This document outlines the legal agreement made between the Canadian Internet Registration Authority and those who register a .CA domain, called Registrants.
Accessible version follows:
Version 2.0, October 12, 2010
This agreement (the “Agreement”) is between you (the “Registrant”) and the Canadian Internet Registration Authority (“CIRA”).
In consideration of the registration by CIRA of the Domain Name applied for by the Registrant in the name of the Registrant, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, CIRA and the Registrant agree as follows:
- “Administrative Contact” means the person identified in the Registration Information as the Administrative Contact for the Registrant’s Domain Name Registration(s);
- “Affiliate” means, with respect to either party, any entity that controls, is controlled by, or is under common control with, such party. For purposes of the foregoing, “control” means, with respect to: (a) a corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof; and (b) any other entity, fifty percent (50%) or more ownership interest in said entity;
- “Applicable Laws” means all international, federal, provincial and local laws and regulations and other laws of applicable governmental authorities;
- “Domain Name” means a .ca domain name or sub-domain name;
- “Domain Name Registration” means the registration by CIRA of a Domain Name in the Registry, in the name of the Registrant, pursuant to this Agreement;
- “Fees” means the fees payable to CIRA in connection with this Agreement, including an application for a Domain Name and/or any renewal, transfer, and any other fees payable in connection with a Domain Name Registration;
- “Member” or “Membership” has the meaning specified in CIRA’s Amended and Restated By-Law No.1, which is located on CIRA’s website at: www.cira.ca/assets/Documents/Legal/Other/bylaw1.pdf;
- “Person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability corporation, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity;
- “Registrant” means a Person who is listed in the Registry as the registrant of a Domain Name;
- “Registrar of Record” means the Registrar listed in the Registry as the Registrar of a specific Domain Name Registration, other than CIRA. In no event will CIRA be a Registrar of Record for purposes of the Registry PRP;
- “Registrars” mean the persons from time to time certified by CIRA to offer Domain Name Registration services within the .ca Internet Domain Name system;
- “Registration Date” means the date a Domain Name has been activated within the Registry;
- “Registration Information” means all information which the Registry PRP require the Registrant to submit to CIRA or the Registrar of Record to obtain a Domain Name Registration, or to process any Transaction Request;
- “Registry” means the .ca Internet Domain Name registry operated by CIRA;
- “Registry PRP” means the CIRA policies, rules, and procedures relating to Registrants, Registrars, and Domain Name Registrations as may be amended or adopted by CIRA from time to time, which are located on CIRA’s website at: www.cira.ca/en/PRP.html; and
- “Transaction Requests” means all requests or transactions with respect to a Domain Name Registration, including those to renew, transfer, modify, or delete a Domain Name Registration.
- 1.1 Application.
- Application. This Agreement between the Registrant and CIRA applies to all Domain Names registered by CIRA for the Registrant.
- 1.2 Definitions. In this Agreement:
AGREEMENT, REGISTRY PRP, AND AMENDMENTS BY CIRA
- 2.1 Acceptance of Agreement and Registry PRP
- Acceptance of Agreement and Registry PRP This Agreement sets forth the terms and conditions of the registration of Domain Names by the Registrant with CIRA. The Registrant acknowledges that it has read, understood, and agrees to be bound by all the terms and conditions of this Agreement, and the Registry PRP, which CIRA may establish and amend from time to time. The Registry PRP are located on CIRA’s website at www.cira.ca/en/PRP.html. The acceptance of the Registrant Agreement and Registry PRP by the Registrant will apply to the current registration request as well as all other further registration requests which the Registrant may make thereafter with the same Registrar.
- 2.2 Amendment of Agreement by CIRA
- Amendment of Agreement by CIRA CIRA shall have the right, at any time and from time to time, to amend any or all of the terms and conditions of this Agreement. CIRA shall use commercially reasonable efforts to notify the Registrant of material amendments to this Agreement by email in accordance with Section 10.1. However, any amendment to this Agreement will be binding and effective upon 30 days after the posting of such amendment on CIRA’s website.
