This Domain Name Registration and Administration Services Agreement (the "Agreement") between you and QuickSilk, Inc. ("QuickSilk") governs your use of the QuickSilk domain name registration and administration services set forth herein (collectively, the "QuickSilk Services"). You acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement, as well as the terms and conditions of QuickSilk’s registrar and any additional rules or policies that are or may be published by QuickSilk from time to time.
This Agreement as well as any additional rules and policies, together with all modifications thereto, constitute the complete and exclusive agreement between you and QuickSilk concerning your use of the QuickSilk Services, and supersede and govern all prior proposals, agreements, or other communications.
Domain Name Registration, Administration, and Renewal Services
.com, .net, and .org Registrations and Renewals. QuickSilk currently provides the QuickSilk Services through services provided by a registrar accredited through the Internet Corporation for Assigned Names and Numbers ("ICANN") for the .com, .net and .org top-level domains. ICANN oversees the .com, .net, .org, .biz, .info, and .us top-level domains ("TLDs"). QuickSilk accepts applications to register and renew domain names with .com, .net, .org, .biz, .info, and .us TLDs in Roman-alphabet languages.
Upon accepting your application to register or renew a domain name with a .com, .net, .org, .biz, .info, or .us TLD, QuickSilk essentially acts as your sponsor for that application. All .com, .net and .org domain name applications will be processed through QuickSilk’s registrar. The registration and renewal applications we process are not effective until the domain name registration or renewal information you provide us is delivered to the registry administrator for the .com, .net, .org, .biz, .info, or .us TLDs, as applicable, and the registry administrator puts into effect your domain name registration or renewal.
You acknowledge that you have read, understood and agree to be bound by all terms and conditions of ICANN's Uniform Domain Name Dispute Resolution Policy (the "UDRP"), as amended from time to time, which is hereby incorporated and made a part of this Agreement by reference for all .com, .net and .org domain name registrations or renewals. This can be found on the WWW at http://www.icann.org/dndr/udrp/policy.htm.
No Guarantee of Registration or Renewal. You acknowledge and agree that QuickSilk does not guarantee that you will be able to register or renew a desired domain name, even if an inquiry indicates that domain name is available, since QuickSilk cannot know with certainty whether or not the domain name which you are seeking to register is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or renewal process or related databases, including the various WHOIS databases. You further acknowledge and agree that QuickSilk may elect to accept or reject your application for registration or renewal for any reason at its sole discretion, such rejection including, but not limited to, rejection due to a request for registration or renewal of a prohibited domain name. You also acknowledge and agree that QuickSilk is not liable or responsible in any way for any errors, omissions or any other actions by any registry administrator arising out of or related to your application for and registration of, renewal of, or failure to register or renew a particular domain name. You additionally agree to indemnify, defend and hold harmless QuickSilk and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your application for and registration of, renewal of, or failure to register or renew, a particular domain name.
The Customer Relationship. By submitting the domain name registration application to QuickSilk, you acknowledge and agree that you are a customer of QuickSilk for purposes of the QuickSilk Services. You further acknowledge that there is no customer relationship between you and QuickSilk’s registrar created hereunder. You agree that upon termination of QuickSilk’s relationship with its registrar, QuickSilk may, in its sole discretion, with the assistance of its legacy registrar transfer your domain name registration to a new registrar partner at no additional charge to you and that this Agreement will continue in full force and effect.
Your Representations. By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in connection with such application for registration, maintenance, or renewal are complete and accurate; (b) to your knowledge, the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not knowingly use the domain name in violation of any applicable laws or regulations. You agree and acknowledge that it is your responsibility to determine whether your domain name registration infringes or violates someone else's rights including, but not limited to, whether any foreign language translations of your domain name, infringe or violate someone else's rights.
Domain Name Registrant. QuickSilk considers the entity named as the administrative contact for the domain name at the time the controlling User name and password are secured to be the registrant of that domain name.
User Name and Password. The first time you apply to use the QuickSilk Services, you will receive a User name and password. That User name and password are the means through which you access certain functionalities of the QuickSilk Services. Please safeguard the User name and password you receive from any unauthorized use. You acknowledge and agree that in no event will QuickSilk be liable for the unauthorized use or misuse of your User name or password.
Fees; Renewals. As consideration for the QuickSilk Services, you agree to pay QuickSilk, upon submission of your domain name application, renewal application, or registrar transfer application to QuickSilk, the then-current fees set forth in the QuickSilk price schedule for such services. All fees are non-refundable, in whole or in part, even if your domain name registration is suspended, canceled or transferred prior to the end of your then-current registration term. QuickSilk reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion.
Your domain name application, renewal application, or registrar transfer request will not be submitted to QuickSilk’s registrar until we receive actual payment of the registration, renewal, or transfer fee, or reasonable assurance of payment of the registration, renewal, or transfer fee from some other entity (such reasonable assurance as determined by QuickSilk in its sole discretion).
