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ALOAK REGISTRANT AGREEMENT

RECITALS
Whereas Aloak (the "Registrar") has been approved for certification by the Canadian Internet Registration Authority ("CIRA") to act as a registrar of the Registry. As a CIRA Certified Registrar, Aloak will process Domain Name registrations, transfers, renewals, modifications, upgrades and other transactions on behalf of the Registrant, all in accordance with the Registration Rules and Procedures as adopted by CIRA from time to time (the "Registration Rules & Procedures"), the Registrar Agreement between Aloak and CIRA (the "Registrar Agreement"), and the Registrant Agreement between CIRA and the Registrant (the "CIRA Registrant Agreement), (collectively the "CIRA Documents", all of which may be currently found at http://www.cira.ca/en/officials.html);

And whereas, this Agreement sets forth the terms and conditions which govern the registration of Domain Names and other transactions relating to Domain Names appearing in the Canadian Domain Name space, that is, Domain Names which have a top level designation of '.ca', on behalf of the Registrant by the Registrar;

And whereas this Agreement includes the information provided by the Registrant in the Application Form, and the Application Form is incorporate by reference herein (the "Application");

Now therefore, for good and valuable consideration, including the registration by CIRA in the name of the Registrant of the Domain Name Registrations through the Registrar, and the payment of fees by the Registrant to the Registrar as provided for herein, the Registrar and the Registrant agree as follows:

    ARTICLE 1 - AGREEMENT
  • 1.1 This Agreement between the Registrar and the Registrant applies to all Domain Name transactions undertaken by the Registrar on behalf of the Registrant in accordance with this Agreement and the CIRA Documents.

  • 1.2 In this Agreement, "Registrant" means, any Person as defined in Article 1 1.2 (f) of the CIRA Registrant Agreement who requests and agrees to the processing of a Domain Name transaction through the Registrar, in accordance with the Registration Rules set forth by CIRA
    ARTICLE 2 - TERMS AND CONDITIONS
  • 2.1 The Registrant agrees to be bound by the terms and conditions of this Agreement, including any amendments and modifications that the Registrar shall make from time to time, provided that such amendments and modifications are in accord with the Registration Rules and Procedures and the CIRA Registrant Agreement.

  • 2.2 The Registrant acknowledges that this Agreement shall be effective upon the date of execution and is not dependent upon or subject to CIRA's approval of the Registrant's Domain Name Registration request. The Registrant acknowledges that the Registrar has no control, direct or indirect, over the actions of CIRA or third parties and that the Registrar can not and does not warranty or guarantee, in any way, that the transactions to be undertaken by the Registrar on behalf of the Registrant will be successfully completed.

  • 2.3 The Registrant agrees to pay all fees presented as due and payable for Domain Name Registration requests upon acceptance of this Agreement. The Registrant acknowledges that they will be advised by the Registrar of the fees payable with respect to each request at the time the request is made by the Registrant to the Registrar and that the making of the request by the Registrant shall indicate their acceptance of those fees and their obligation to pay same.

  • 2.4 The Registrant understands that no fees due and payable for Domain Name Registration Requests will be processed unless the Domain Name Registration request is approved by CIRA.

  • 2.5 The Registrant understands that in the context of Article 2.4 "approved by CIRA" does not in any way mean, intend to mean, or imply the Registrant's acceptance of the CIRA Registrant Agreement.

  • 2.6 The Registrant Agrees that failure on the part of the Registrant to accept the CIRA Registrant Agreement will result in a rejection of the Domain Name Registration request made by the Registrant through the Registrar, and that furthermore, no refund shall be forthcoming from Registrar for such failure and rejection.

  • 2.7 The Registrant agrees that all requests for changes to the Domain Name Registration information must originate from the registered Administrative Contact for the domain. In accordance with CIRA's Registration Policies, the Administrative Contact for a Domain Registration can only be changed by the existing Administrative Contact or the Registrant of the Domain by contacting Aloak at domain-support@aloak.ca .

  • 2.8 The Registrant agrees that at the end of the registration period, selected by the Registrant for a Domain Name Registration, the Domain Name Registration will be renewed automatically for a registration period of one (1) year for the fee then in effect, and published by the Registrar at that time, with an option to modify the registration period, if the Registrant so desires, unless the Registrar is instructed otherwise at that time.