- 2.3 Amendment and/or Establishment of new Registry PRP by CIRA
- Amendment and/or Establishment of new Registry PRP by CIRA CIRA shall have the right, at any time and from time to time, to amend any or all of the Registry PRP and/or establish new Registry PRP. Any such amendment to the Registry PRP or new Registry PRP will be binding and effective upon the posting of such amendment or new Registry PRP on CIRA’s website.
- 2.4 Obligation to Review; Disagreement
- The Registrant agrees to periodically review CIRA’s website, and specifically this Agreement and the Registry PRP available on CIRA’s website, to be aware of any amendments to the Agreement, Registry PRP and/or any new Registry PRP. If the Registrant does not agree with any amendments to the Agreement, the Registry PRP and/or any new Registry PRP, then the Registrant may terminate this Agreement in accordance with Section 7.10. By continuing to maintain Domain Name Registrations in the Registry, the Registrant has agreed to be bound by any amendments to the Agreement, the Registry PRP and/or the establishment of any new Registry PRP after they become effective.
DOMAIN NAMES PROVISIONS
- 3.1 Registrations of Domain Names
- Registrations of Domain Names.
- 3.2 No Proprietary Right
- No Proprietary Right The Registrant acknowledges and agrees that a Domain Name is not property and that a Domain Name Registration does not create any proprietary right for the Registrant, the Registrar of Record or any other person in any name used as a domain name or in any Domain Name Registration. The entry of a domain name in the Registry and/or in the “WHOIS” database shall not be construed as evidence of ownership of any Domain Name Registration. 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 any Domain Name Registration.
- 3.3 Renewals, Transfers, Modifications, Deletions and Other Transactions.
- Renewals, Transfers, Modifications, Deletions and Other Transactions. The Registrant acknowledges and agrees that a renewal, transfer, modification or deletion of, and any other request or transaction with respect to, a Domain Name Registration shall be made in accordance with this Agreement and the Registry PRP. CIRA will notify the Registrar of Record of any renewal, transfer, modification, deletion or other transaction regarding a Domain Name Registration.
- 3.4 Right of CIRA to Verify Information and Compliance.
- Right of CIRA to Verify Information and Compliance. CIRA is entitled at any time and from time to time during the Term (as defined in Section 7.1) to verify: (a) the truth, accuracy and completeness of any information provided by the Registrant to CIRA, whether directly, through any of the Registrars of Record or otherwise; and (b) the compliance by the Registrant with the provisions of the Agreement and the Registry PRP. The Registrant shall fully and promptly cooperate with CIRA in connection with such verification and shall give to CIRA, either directly or through the Registrar of Record such assistance, access to and copies of, such information and documents as CIRA may reasonably require to complete such verification. CIRA and the Registrant shall each be responsible for their own expenses incurred in connection with such verification.
- 3.5 Administrative Contacts.
- Administrative Contacts.
- 3.6 Registrars.
- 3.7 Membership.
- Membership. The Registrant acknowledges and agrees that if the Registrant becomes a Member of CIRA, the Registrant agrees to abide by the terms of CIRA Membership, as set out in CIRA’s Amended and Restated By-law No.1, Policy on Membership and the Registry PRP, which are located on CIRA’s website at www.cira.ca/assets/Documents/Legal/Other/bylaw1.pdf, www.cira.ca/assets/Documents/Legal/Membership/membership.pdf, and www.cira.ca/en/PRP.html respectively.
CERTAIN REGISTRANT OBLIGATIONS
- 4.1 Certain Registrant Obligations.
- Certain Registrant Obligations. Throughout the Term of this Agreement, the Registrant shall comply with and abide by all provisions of this Agreement and the Registry PRP. Furthermore, the Registrant shall, in accordance with this Agreement and the Registry PRP:
- 4.2 No Conflict.
- No Conflict. The Registrant shall not enter into any agreement with any Registrar or any other person that is inconsistent with, or in any way, modifies, affects, overrides, limits, contradicts or cancels the terms and conditions of this Agreement and/or the Registry PRP. To the extent that the provisions of any such agreement conflict or are inconsistent with the provisions of this Agreement and/or the Registry PRP, the Registrant hereby agrees that the provisions of this Agreement and Registry PRP shall prevail and be binding on the Registrant for the benefit of CIRA.
