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Registrant Agreement: Version 2.0

Registrant Agreement
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:

ARTICLE 1
INTERPRETATION

1.1 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:

“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;

“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.

ARTICLE 2
AGREEMENT, REGISTRY PRP, AND AMENDMENTS BY CIRA

2.1 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. 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. 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.

ARTICLE 3
DOMAIN NAMES PROVISIONS

3.1 Registrations of Domain Names.

(a) Applications. The Registrant acknowledges and
agrees that applications for the registration of a Domain Name shall be made
to CIRA only by the Registrar of Record, on behalf of the Registrant, in
accordance with this Agreement and the Registry PRP.

(b) Processing of Applications. CIRA shall process
complete applications for the registration of a Domain Name. CIRA, in its sole
discretion, shall have the right to approve or reject any application for the
registration of a Domain Name and/or agree or refuse to register any Domain
Name for any reason whatsoever with no liability of CIRA whatsoever to the
Registrant, the Registrar of Record or any other person. CIRA will give
notice to the Registrar of Record upon the approval or rejection of an
application.

3.2 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. 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. 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.

(a) Agent for the Registrant. The
Registrant acknowledges and agrees that the Administrative Contact is hereby
irrevocably authorized by the Registrant to: 1. act as the Registrant’s
agent in connection with the Registrant’s Domain Name Registrations; 2.
be CIRA’s contact for the Registrant and the Domain Name
Registration(s); and 3. is recognized by CIRA and hereby irrevocably
authorized by the Registrant to take any and all actions in connection with
the Domain Name Registration(s) including, without limitation, renewing,
transferring, modifying, or deleting it. Notwithstanding the foregoing, in
the event of any dispute between the Registrant and the Registrant’s
Administrative Contact, the Registrant shall prevail.

(b) Registrant and Administrative Contact Email
Addresses. The Registrant acknowledges and agrees that CIRA notices to
the Registrant will be sent by email only, as set forth in Section 10.1
(Notices). It is solely the responsibility of the Registrant to ensure that
the email addresses of the Registrant and its Administrative Contact are at
all times functional and accurate and to make arrangements with its
Administrative Contact to receive any notices that are sent by CIRA only to
the Registrant’s Administrative Contact. If CIRA can show that a notice
was sent to either the Registrant or the Registrant’s Administrative
Contact email addresses, CIRA shall not be liable to the Registrant or any
third party for damages arising from a failure to receive notice from CIRA.

3.6 Registrars.

(a) Changes of Registrar.

(1) Time Period. The Registrant may change
the Registrar of Record with respect to a Domain Name Registration at any time
once 60 days has elapsed from the date of registration of the Domain Name.

(2) Replacement of Registrar. In the event
that the Registrar of Record is no longer a Registrar for any reason, has had
its certification as a Registrar suspended, revoked or terminated, and/or the
Registrar Agreement between CIRA and the Registrar of Record is terminated or
expires, the Registrant shall be responsible for changing such Registrar of
Record to a new Registrar. Such change must occur within 30 days of notice
being given to the Registrant, or such other period of time specified by CIRA.

(3) Agreement and Registry PRP. Any change
of the Registrar of Record must be done in accordance with this Agreement and
the Registry PRP.

(b) Registrar as Agent. The Registrant
acknowledges and agrees that the Registrar of Record is hereby also
irrevocably authorized to act as the Registrant’s agent in connection
with Domain Name Registrations. Accordingly, any communication and/or
instructions to or from the Registrar of Record will be taken as being to or
from the Registrant. Without limiting the generality of the foregoing, the
Registrant acknowledges and agrees that the Registrar of Record may cancel the
Registrant’s Domain Name Registration within 5 days from the
registration of the Domain Name at their discretion and without the
Registrant’s consent.

(c) Registrar Obligations. The Registrant
acknowledges that the Registrar of Record has a number of obligations to CIRA,
and should the Registrar fail to comply with such obligations, CIRA may
require the Registrant to change such Registrar of Record to a new
Registrar.

3.7 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.

ARTICLE 4
CERTAIN REGISTRANT OBLIGATIONS

4.1 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:

(a) submit Registration Information to CIRA upon request,
and ensure at all times that the Registration Information is true, complete
and accurate;

(b) promptly give notice to the Registrar of Record (for
communication to CIRA), of any change to any Registration Information;

(c) comply with and observe all Applicable Laws;

(d) immediately give notice to CIRA of any pending or
threatened claim, demand, action, cause of action, proceeding, lawsuit,
investigation or application (collectively a “Claim”) in
relation to any Domain Name Registration (or any judicial requests or orders
to produce documents or information obtained from or supplied to the Registry)
that became known to the Registrant;

(e) not engage in any direct or indirect activity
which, in CIRA’s reasonable opinion, is designed to bring, or may bring,
the Registry into disrepute, is designed to interfere, or may interfere, with
CIRA’s operations or is designed to expose, or may expose, CIRA to
prosecution or to legal action by the Registrant or a third party;

(f) act in good faith towards CIRA;

(g) not allow any third party to use or operate any Domain
Name Registration registered in the name of the Registrant and not register
any Domain Name as agent for, or on behalf of, any third party in any manner
whatsoever, including without limiting the generality of the foregoing, for
the purposes of lending, leasing, licensing or otherwise granting rights in
such Domain Name Registration to any third party for monetary or non-monetary
consideration, unless such third party: (i) otherwise qualifies under the
applicable Registry PRP including without limitation CIRA’s Canadian
Presence for Registrants which is located on CIRA’s website at www.cira.ca/assets/Documents/Legal/Registrants/CPR.pdf; or
(ii) is an Affiliate of the Registrant. For this purpose, “third
party” means any Person other than CIRA and the Registrant.