  • 2.9 The Registrant acknowledges and agrees that:
    1. CIRA may, at its option, extend any period for the registration of a Domain Name at no charge to the Registrar or the Registrant for such further period of time as CIRA may determine, in its sole discretion;

    2. CIRA shall not be liable to the Registrant for any loss, damage or expense arising out of CIRA's failure or refusal to register a Domain Name, CIRA's failure or refusal to renew a Domain Name Registration, CIRA's registration of a Domain Name, CIRA's failure or refusal to renew a Domain Name Registration, CIRA's renewal of a Domain Name Registration, CIRA's failure or refusal to transfer a Domain Name Registration, CIRA's transfer of a Domain Name Registration, CIRA's failure or refusal to maintain or modify a Domain Name Registration, CIRA's maintenance of a Domain Name Registration, CIRA's modification of a Domain Name Registration, CIRA's failure to cancel a Domain Name Registration or CIRA's cancellation of a Domain Name Registration from the Registry;

    3. in no event shall the Registrant pursue any Claim against CIRA, and in no event shall CIRA be liable for any direct, indirect, special, punitive, exemplary or consequential damages including but not limited to damages resulting from loss of use, lost profits, lost business revenue or third party damages or arising from any breach by the Registrar of its obligations under any agreement between the Registrar and a Registrant or the Registrar Agreement between CIRA and the Registrar;

    4. registration of the Registrant's selected Domain Name in its first application to CIRA shall not be effective until the Registrant has entered into and agreed to be bound by the CIRA Registrant Agreement;

    5. the Registrar shall immediately give notice to the Registrant in the event that the Registrar is no longer a CIRA certified registrar, has had its certification as a CIRA certified Registrar suspended or terminated or the Registrar Agreement between CIRA and the Registrar is terminated or expires. CIRA may post notice of such suspension, termination or expiry on its website and may, if CIRA deems appropriate, give notice to the Registrant thereof;

    6. in the event that the Registrar is no longer a CIRA certified registrar, has had its certification as a CIRA certified registrar suspended or terminated or in the event the Registrar Agreement between CIRA and the Registrar is terminated or expires, each Registrant shall be responsible for changing its registrar of record to a new CIRA certified registrar within 30 days of the earlier of notice thereof being given to the Registrant by (i) the Registrar or (ii) CIRA in accordance with CIRA's then current Registration Rules; provided, however, that if any of the Registrant's Domain Name Registration(s) is scheduled to expire within 30 days of the giving of such notice, then the Registrant shall have 30 days from the anniversary date of the registration(s), to register with a new CIRA certified registrar and to renew such Domain Name Registration(s) in accordance with the Registration Rules;

    7. should there be insufficient funds prepaid by the Registrar in the CIRA Deposit Account to be applied in payment of any Fees, CIRA may in its sole discretion stop accepting applications for Domain Name Registrations from the Registrar, stop effecting registrations of Domain Names and transfers, renewals, modifications and cancellations of Domain Name Registrations requested by the Registrar and stop performing other billable transactions requested by the Registrar not paid in full and CIRA may terminate the Registrar Agreement between CIRA and the Registrar;

    8. the Registrant shall not, directly or indirectly, through registration or use of its Domain Name or otherwise: (i) violate or contribute to the violation of the intellectual property rights or other rights of any other Person; (ii) defame or contribute to the defamation of any other Person; or (iii) unlawfully discriminate or contribute to the unlawful discrimination of any other Person;

    9. CIRA shall not be responsible for the use of any Domain Name in the Registry and that CIRA shall not be responsible in any way whatsoever for any conflict or dispute with or any actual or threatened Claim against a Registrar or a Registrant, including one relating to a registered or unregistered trade-mark, a corporate, business or other trade-name, rights relating to a name or other identifying indicium of an individual or any other intellectual property rights of a third party or relating to the defamation of or unlawful discrimination with respect to any other Person;