- 5.1 Consent to Use of Registration Information.
- 5.2 Disclosure Procedure.
- Disclosure Procedure For any Registration Information which is not made available in the WHOIS database, the Registrant acknowledges and agrees that: (a) such information will be maintained in the CIRA Registry and may be used and disclosed by CIRA as permitted herein and/or in the Registry PRP; and (b) CIRA shall have no liability for any claim, damage, loss or expense arising as a result of the disclosure of Registrant Information as permitted herein and/or the Registry PRP.
- 5.3 Third Party Correspondence.
- Third Party Correspondence.The Registrant acknowledges and agrees that CIRA may forward to the Registrant any correspondence from third parties and may exercise its discretion to refuse to forward such correspondence. The Registrant agrees that CIRA shall have no liability for any claim, damage, loss or expense arising as a result of CIRA reviewing, sending, delaying or failing to review or send any such correspondence to the Registrant. The Registrant further acknowledges and agrees that CIRA has no control over the content of information that may be sent to the Registrant via CIRA and that CIRA shall have no liability for any claim, damage, loss or expense arising as a result of any such content.
- 5.4 WHOIS.
- WHOIS. The Registrant acknowledges and agrees that CIRA has no control over how any person uses the information disclosed by CIRA through the WHOIS database, whether or not the information is subject to domestic or foreign privacy laws.
REGISTRANT REPRESENTATIONS AND WARRANTIES
- 6.1 Representations and Warranties.
- Representations and Warranties. The Registrant covenants, represents and warrants to CIRA as follows:
- 6.2 Survival.
- Survival.The Registrant acknowledges and agrees that the limitations on warranties, conditions and liabilities, and the representations and warranties of the Registrant contained herein shall forever survive the expiry or termination of this Agreement or any suspension or deletion of any Domain Name Registration.
TERM; RIGHTS AND REMEDIES OF CIRA
- 7.1 Term.
- Term. The term of this Agreement (the “Term”) shall commence effective upon the date that the Registrant enters into this Agreement with CIRA and shall continue in force until terminated as set out herein.
- 7.2 Restrictions on Domain Name Registrations.
- Restrictions on Domain Name Registrations. CIRA may, in accordance with this Agreement, the Registry PRP or, in its sole discretion and at its sole option, restrict the Registrant’s ability to renew, transfer, modify, or delete any or all of the Registrant’s Domain Name Registrations.
- 7.3 Suspension and/or Deletion of Domain Name Registrations
- Suspension and/or Deletion of Domain Name Registrations CIRA may, in its sole discretion and at its sole option, upon notice to the Registrant suspend and/or delete a Domain Name Registration within 30 days of the registration of the Domain Name for any reason whatsoever. CIRA may also, in its sole discretion and at its sole option, upon notice to the Registrant suspend and/or delete a Domain Name Registration in the event that:
- 7.4 Suspension and/or Deletion by CIRA
- Suspension and/or Deletion by CIRA In addition to CIRA’s other rights and remedies herein, CIRA may at its sole discretion and at its sole option suspend and/or delete any Domain Name Registration that it deems necessary to (1) protect the integrity and stability of the registry; (2) to comply with any applicable laws, government rules or requirements, requests of law enforcement, or any dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of CIRA, as well as its officers, directors, and employees; or (4) to correct mistakes made by CIRA or any Registrar in connection with a Domain Name Registration.
- 7.5 Suspension and Deletion for Failure to Confirm Registration Information.
- Suspension and Deletion for Failure to Confirm Registration Information. CIRA may in its sole discretion and at its sole option immediately suspend a Domain Name Registration for failure by the Registrant to satisfactorily confirm the truth, accuracy and/or completeness of Registration Information upon CIRA’s request. During the period of suspension as prescribed by CIRA, the Registrant may at any time reactivate the suspended Domain Name Registration by satisfactorily confirming or correcting the Registration Information. If a Registrant fails to confirm the Registration Information in accordance with the Registry PRP within the period of suspension prescribed by CIRA, CIRA may, in its sole discretion, delete the Domain Name Registration.
- 7.6 Effect of Suspension.