In the event of a charge back by a credit card company (or similar action by another payment provider allowed by us) or other non-payment by you in connection with your payment of the registration, renewal, or registrar transfer fee, you acknowledge and agree that the registration shall be transferred to QuickSilk as the entity that has paid the registration, renewal, or transfer fee for that registration to the registry, and that we reserve all rights regarding such domain name including, without limitation, the right to make the domain name available to other parties for purchase. We will reinstate any such registration solely at our discretion, and subject to our receipt of the applicable registration, renewal, or transfer fee and our then-current reinstatement fee.
The administrative contact for a domain name will be notified at least thirty (30) days before a renewal fee is due. Unless you instruct otherwise by contacting QuickSilk, your domain name registration will be automatically renewed on its anniversary date for a further one-year registration term. In consideration for this automatic renewal, we will charge the credit card you used to secure the initial term of registration with us our then-current renewal fee. Should you wish to change either your billing information or the term of your renewal registration, you must do so at thirty (30) business days before the day that the domain name is due to expire by contacting QuickSilk, otherwise your credit card will be charged. If the credit card you used to secure the initial term of registration with us has expired or is otherwise invalid, we will notify you of this fact and give you with an opportunity to provide us with a valid credit card or other reasonable assurance of payment (such reasonable assurance as determined by QuickSilk in its sole discretion). If no such information is provided prior to the expiration date of the domain name, your domain name registration will not be renewed. At any time before the expiration of your domain name registration, you may renew your domain name by contacting QuickSilk.
Revisions and Additions to this Agreement
You acknowledge that the Internet, domain name system and the practice of registering and administering domain names are evolving, and therefore you agree that QuickSilk may modify this Agreement, as well as any additional rules or policies that are or may be published by QuickSilk, as necessary to comply with any ICANN-accepted policy, or with any other agreements that QuickSilk is currently bound by or will be bound by in the future, as well as to adjust to changing business circumstances. Your continued use of any domain name registered through QuickSilk shall constitute your acceptance of this Agreement as well as additional rules or policies that are or may be published by QuickSilk, each with the new modifications. If you do not agree to any of such changes, you may request that your domain name registration be canceled or transferred to a different domain name registrar. You acknowledge and agree that such cancellation or request for transfer will be your exclusive remedy and our sole liability if you do not wish to abide by any changes to this Agreement or any additional rules or policies that are or may be published by QuickSilk.
Use of Information
You hereby acknowledge and agree that, in connection with your use of certain of QuickSilk Services, you are required to provide certain information and to update promptly this information as needed to keep it current, complete and accurate. Except as set forth below, all other information which we may request from you in connection with domain name registration, administration, and renewal services is voluntary.
Domain Name Registration, Administration and Renewal Services.
The information you are obligated to provide and keep current in connection with your use of QuickSilk's domain name registration, administration, and renewal services is the following: (i) your full name (or the name of the authorized person for contact purposes, if registration is for an organization, corporation or association), postal address, email address, voice telephone number, and fax number, if available (or if different, that of the domain name holder); (ii) the domain name being registered; and (iii) the name, postal address, email address, voice telephone number, and where available, fax number for the administrative contact, technical contact and billing contact for the domain name registration.
You acknowledge and agree that when you renew a domain name registration, the type of information you are required to provide may have changed. If you do not wish to provide the new required information, the registration may not be renewed.
Additional Information Maintained. In addition to the information you provide (the "User Information"), QuickSilk may maintain records relating to any domain name application received by QuickSilk, as well as any domain name registered through, administered, or renewed by QuickSilk. We also maintain records relating to the QuickSilk Services that we provide to you. These records may include, but are not limited to: (i) the original creation date of a domain name registration, renewal, or request for service; (ii) the submission date and time of a registration or renewal application to us and by us to the proper registry; (iii) communications (electronic or paper form) constituting submissions, forwarding, modifications, or terminations of service and related correspondence between you and us; (iv) records of your account, including dates and amounts of all payments and refunds; (v) the IP addresses of the primary nameserver and any secondary nameservers for the domain name; (vi) the corresponding names of those nameservers; (vii) the name, postal address, email address, voice telephone number, and where available, fax number of the zone contact for a domain name; (viii) the expiration date of a domain name registration; and (ix) information regarding all other activity between you and us regarding your use of the QuickSilk Services (collectively, "Other Information"). To process your registration or renewal application, QuickSilk may provide the User Information and the Other Information to its registrar.
Obligations Relating to the Information You Provide.
In the event that (i) in applying for the registration of a domain name you are providing information about a third party, or (ii) you license a domain name registered in your name to a third party, you hereby represent and warrant that you have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) that you have obtained that third party's express consent to the disclosure and use of that party's information as set forth in this Agreement.