    10. CIRA shall have the right, at any time and from time to time, acting reasonably, to amend the Registrar Agreement between CIRA and the Registrar, including without limitation, the Certification and Re-certification Requirements, the Registration Rules, the Fees and the other Rules and Procedures (each of which is a defined term within the Registrar Agreement) and to adopt new Rules and Procedures not yet in effect. Any such amendment will be binding and effective on the Registrar 30 days after CIRA gives notice of such amendment by email to the Registrar. The Registrar and the Registrant agree to promptly amend this Agreement to reflect any amendments to Section 4.2 of the Registrar Agreement between CIRA and the Registrar; and

    11. registration of a Domain Name does not create any proprietary right for any Registrant, the Registrar or any other Person in the name used as a Domain Name or the Domain Name Registration and that the entry of a Domain Name in the Registry or in the "WHOIS" look up system of the Registry shall not be construed as evidence or ownership of the Domain Name registered as a Domain Name. The Registrant shall not in any way transfer or purport to transfer a proprietary right in any Domain Name Registration, or grant or purport to grant as security or in any other manner encumber or purport to encumber a Domain Name Registration.
    ARTICLE 3 - LIMITATIONS ON WARRANTIES, CONDITIONS, LIABILITY; INDEMNIFICATION
  • 3.1 EXCEPT AS EXPRESSLY SETOUT IN THIS AGREEMENT, THE REGISTRAR MAKES NO REPRESENTATION, WARRANTY OR CONDITION, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR THAT THE REGISTRY MAINTAINED BY CIRA WILL BE AVAILABLE AT ALL TIMES DURING THE TERM OR WITH RESPECT TO FUNCTIONALITY, FREEDOM FROM BUGS OR VIRUSES, COMPATIBILITY OR INTEROPERABILITY OF THE REGISTRY OR THE SYSTEMS ACCESSED BY THE REGISTRAR AND/OR REGISTRANTS OR WITH RESPECT TO THE SECURITY OF THE REGISTRY OR ANY SYSTEMS ACCESSED BY THE REGISTRAR AND/OR REGISTRANTS, INCLUDING WITHOUT LIMITATION, THOSE PROVIDED BY THIRD PARTY SOFTWARE, HARDWARE, INTERNET AND/OR TELECOMMUNICATIONS OR OTHER SERVICE PROVIDERS OR OTHERWISE WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. THE REGISTRANT ACKNOWLEDGES THAT INHERENT IN THE PROCUREMENT, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, DELIVERING AND INPUTTING DIGITALLY OF THE INFORMATION, THERE WILL BE A DEGREE OF ERROR WHICH CANNOT BE AVOIDED EVEN WITH STANDARDS OF QUALITY CONTROL WHICH EXCEED INDUSTRY STANDARDS.

  • 3.2 THE REGISTRANT AGREES THAT THE REGISTRAR SHALL NOT BE RESPONSIBLE FOR THE USE BY THE REGISTRANT, THE REGISTRAR, OR ANY OTHER PARTY OF, OR THE RIGHT OF THE REGISTRANT, THE REGISTRAR OR ANY OTHER PARTY TO USE ANY DOMAIN NAME REGISTERED IN THE REGISTRY AND THAT THE REGISTRAR SHALL NOT BE RESPONSIBLE IN ANY WAY WHATSOEVER FOR ANY CONFLICT OR DISPUTE WITH OR ANY CLAIM AGAINST CIRA, A REGISTRAR OR A REGISTRANT INCLUDING ONE RELATING TO A REGISTERED OR UNREGISTERED TRADE-MARK, A CORPORATE, BUSINESS OR OTHER TRADE NAME, RIGHTS RELATING TO A NAME OR OTHER IDENTIFYING INDICIUM OF AN INDIVIDUAL OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR RELATING TO DEFAMATION OR UNLAWFUL DISCRIMINATION WITH RESPECT TO ANY OTHER PERSON. THE REGISTRANT ACKNOWLEDGES AND AGREES THAT THE REGISTRATION OF A DOMAIN NAME DOES NOT CREATE ANY PROPRIETARY RIGHT FOR THE REGISTRAR, REGISTRANTS OR ANY OTHER PERSON IN ANY NAME USED AS A DOMAIN NAME OR ANY DOMAIN NAME REGISTRATION AND THE ENTRY OF A DOMAIN NAME IN THE "WHOIS" DATABASE SHALL NOT BE CONSTRUED AS EVIDENCE OF OWNERSHIP OF THE DOMAIN NAME REGISTERED AS A DOMAIN NAME.