(h) be wholly responsible for the use and operation of any
third, fourth, or further sub-level domain to any second level Domain Name
Registration in the Registrant’s name and the Registrant shall ensure
that the use and operation of any such sublevel domain is conducted in
compliance with this Agreement and the Registry PRP;

(i) not use any trade-mark, trade-name or symbol of CIRA
or any trade-mark, trade-name or symbol likely to be confused therewith;
and

(j) be wholly responsible for taking, or ensuring
that the Registrar of Record deletes a Domain Name Registration during the
Auto-Renew Grace Period, as such term is defined in the General
Registration Rules, if the Registrant does not wish that the Domain Name
Registration be renewed.

4.2 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.

ARTICLE 5
REGISTRATION INFORMATION

5.1 Consent to Use of Registration Information. The
Registrant consents to the collection, use, storage and disclosure of
Registration Information, including any personal information of the
Registrant, as set out in CIRA’s Privacy Policy, which is located
on CIRA’s website at: www.cira.ca/assets/Documents/Legal/Registrants/privacy.pdf.

5.2 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. 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. 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.

ARTICLE 6
REGISTRANT REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties. The Registrant covenants,
represents and warrants to CIRA as follows:

(a) Authorization. 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.

(b) Registration Information. During the Term of
this Agreement, all Registration Information is and at all times shall be
true, complete and accurate and not misleading.

(c) No Infringement. During the Term of this
Agreement, neither the registration of any Domain Name nor the manner in which
the Registrant intends to use or uses such Domain Name will directly or
indirectly infringe or otherwise violate the copyright, trade-mark, patent or
other intellectual property or other rights of any person or defame any person
or unlawfully discriminate against any person or breach any Applicable
Laws.

(d) Qualification. During the Term of this
Agreement, the Registrant meets and shall continue to meet all the
requirements of this Agreement and the Registry PRP to: (a) be a Registrant,
(b) apply for the registration of a Domain Name Registration, and (c) hold and
maintain a Domain Name Registration, including without limitation CIRA’s
Canadian Presence Requirements for Registrants, which is located on
CIRA’s website at: www.cira.ca/assets/Documents/Legal/Registrants/CPR.pdf.

6.2 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.

ARTICLE 7
TERM; RIGHTS AND REMEDIES OF CIRA

7.1 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. 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.
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:

(a) the Registration Information concerning such Domain
Name Registration contains false, misleading, incomplete, and/or inaccurate
information;

(b) the Registrar of Record fails to pay to CIRA
when due any Fees payable by the Registrar of Record to CIRA with respect to
a Domain Name Registration for any reason whatsoever;

(c) the Registrant breaches any term of this
Agreement or any of the Registry PRP;

(d) the Registrant at any time fails to meet all
of the requirements of this Agreement and/or the Registry PRP to: (a) be a
Registrant, (b) apply for the registration of a Domain Name Registration,
and/or (c) hold and maintain a Domain Name Registration, including without
limitation CIRA’s Canadian Presence Requirements for Registrants,
which is located on CIRA’s website at: www.cira.ca/assets/Documents/Legal/Registrants/CPR.pdf;

(e) the Registrant engages in any direct or
indirect activity which in CIRA’s reasonable opinion: (1) brings, or may
bring, the Registry into disrepute; (2) interferes, or may interfere, with the
Registry and/or CIRA’s operations; and/or (3) exposes, or may expose,
CIRA to prosecution or to legal action by the Registrant or a third party;

(f) maintaining the Domain Name Registration would
put CIRA in conflict with requirements of Applicable Laws, or any applicable
federal, provincial or territorial human rights legislation or the Criminal
Code (Canada), or the terms of an order, ruling, decision or judgment of a
court, tribunal, board, administrative body, commission or arbitrator;

(g) the deletion, transfer or suspension of a Domain Name
Registration is required by an order or decision under CIRA’s Domain
Name Dispute Resolution Policy or an order, ruling, decision or judgment of a
court, tribunal, board, administrative body, commission or arbitrator; or

(h) the designation by the government of Canada of
CIRA to manage, operate and control the Registry is terminated or CIRA is no
longer recognized at the international level as having the exclusive authority
to operate the Registry.