You acknowledge and agree that willfully providing inaccurate or unreliable information or willfully failing to update information promptly will constitute a material breach of this Agreement that will be sufficient basis for cancellation of your domain name registration. You further acknowledge and agree that your failure to respond within fifteen (15) calendar days to inquiries by QuickSilk concerning the accuracy of contact details associated with your domain name registration shall constitute a material breach of this Agreement and will be sufficient basis for cancellation of your domain name registration.
Disclosure and Use of Information.
You acknowledge and agree that QuickSilk may make available information you provide or that we otherwise maintain to such public or private third parties as applicable laws require or permit. QuickSilk may disclose personal information about Visitors or Members, or information regarding your use of the Services or Web sites accessible through our Services, for any reason if, in our sole discretion, we believe that it is reasonable to do so, including: to satisfy laws, such as the Electronic Communications Privacy Act, regulations, or governmental or legal requests for such information; to disclose information that is necessary to identify, contact, or bring legal action against someone who may be violating our Acceptable Use Policy or other user policies; to operate the Services properly; or to protect QuickSilk and our Members.
You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name or use of any QuickSilk Services (including any updates to such information), whether during or after the term of your registration of a domain name or other services. You further acknowledge that QuickSilk’s registrar may use certain of the information provided by QuickSilk regarding your domain name registration or renewal application in a manner consistent with our registrar’s terms of usage and user agreement. QuickSilk will only provide its registrar with that information necessary to process your registration. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of information provided by you by QuickSilk.
QuickSilk will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Agreement.
QuickSilk will take reasonable precautions to protect the information it obtains from you from our loss, misuse, unauthorized access or disclosure or use, or alteration or destruction, of that information. QuickSilk will have no liability to you or any third party to the extent such reasonable precautions are taken.
Communications. Communications with QuickSilk are not private and may be published either in their entirety or in edited form at any time, at the sole discretion of QuickSilk.
Ownership of Data. You acknowledge and agree that QuickSilk owns all database, compilation, collective and similar rights, title and interests worldwide in our domain name and other proprietary information databases, and all information and derivative works generated from those databases. Additionally, you hereby grant to QuickSilk a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up right and license to use in our business, however it evolves, including the rights to copy, distribute, display, perform, transmit, prepare derivative works from or otherwise use without restriction (other than as set forth in Section 3 of this Agreement) the following information: (a) the original creation date of a domain name registration, (b) the expiration date of a domain name registration, (c) the name, postal address, email address, voice telephone number, and where available fax number of the technical contact, administrative contact, zone contact and billing contact for a domain name registration, (d) any remarks concerning a registered domain name that appear or should appear in a WHOIS or similar database, and (e) any other information we generate or obtain in connection with the provision of the QuickSilk Services. QuickSilk does not have any ownership interest in your specific personal registration information or other information other than our rights in our domain name database, as set forth in this Section 4.
Agents and Licenses
You agree that, if you are using the QuickSilk Services for someone else, you represent that you have the authority to nonetheless bind that person as a principal to all terms and conditions provided herein. You accept liability for harm caused by wrongful use of the QuickSilk Services. You agree that if you license the use of a domain name registered in your name to a third party, you nonetheless remain the domain name holder of record, and remain responsible for all obligations under this Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both your own full contact information, and accurate technical, administrative, billing and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name and domain name registration. As further required by ICANN, you shall accept liability for harm caused by wrongful use of the domain name, unless you promptly disclose the identity of the licensee to a party providing you with reasonable evidence of actionable harm.
System Performance Degradation
QuickSilk’s delivery of the QuickSilk Services depends upon its computer system and the computer system of its registrar, both of which are responsive to the demands of the domain name registration process. Occasionally, QuickSilk’s computer system or its registrar’s computer system are subjected to exceptional volumes of incoming domain name registration requests, electronic mail messages, and/or WHOIS queries that result in significant degradation of QuickSilk’s or its registrar’s system processing and response time. Regardless of the reason, in those instances when there is system performance degradation as the result of an extremely large volume of incoming electronic messages, QuickSilk reserves the right, in its sole discretion, to filter or block electronic messages originating from the identified sources of the high-volume traffic. QuickSilk will selectively restore service after system performance returns to normal limits, provided that such restoration does not result in an adverse impact on the system. QuickSilk further reserves the right to permanently filter or block repeated sources of high volumes of electronic traffic.