  • 3.3 THE REGISTRAR'S AGGREGATE LIABILITY TO THE REGISTRANT, INCLUDING FOR ALL BREACHES BY THE REGISTRAR OF THIS AGREEMENT, SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL DOMAIN REGISTRATION FEES, IF ANY, PAID BY THE REGISTRANT TO THE REGISTRAR IN THE PRECEDING FIVE YEARS.

  • 3.4 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL THE REGISTRAR OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE TO THE REGISTRANT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ECONOMIC LOSS OR RESULTING FROM LOSS OF USE, LOST BUSINESS REVENUE, LOST PROFITS OR THIRD PARTY DAMAGES; EVEN IF THE REGISTRAR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR OF A CLAIM BY ANOTHER PARTY, INCLUDING A CLAIM FOR PUNITIVE DAMAGES.

  • 3.5 WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE REGISTRAR BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ECONOMIC LOSS OR DAMAGES RESULTING FROM LOSS OF USE, LOST PROFITS, LOST BUSINESS REVENUE OR THIRD PARTY DAMAGES) ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH:
    1. ANY ACCESS DELAY OR ACCESS INTERRUPTION;
    2. ANY DATA NON-DELIVERY OR DATA MISDELIVERY;
    3. ANY UNAUTHORIZED USE OR MISUSE OF ANY CUSTOMER NUMBER OR PASSWORD PROVIDED TO THE REGISTRANT BY THE REGISTRAR OR BY CIRA;
    4. ANY ERROR, OMISSION OR MISSTATEMENT IN ANY INFORMATION OR SERVICE PROVIDED UNDER THIS AGREEMENT;
    5. THE DELETION OF OR FAILURE TO STORE EMAIL MESSAGES;
    6. A COMPUTER BUG OR VIRUS OR OTHER SYSTEM MALFUNCTION;
    7. CIRA'S FAILURE OR REFUSAL TO REGISTER A DOMAIN NAME, CIRA'S FAILURE OR REFUSAL TO RENEW A DOMAIN NAME REGISTRATION, CIRA'S REGISTRATION OF A DOMAIN NAME, CIRA'S RENEWAL OF A DOMAIN NAME REGISTRATION, CIRA'S FAILURE OR REFUSAL TO TRANSFER A DOMAIN NAME REGISTRATION, CIRA'S TRANSFER OF A DOMAIN NAME REGISTRATION, CIRA'S FAILURE OR REFUSAL TO MAINTAIN OR MODIFY A DOMAIN NAME REGISTRATION, CIRA'S MAINTENANCE OF A DOMAIN NAME REGISTRATION, CIRA'S MODIFICATION OF A DOMAIN NAME REGISTRATION, CIRA'S FAILURE TO CANCEL A DOMAIN NAME REGISTRATION OR CIRA'S CANCELLATION OF A DOMAIN NAME REGISTRATION FROM THE REGISTRY;
    8. ANY BREACH BY ANY REGISTRANT OR CIRA OF ITS OBLIGATIONS UNDER ANY AGREEMENT BETWEEN ANY REGISTRANT OR ANY REGISTRAR OR ANY OTHER ACTION OR OMISSION OF CIRA OR ANY REGISTRANT;
    9. THE PROCESSING BY THE REGISTRAR OR CIRA OF ANY REGISTRANT'S APPLICATION FOR REGISTRATION OR ANY OTHER APPLICATION OR REQUEST, THE REGISTRAR OR CIRA'S PROCESSING OF ANY AUTHORIZED OR UNAUTHORIZED CHANGES TO ANY REGISTRANT'S DOMAIN NAME REGISTRATION RECORD;
    10. THE APPLICATION OF CIRA'S DISPUTE RESOLUTION PROCEDURE OR THE COMPLIANCE WITH ANY ORDER, RULING, DECISION OR JUDGMENT MADE THEREUNDER OR BY ANY COURT, TRIBUNAL, BOARD, ADMINISTRATIVE BODY, COMMISSION OR ARBITRATOR AND ANY ACTIONS TAKEN IN CONSEQUENCE THEREOF; OR
    11. THE USE OF ANY DOMAIN NAME IN THE REGISTRY AND ANY CONFLICT OR DISPUTE WITH OR ANY CLAIM (AS DEFINED IN SECTION 3.1(g) OF THE CIRA REGISTRAR AGREEMENT) AGAINST THE REGISTRANT OR THE REGISTRANT'S REGISTRAR, INCLUDING ONE RELATING TO:
      1. REGISTERED OR UNREGISTERED TRADE-MARKS;
      2. BUSINESS NAMES, PARTNERSHIP NAMES, CORPORATE NAMES AND OTHER TRADE NAMES;
      3. NAMES OR INDICIA OF INDIVIDUALS OR GROUPS OR INDIVIDUALS;
      4. ANY OTHER INTELLECTUAL PROPERTY RIGHTS;
      5. DEFAMATION OF ANY PERSON; OR
      6. UNLAWFUL DISCRIMINATION WITH RESPECT TO ANY PERSON.