- Effect of Suspension. During any period in which a Domain Name Registration has been suspended pursuant to the provisions of this Agreement or the Registry PRP:
- 7.7 Effect of Deletion of a Domain Name Registration.
- Effect of Deletion of a Domain Name Registration. Upon the deletion by CIRA of a Domain Name Registration for any reason pursuant to this Agreement:
- 7.8 Prohibition on New Registrations.
- Prohibition on New Registrations. CIRA, in its sole discretion, shall have the right to refuse any Registration Request from an Applicant if the Applicant previously had a Registrant Agreement terminated by CIRA.
- 7.9 Termination of Agreement by CIRA.
- Termination of Agreement by CIRA. CIRA may, in its sole discretion and at its sole option, terminate this Agreement by giving notice thereof to the Registrant (such termination to be effective on the date specified by CIRA in the notice) in the event that:
- 7.10 Termination by Registrant.
- Termination by Registrant. The Registrant shall be entitled (either directly or through the Registrar of Record) to terminate this Agreement at any time by giving 30 days notice to CIRA. The Registrant understands and agrees that there shall be no refund of any Fees in such event.
- 7.11 Effect of Termination of Agreement.
- Effect of Termination of Agreement. Upon termination of this Agreement for any reason: (a) all Domain Name Registrations in the name of the Registrant shall be immediately and automatically deleted and they shall be made available for any other person to register; (b) in the case of a Registrant who is a Member, the immediate and automatic termination of the Registrant’s Membership in CIRA; and (c) Sections 5.1, 6, 7.9, 8, 9 and 10 of this Agreement shall survive.
LIMITATIONS ON WARRANTIES, CONDITIONS, LIABILITY; INDEMNIFICATION
- 8.1 EXCLUSION OF REPRESENTATIONS, WARRANTIES AND CONDITIONS.
- EXCLUSION OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE REGISTRANT EXPRESSLY UNDERSTANDS AND AGREES THAT:
ALL SERVICES PROVIDED BY CIRA, INCLUDING WITHOUT LIMITATION, THE PROVISION OF DOMAIN NAME REGISTRATIONS (“SERVICES”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CIRA MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, CIRA MAKES NO WARRANTY:
- THAT THE REGISTRY WILL BE AVAILABLE AT ALL TIMES DURING THE TERM;
- THAT THE SERVICES WILL BE TIMELY, SECURE OR ERROR FREE;
- THAT THE SERVICES WILL BE FREE FROM BUGS OR VIRUSES;
- WITH RESPECT TO THE ACCESSIBILITY, COMPATIBILITY OR INTEROPERABILITY OF THE REGISTRY OR THE SYSTEMS ACCESSED BY THE REGISTRAR(S) OF RECORD AND/OR THE REGISTRANT; OR
- WITH RESPECT TO THE SECURITY OF THE REGISTRY OR ANY SYSTEMS ACCESSED BY THE REGISTRAR(S) OF RECORD AND/OR THE REGISTRANT.
- 8.2 LIMITATION OF LIABILITY
- LIMITATION OF LIABILITY NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, REGARDLESS OF THE FORM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT OR THE NUMBER OF CLAIMS, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR CIRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER IN RESPECT OF A BREACH OR DEFAULT IN THE NATURE OF A BREACH OF CONDITION OR FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH:
FOR GREATER CERTAINTY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS EXCLUSION OF LIABILITY SHALL APPLY TO ANY COSTS, LOSSES OR DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR RELATED TO ACCESS DELAYS OR INTERRUPTIONS TO THE REGISTRY, CIRA’S WEBSITE, ANY PRODUCT, SERVICE OR OPERATION (INCLUDING BUT NOT LIMITED TO E-MAIL AND VOIP) RELYING ON THE PROPER FUNCTION OF THE .CA DOMAIN, THE REGISTRANT’S WEBSITE, OR THE DOMAIN NAME REGISTRATION SYSTEM; ISSUES WITH THE DNS (“DOMAIN NAME SYSTEM”); UNAUTHORIZED USE OR MISUSE OF THE REGISTRATION INFORMATION; OR CIRA’S FAILURE OR REFUSAL TO REGISTER, RENEW, TRANSFER, MAINTAIN, MODIFY OR DELETE A DOMAIN NAME REGISTRATION.