Limitation of Liability
YOU AGREE THAT QuickSilk WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) SUSPENSION, LOSS, OR MODIFICATION OF YOUR DOMAIN NAME REGISTRATION, (b) USE OF YOUR DOMAIN NAME REGISTRATION, (c) INTERRUPTION OF BUSINESS, (d) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) ACCESSED BY THE DOMAIN NAME REGISTERED IN YOUR NAME, (e) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, (f) EVENTS BEYOND QuickSilk’S REASONABLE CONTROL, (g) THE PROCESSING OF YOUR DOMAIN NAME APPLICATION OR OTHER SERVICE APPLICATION, OR (h) APPLICATION OF ANY RELEVANT DISPUTE POLICY OR ANY OTHER ICANN (OR SIMILAR GOVERNMENTAL OR SUCCESSOR ORGANIZATION) ADOPTED POLICIES. QuickSilk ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF QuickSilk HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL QuickSilk'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE QuickSilk SERVICES, BUT IN NO EVENT GREATER THAN FIVE HUNDRED DOLLARS ($500.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless QuickSilk for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third-party claim, action, or demand related to (i) your use of the QuickSilk Services, including, but not limited to, your application for registration, registration, or renewal of any domain name registered in your name, and (ii) your use of any domain name registered in your name. This indemnification is in addition to any indemnification required under the UDRP or any similar policy.
Representations and Warranties
YOU REPRESENT THAT, TO THE BEST OF YOUR KNOWLEDGE AND BELIEF, NEITHER THE REGISTRATION OF THE DOMAIN NAME YOU HAVE APPLIED FOR NOR THE MANNER IN WHICH IT IS INTENDED TO BE OR IS DIRECTLY OR INDIRECTLY USED INFRINGES THE LEGAL RIGHTS OF A THIRD PARTY. YOU FURTHER REPRESENT AND WARRANT THAT ALL INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR USE OF THE QuickSilk SERVICES IS ACCURATE AND CURRENT. THE QuickSilk SERVICES ARE PROVIDED TO YOU "AS IS." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE QuickSilk SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION TO THE FOREGOING, QuickSilk MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE YOU EITHER FROM CHALLENGES TO YOUR DOMAIN NAME REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME REGISTERED TO YOU.
Suspension, Cancellation, Transfer or Modification
You acknowledge and agree that QuickSilk may suspend, cancel, transfer or modify your use of the QuickSilk Services at any time, for any reason, in QuickSilk’s sole discretion. You also acknowledge and agree that QuickSilk may suspend, cancel, transfer or modify your domain name registration if (a) you materially breach this Agreement (including any applicable additional rule or policy) and do not cure such breach within five (5) calendar days of notice by QuickSilk, (b) you use the domain name registered to you to send unsolicited commercial advertisements in contradiction to either applicable laws or customary acceptable usage policies of the Internet, or (c) you use your domain name in connection with unlawful activity. You further acknowledge and agree that your domain name registration is subject to suspension, cancellation, transfer or modification pursuant to the terms of any rules or policies applicable to your domain name registration, including, but not limited to (i) the UDRP, (ii) any ICANN-adopted policy, (iii) any registrar or registry administrator procedures, or (iv) any other ccTLD registry administrator procedures. You also agree that QuickSilk shall have the right in its sole discretion to suspend, cancel, transfer or otherwise modify your domain name registration at such time as QuickSilk receives (x) a properly authenticated notification from a court of competent jurisdiction, or (y) an arbitration award requiring the suspension, cancellation, transfer or modification of your domain name registration.
Governing Laws and Venue
Governing Law. Except as otherwise set forth in the UDRP or any similar ccTLD policy with respect to any dispute over your domain name registration, this Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the Canada and the Province of Ontario, as if the Agreement was a contract wholly entered into and wholly performed within the Province of Ontario.
Venue. Except as otherwise set forth in the UDRP or any similar ccTLD policy with respect to any dispute over your domain name registration, any action to enforce this Agreement or any matter relating to your use of the QuickSilk Services shall be brought exclusively in the District Court in Ottawa, Ontario or if there is no jurisdiction in such court, then in Ontario Provincial Court located in Ottawa, Ontario. Notwithstanding the foregoing, for the adjudication of disputes concerning or arising from use of domain names registered hereunder, you acknowledge and agree that you shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts where QuickSilk’s headquarters are located, currently Ottawa, Ontario.
You agree that, unless other instructions are posted on QuickSilk’s Web site, any notices required to be given under this Agreement will be deemed to have been given if delivered by email or fax, or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service to each of the parties in accordance with the most current contact information you have provided to us, and the contact information for QuickSilk posted on QuickSilk’s Web site. All notices shall be effective upon receipt, except that email and fax notices shall be effective upon transmission.
Location of Service. You agree and acknowledge that any acceptance of your application for the QuickSilk Services and the performance thereof will occur at our offices in Ottawa, Ontario, the location of our principal place of business.
Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
No Waiver. The failure of QuickSilk to require your performance of any provision hereof shall not affect its right to require such performance at any time thereafter; nor shall the waiver by QuickSilk of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. QuickSilk will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of QuickSilk as reflected in the original provision.
Amendment and Modification. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of QuickSilk.