  • 3.6 THE REGISTRANT AGREES TO INDEMNIFY AND SAVE THE REGISTRAR AND ITS CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, AFFILIATES AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LAWSUITS, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND OTHER RELATED COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH:
    1. ANY BREACH OF OR NON-FULFILMENT OF ANY COVENANT OR AGREEMENT ON THE PART OF CIRA IN THE CIRA DOCUMENTS;

    2. ANY INCORRECTNESS IN OR BREACH OF ANY REPRESENTATION OR WARRANTY OF THE REGISTRANT CONTAINED IN THIS AGREEMENT;

    3. THE SERVICES OF THE REGISTRAR PROVIDED HEREUNDER OR THE USE BY THE REGISTRANT OF THE REGISTRAR'S SERVICES, INCLUDING WITHOUT LIMITATION VIOLATION BY THE REGISTRANT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON AND ANY DEFAMATION OF OR UNLAWFUL DISCRIMINATION AGAINST ANY PERSON OR ANY VIOLATION OF ANY OF THE RULES AND PROCEDURES RELATING TO THE SERVICES PROVIDED; OR

    4. THE ACTIONS OR OMISSIONS OF CIRA OR THE REGISTRANT.
    ARTICLE 4 - COVENANTS, REPRESENTATIONS AND WARRANTIES OF REGISTRANT
  • 4.1 Where the Registrant is a natural Person, the Registrant covenants, represents and warrants to the Registrar as follows:
    1. the Registrant has the legal capacity to execute and deliver this Agreement and all other documents and instruments contemplated by this Agreement and to perform his/her obligations under this Agreement and such other documents and instruments; and,

    2. this Agreement constitutes a legal, valid and binding obligation of the Registrant, enforceable against him/her by the Registrar in accordance with its terms; subject, however, to limitations on enforcement imposed by bankruptcy, insolvency or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

  • 4.2 Where the Registrant is a corporation, the Registrant covenants, represents and warrants to the Registrar as follows:
    1. the Registrant is a corporation duly incorporated under the laws of the jurisdiction of its incorporation and is duly organized, validly subsisting and in good standing under such laws;

    2. the Registrant has all necessary corporate power, authority and capacity to enter into this Agreement and all other documents and instruments contemplated by this Agreement and to carry out its obligations under this Agreement and such other documents and instruments. The execution and delivery of this Agreement and all other documents and instruments contemplated by this Agreement and the performance by the Registrant of its obligations under this Agreement and such other documents and instruments have been duly authorized by all necessary corporate action on the part of the Registrant; and,

    3. this Agreement constitutes a legal, valid and binding obligation of the Registrant, enforceable against the Registrant in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

  • 4.3 Where the Registrant is a partnership, an educational institution or a government, the Registrant represents and warrants as follows:
    1. the Registrant is duly formed, organized, established and validly existing under the laws of the jurisdiction in which it was formed, organized and established;

    2. the Registrant has the power, authority and capacity to enter into this Agreement and all other documents and instruments contemplated by this Agreement and to carry out its obligations under this Agreement and such other documents and instruments. The execution and delivery of this Agreement and all other documents and instruments contemplated by this Agreement and the performance by the Registrant of its obligations under this Agreement and such other documents and instruments have been duly authorized by all necessary action on the part of the Registrant; and