7.4 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. 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. During any period in which a Domain
Name Registration has been suspended pursuant to the provisions of this
Agreement or the Registry PRP:

(a) the Domain Name Registration will not be included in
the list of Domain Name Registrations transferred on a daily basis to the
Registry’s primary domain name server and accordingly, an Internet user
will not be able to send an email or access a web page which incorporates such
Domain Name Registration;

(b) no transactions or activities associated with the
Domain Name Registration and/or information concerning the Domain Name
Registration will be possible, including without limitation, renewals,
transfers, deletions, modifications or other requests or transactions;

(c) CIRA will continue to list such suspended Domain Name
Registration in the WHOIS look up system of the Registry and the WHOIS look up
system will indicate that the Domain Name Registration has been suspended;

(d) CIRA may reactivate the suspended Domain Name
Registration at any time in its sole discretion; and

(e) CIRA may extend the period of suspension at any time
for such period as CIRA may determine in its sole discretion.

7.7 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:

(a) the Registrant will no longer be entitled to the use
of such Domain Name Registration and accordingly, an Internet user will not be
able to send an email or access a web page which incorporates such Domain Name
Registration;

(b) the Domain Name Registration will be deleted from the
Registry and will be available for registration in the name of another
person;

(c) CIRA will list the deleted Domain Name Registration as
available in its WHOIS look up system; and

(d) if the Registrant is a Member, the Registrant will
cease being a Member forthwith after deletion of the Domain Name Registration,
unless the Registrant has at least one other Domain Name Registration.

7.8 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. 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:

(a) the Registrant breaches any term of this Agreement or
any of the Registry PRP, other than as set forth in Sections 7.8(b) through
(g), and fails to cure that breach within 10 days of receipt of notice from
CIRA;

(b) the Registrant disrupts or abuses CIRA’s
registry services as determined by CIRA in its sole discretion, acting
reasonably;

(c) all of the Domain Name Registrations registered in the
name of the Registrant have been deleted or have expired;

(d) the designation by the government of Canada of CIRA to
manage, operate and control the Registry is terminated or CIRA is no longer
recognized at the international level as having the exclusive authority to
operate the Registry;

(e) the Registrant files, or consents to the filing
against it of, any petition for relief, reorganization or liquidation under
any bankruptcy or insolvency law of any jurisdiction, or has any such petition
filed against it that is not dismissed within 30 days thereafter;

(f) the Registrant makes a general assignment for the
benefit of its creditors, or consents to the appointment of a custodian,
receiver, trustee or other officer with similar powers over a substantial
portion of its assets, or has any proceeding seeking such an appointment filed
against it;

(g) an execution or any other process of any court shall
become enforceable against the Registrant; and/or

(h) the Registrant ceases to carry on business in the
normal course, dissolves or is wound up, or ceases to exist as the Person
listed in the Registry.

7.10 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. 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.

ARTICLE 8
LIMITATIONS ON WARRANTIES, CONDITIONS, LIABILITY; INDEMNIFICATION

8.1 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 NON-INFRINGEMENT.

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. 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:

(A) CIRA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL NOT HAVE ANY LIABILITY TO THE REGISTRANT FOR ANY
ECONOMIC, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, ANY LOST REVENUES OR PROFITS) ARISING OUT OF OR RELATED TO
THIS AGREEMENT, AND

(B) CIRA’S ENTIRE LIABILITY FOR ANY CLAIM ARISING
OUT OF OR RELATED TO THIS AGREEMENT (OTHER THAN LIABILITY FOR DEATH OR
PERSONAL INJURY CLAIMS) SHALL BE LIMITED TO ACTUAL, DIRECT, PROVABLE DAMAGES
NOT TO EXCEED THE AMOUNT RECEIVED BY CIRA FROM THE REGISTRAR OF RECORD FOR
THE DOMAIN NAME REGISTRATION THAT IS THE SUBJECT OF SUCH CLAIM.

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.

(a) The Registrant agrees to defend, indemnify and save
CIRA 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 the Registrant’s use of the Services, including without
limitation the Registrant’s use of any Domain Name Registration, the
Registrant’s violation of the Registrant Agreement or Registry PRP, or
the Registrant’s violation of any rights of another person.

(b) If a Claim is made, or CIRA believes a Claim is
likely, CIRA may seek written assurances from the Registrant concerning their
obligation to indemnify CIRA. The Registrant acknowledges and agrees that its
failure to provide those assurances may be considered by CIRA to be a material
breach of this Agreement.

(c) CIRA shall have the right to participate in any
defence by the Registrant of a third-party claim, with counsel of CIRA’s
choice at CIRA’s own expense. CIRA shall reasonably cooperate in the
defence at the Registrant’s request and expense. The Registrant must
receive CIRA’s prior written consent regarding any related settlement of
a Claim.

ARTICLE 9
LEGAL RELATIONSHIP

9.1 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. 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. 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.

ARTICLE 10

GENERAL TERMS

10.1 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 979 Bank Street, Suite 400, Ottawa,
Ontario K1S 5K5 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 is of the essence in this
Agreement.

10.3 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. 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. 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. 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 non-observance (whether of the same or any other nature).

10.7 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. 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. 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. 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. 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.