THE REGISTRANT ALSO AGREES TO BE BOUND BY THE LIMITATION OF LIABILITY CLAUSE IN THE CIRA DOMAIN NAME DISPUTE RESOLUTION POLICY.
- 8.3 Indemnity.
- 9.1 Independent Contractors
- Independent Contractors The legal relationship between CIRA and the Registrant and CIRA and each Registrar of Record is that of independent contractors. Under no circumstances shall this Agreement be construed to create a partnership, agency or joint venture between CIRA and the Registrant or CIRA and any Registrar(s) of Record.
- 9.2 No Agency
- No Agency Neither party shall have any right, power or authority to act on behalf of the other party and neither party shall create any express or implied obligations or financial commitments on behalf of the other party.
- 9.3 Registrant Bound as a Principal
- Registrant Bound as a Principal The Registrant agrees that the Registrant is bound as a principal by all of the terms and conditions of this Agreement, and the Registry PRP, notwithstanding that the Registrar of Record and/or an agent of the Registrant applied for the registration of the Registrant’s selected Domain Name(s) on behalf of the Registrant. The continued registration of the Registrant’s Domain Name Registrations shall ratify any unauthorized actions of the Registrar of Record and any such agent. In addition, the Registrant is responsible for any errors made by the Registrar of Record or any such agent.
- 10.1 Notices.
- Notices. Any notice or other communication provided hereunder shall be in writing. Notices from CIRA to the Registrant shall be sent only by email to the email addresses listed in the Registration Information for the Registrant and/or the Registrant’s Administrative Contact, and will be deemed to have been given and received on the date on which they are sent. Notices from the Registrant to CIRA shall be sent by: (a) personal delivery, (b) courier, or (c) confirmed facsimile transmission, addressed to: General Counsel, CIRA 350 Sparks Street, Suite 306, Ottawa, Ontario K1R 7S8 and shall be effective on the earlier of: (i) confirmation of receipt or (ii) three days after the date of posting or transmission.
- 10.2 Time of Essence.
- Time of Essence. Time is of the essence in this Agreement.
- 10.3 Further Assurances.
- Further Assurances. Each party will promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement that the other party may reasonably require, for the purposes of giving effect to this Agreement.
- 10.4 Successors and Assigns.
- Successors and Assigns. This Agreement will enure to the benefit of, and be binding on, the parties and their respective administrators, executors or other legal representatives, successors and permitted and qualified assigns. CIRA may assign or transfer all or any part of its rights and obligations under this Agreement to any person The Registrant shall not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement without the prior written consent of CIRA, which consent shall be in CIRA’s sole discretion. Any such purported assignment or transfer, or attempt to so assign and transfer without CIRA’s prior written consent, shall be of no force and effect.
- 10.5 Entire Agreement.
- Entire Agreement. This Agreement (including the Registry PRP which are incorporated by reference herein) constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement.
- 10.6 Waiver.
- Waiver. A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. The waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s rights under this Agreement in respect of any continuing or subsequent default, breach or nonobservance (whether of the same or any other nature).
- 10.7 Severability.
- Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
- 10.8 Governing Law; Attornment.
- Governing Law; Attornment. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province and will be treated, in all respects, as an Ontario contract. The Registrant agrees to submit to the personal and exclusive jurisdiction of a court of competent jurisdiction in the City of Ottawa in the Province of Ontario.
- 10.9 Force Majeure.
- Force Majeure. Neither party shall be deemed to be in default hereunder for any delay or failure to perform its obligations under this Agreement resulting from causes beyond its reasonable control. Each party will use its best efforts to anticipate such delays and failures, and to devise means to eliminate or minimize them.
- 10.10 Remedies Cumulative.
- Remedies Cumulative. The rights and remedies of CIRA under this Agreement are cumulative and no exercise or enforcement by CIRA of any right or remedy hereunder shall preclude the exercise or enforcement by CIRA of any other right or remedy hereunder or to which it is otherwise entitled by law to enforce.
- 10.11 Language.
- Language. The parties to this Agreement have required that this Agreement and all deeds, documents and notices relating to this Agreement, be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.