    3. this Agreement constitutes a legal, valid and binding obligation of the Registrant, enforceable against the Registrant in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

  • 4.4 The Registrant further covenants, represents and warrants to the Registrar as follows
    1. the Registrant has or will have the authority to apply for the registration of a Domain Name and to apply on behalf of the Registrant to transfer, renew, modify, maintain or cancel a Domain Name Registration and to complete all transactions with respect to such Domain Name Registration;

    2. all information provided by the Registrant to the Registrar, including without limitation the information contained in the Application, on its own behalf, is true and accurate in all respects;

    3. all information provided by the Registrant to CIRA, including in connection with any application for registration of a Domain Name and the registration, transfer, renewal, modification, maintenance or cancellation of a Domain Name Registration or any other request or transaction shall be, to the best of the knowledge of the Registrant, true and accurate in all respects and is provided in accordance with Applicable Laws or the consent of the Registrar, wherever applicable.

    4. the Registrant is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) nor has made an assignment in favour or its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. The Registrant has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding-up, liquidation or dissolution. No receiver has been appointed in respect of the Registrant or any of its assets and no execution or distress has been levied upon any of its assets;

    5. neither the Registrant nor any partner, director, officer or controlling shareholder of the Registrant has ever been convicted of an offence under the Criminal Code (Canada); and,

    6. the Registrant has considered the need to obtain independent legal advice with respect to its obligations and rights under this Agreement, and has either obtained said independent legal advice, or has upon due consideration and appropriate inquiry determined to proceed with the execution of this Agreement without having first obtained said independent legal advice .

  • 4.5 The Registrant acknowledges and agrees that the limitations on warranties, conditions and liabilities, the representations and warranties of the Registrant and the restrictions and indemnities contained herein shall forever survive the expiry or termination of this Agreement and any suspension or termination of the Registrar's certification by CIRA. The Registrant acknowledges and agrees that such provisions are reasonable in the context of the services to be rendered and the rights and obligations as provided for herein
    ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE REGISTRAR
  • 5.1 The Registrar represents and warrants to the Registrant as follows:
    1. the Registrar is a corporation duly incorporated under the laws of the jurisdiction of its incorporation and is duly organized, validly subsisting and in good standing under such laws.

    2. the Registrar has all necessary corporate power, authority and capacity to enter into this Agreement and all other documents and instruments contemplated by this Agreement and to carry out its obligations under this Agreement and such other documents and instruments. The execution and delivery of this Agreement and all other documents and instruments contemplated by this Agreement and the performance by the Registrar of its obligations under this Agreement and such other documents and instruments have been duly authorized by all necessary corporate action on the part of the Registrar; and,

    3. the Registrar is a "registrant" under Part IX of the Excise Tax Act (Canada). The Registrar's GST registration number is 867401176.
    ARTICLE 6 - CONFIDENTIALITY
  • 6.1 Personal information pertaining to Registrants belongs to the Registrants and shall not be collected or used by the Registrar except for the reasonable performance of the services contemplated hereunder, operation of the CIRA Registry in accordance with Applicable Laws (as that term is defined in the CIRA Registrant Agreement), or as provided for in the CIRA Registrant Agreement or this Agreement, as the case may be.

  • 6.2 The Registrar shall take reasonable steps to protect all non-published information stored in their computer, information, and other systems. Notwithstanding the foregoing, the Registrant acknowledges and agrees that the CIRA may access and be provided with any and all information concerning the Registrant contained in the Registrar=s computer, information, or other systems. The Registrant acknowledges that CIRA and the Registrar may identify and publish the name of the Registrar in connection with each of its Registrants in CIRA's WHOIS look-up system.
    ARTICLE 7 - AMENDMENT OF AGREEMENT
  • 7.1 The Registrar shall have the right, at any time and from time to time, acting reasonably, to amend the terms and conditions of this Agreement; provided that any such amendment to this Agreement shall be applicable to all Registrants of the Registrar. Any such amendment to this Agreement will be binding and effective 30 days after the Registrar gives notice of such amendment to the Registrant by posting such amendments on its website.

