunctions, to prevent the breach or threatened breach. Lessee will not oppose the granting of such remedies.

12 General

12.1 Relationship: The parties to this agreement are independent contractors and nothing in this Agreement or arising from this Agreement will establish or imply a partnership, joint venture, agency, employment, or any other similar relationship between the Parties. Neither Party is authorized to make any representation or commitment, or create any obligation (express or implied), on behalf of the other Party.

12.2 Governing Law: This Agreement, its subject matter, and the resulting relationship between the Parties will be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada and the laws of Canada applicable in British Columbia. This excludes any laws that implement the United Nations Convention on Contracts for the International Sale of Goods, and any rules of private international law or the conflict of laws that would lead to the application of the laws of any other jurisdiction.

12.3 Notices: Unless otherwise stated in this Agreement, all notices pertaining to this Agreement must be in writing and delivered by email to the email address of a Party set out in the Business Details, or at other email addresses specified by the Party in a notice delivered to the other Party under this section 12.3. Each Party is responsible for ensuring that their email address and related email account are valid and effective throughout the term.

12.4 Amendments: This Agreement, including the Business Details, may only be amended by a written document, not by email, that expressly states that it is an amendment to this Agreement and is signed by both Parties or their respective successors or permitted assigns.

12.5 Assignment of Agreement: This Agreement, along with each Party’s rights and obligations, is personal to that Party and cannot be transferred or assigned without the express prior written consent of the other Party, except as stated in sections 3.4 and 5.6.

12.6 Miscellaneous: If a court or arbitrator of competent jurisdiction holds any provision of this Agreement to be unenforceable or invalid, the provision will be considered severed from this Agreement. The remaining provisions will continue to be in full force and effect without being impaired or invalidated in any way, unless the severance would cause this Agreement to fail in its essential purpose. Each Party’s rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which the Party may be entitled under this Agreement or at law. Each Party may pursue any and all of its rights and remedies concurrently, consecutively, or alternatively, except as expressly set out in this Agreement. No consent or waiver by a Party to any breach of this Agreement by the other Party will be effective unless in writing and signed by both Parties, or deemed or construed to be a consent to or waiver of a continuing breach or any other breach of this Agreement by the other Party. If a Party’s consent or approval is required under this Agreement, the Party may withhold or refuse the consent or approval at its discretion and for its sole convenience, unless this Agreement expressly states otherwise. This Agreement will be binding on each Party and its successors and permitted assigns and will enure to the benefit of each Party. On reasonable request by the other Party, each Party will execute any further documents and do any further acts or things that may be necessary to implement and carry out the intent of this Agreement. The Parties have expressly requested and required that this Agreement and all related documents be in the English language. All communications, notices, and documentation provided under this Agreement will be in the English language only.

12.7 Force Majeure: Despite any other provision of this Agreement, a Party will not be liable for any delay in performing or failure to perform any of its obligations under this Agreement (except for payment obligations) if and to the extent performance is delayed or prevented due to a cause or causes beyond the Party’s reasonable control. Any delay or failure of that kind will not constitute a breach of this Agreement, and the time for performance of the affected obligations will be extended by a period that is reasonable in the circumstances.

12.8 Interpretation: In this Agreement, “this Agreement” and similar expressions refer to the entirety of this Agreement, rather than solely to the specific provision or document in which they are used. Headings are for convenience only and do not serve to define, limit, or expand the scope or meaning of this Agreement or any of its provisions. Singular words and phrases include the plural, and vice versa. When a day, month, or year is referenced, it is assumed to refer to a calendar day, month, or year, unless explicitly stated otherwise. Currency refers to the lawful money of the United States of America, unless expressly stated otherwise. “Discretion” means a person’s sole, absolute, and unrestricted discretion. “Including” or “includes” means including or includes (as applicable) without limitation or restriction. “In writing” or similar terms includes email, unless expressly stated otherwise. “Law” includes common law, equity, statutes (including statutes implementing treaties), regulations and orders of courts and tribunals, and a reference to a specific statute includes all regulations made under the statute and all amendments to, or replacements of, the statute or any regulation made under the statute that are in force from time to time. “Person” includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity. “Trademark” includes a service mark, logo, and any other sign or symbol protected under law.

12.9 Complete Agreement: This Agreement, which includes the Business Details and these Terms and Conditions, represents the entire agreement between the Parties regarding the subject matter herein, and supersedes all prior communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between the Parties regarding said subject matter. The Parties acknowledge that there are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied, or statutory, other than those expressly set forth in this Agreement.