  • 7.2 Notwithstanding Section 7.1 if CIRA adopts any new Rules and Procedures or amends any existing Rules and Procedures on or prior to the Operational Transfer Date (as that term is defined it the CIRA Registrar Agreement, and which date is expected to be November 1, 2000 or as soon as practicable thereafter), then such Rules and Procedures, as adopted or as amended, shall be binding and effective on the Registrant upon the later of seven (7) days after the posting of new or amended Rules and Procedures on the Registrar's website or seven (7) days after CIRA or the Registrar gives notice of such new or amended Rules and Procedures by email to the Registrant; provided that such new or amended Rules and Procedures shall be applicable to all persons who are the Registrar's Registrants or who seek to become a Registrant through the Registrar.

  • 7.3 The Registrant agrees to periodically review CIRA=s and the Registrar's websites, including the current version of this Agreement, and the Rules and Procedures available on the respective websites, to be aware of any amendments to this Agreement, and the Rules and Procedures and any the introduction of any new Rules and Procedures.

  • 7.4 If the Registrant does not agree with any such amendment or new Rules and Procedures, then the Registrant may terminate this Agreement by giving 30 days notice to the Registrar. By continuing to maintain Domain Registrations in accordance with this Agreement, the Registrant agrees to be bound by such amendments after they become binding and effective.
    ARTICLE 8 - GENERAL
  • 8.1 In the event that a Registrant Password is issued, then:
    1. the Registrant acknowledges and agrees that the Registrant identification provided by Registrar to the Registrant so that they may access, utilize or otherwise transact with the Registrar and the password selected by and used by the Registrant in conjunction with the Registrant identification to access, utilize or otherwise transact with the Registrar are to be kept secret and confidential. The Registrant shall not disclose the Registrant identification or password to any other party without the express written permission of Registrar;

    2. the Registrant acknowledges and agrees that they shall be responsible for each and every access, use or transaction that occurs in conjunction with the password and Registrant identification, and that Registrar is authorized to accept the Registrant identification and password as conclusive evidence that the Registrant has accessed, utilized, or otherwise transacting with the Registrar. The Registrant acknowledges that its password(s) is unique to it and that Registrar does not have access to said password(s); and

    3. the Registrant agrees that they will not attempt to enter restricted areas of Registrar's computer system or perform functions which the Registrant is not authorized to perform pursuant to this Agreement. Registrar may, without notice, temporarily suspend the Registrant's access to the Registrar=s web site(s) by deactivating its password(s) if Registrar reasonably suspects that the Registrant is using the password(s) to obtain unauthorized access to Registrar's other systems or information, or is using the password(s) in any other inappropriate manner. These suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity. Registrar may terminate this Agreement immediately without notice if it is determined that the Registrant has undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.

  • 8.2 Any notice, request, or other communication hereunder to either of the Parties in connection with this Agreement (in this paragraph a "Notice") shall be in writing. Notices shall be sufficiently given if sent, either by facsimile, e-mail or by delivery, to a Party's address as set forth in this Agreement. Any Notice shall be deemed to be given and received, on the next day following the date of transmission, if sent by facsimile, or on the day received, if delivered. Either Party may, by written Notice to the other, and given as aforesaid, designate a change to its mailing address, e-mail address or facsimile number.

  • 8.3 The Registrant shall not be entitled to assign or transfer in any manner any of the rights granted to it herein without the prior written consent of Registrar, and any purported assignment of this Agreement, or any assignment of the Registrant's rights hereunder, without the prior written consent of Registrar, shall be void.

  • 8.4 No delay or failure by Registrar to exercise any right hereunder, and no partial or single exercise thereof, shall be deemed to constitute a waiver of such right, or any other rights hereunder. Any consent by Registrar to or any waiver of, a breach of any express or implied term of this Agreement, shall not constitute a consent to, waiver of, or excuse of any subsequent or other breach of any express or implied term of this Agreement.

  • 8.5 If any term, covenant, or condition of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, or condition of this Agreement shall be valid, and be enforced to the fullest extent permitted by law.

  • 8.6 For purposes of this Agreement, time shall be of the essence.

  • 8.7 The contract arising out of this Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and Registrar and the Registrant each irrevocably attorn to the jurisdiction of the courts of the Province of Alberta.

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