This Master Subscription Agreement, the Specific Terms and Conditions (as defined below), and any documents referenced in any of the foregoing (collectively, the “Agreement”) as accepted by Customer govern the purchase of the services by Customer from the Canada Internet Registration Authority (“CIRA”) as set out in the order form (“Order Form”). The term “Services” means the CIRA services set out in the Order Form.  For good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. The Services.

1.1 Upon Customer’s submission and CIRA’s acceptance of the Order Form (such date of acceptance is the “Effective Date”), CIRA grants Customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the Services, subject to Customer’s continued compliance with this Agreement. Customer also agrees to the additional terms and conditions that apply to and govern Customer’s use of the specific Services (the “Specific Terms and Conditions”) as set out in the table below which apply to the extent that Customer has subscribed to such Service(s):

1.2Customer agrees to provide CIRA with true, complete, current and accurate Customer information, where applicable, including but not limited to, product administrators, billing contacts, and marketing contacts. In the event there are any changes in Customer’s information, Customer shall promptly notify CIRA of such changes.

2. Pricing, Payments and Invoicing.

The pricing for the Services is set out in the Order Form.  Except as may otherwise be specified in an Order Form, CIRA will begin charging Customer for the Services on the Effective Date, with invoices issued on an annual basis, reflecting the applicable fees for one (1) year of Services, plus any applicable taxes. All taxes and levies of any nature applicable to the Services shall be paid by Customer. All fees are due within thirty (30) days from the date of invoice, are to be paid in Canadian dollars, without deductions or setoff. Any fees, when paid, are non-refundable, unless otherwise set out in this Agreement. In the event any amount is not paid by Customer within thirty (30) days from the date of invoice, CIRA may charge Customer interest accrued against such unpaid amount at a rate per annum equivalent to four percent (4%) non-compounded. CIRA reserves the right to suspend provision of the Services or terminate this Agreement in accordance with Section 3.3 for Customer’s failure to pay any amount owing to CIRA.

3. Term and Termination.

3.1Initial Term. The Agreement and the Services shall commence on the Effective Date and unless otherwise set out in an Order Form or terminated earlier as set out below, shall continue for a period of three (3) years (“Initial Term”).

3.2Renewal Term. Upon expiry of the Initial Term, the Agreement and the Services will be renewed automatically for additional periods of three (3) years (each, a “Renewal Term”) at CIRA’s pricing in effect as of the renewal date, unless either party gives written notice of its intent not to renew the Agreement and the Services at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term (the Initial Term and any Renewal Term are collectively, the “Term”).

3.3Termination. Customer or CIRA may terminate this Agreement and the Services if: (a) the other party breaches any material term of the Agreement (including a failure to pay fees when due), and fails to remedy such breach within thirty (30) days of receiving notice to do so by the non-defaulting party; (b) any proceeding in bankruptcy, receivership, liquidation or insolvency is commenced against the other party or its property, and the same is not dismissed within thirty (30) days; or (c) the other party makes any assignment for the benefit of its creditors, becomes insolvent, commits any act of bankruptcy, ceases to do business as a going concern, or seeks any arrangement or compromise with its creditors under any statute or otherwise.

3.4Termination for Convenience. CIRA may terminate this Agreement and the Services without cause at any time with ninety (90) days’ prior written notice to Customer. In the event of termination pursuant to this Section 3.4, at CIRA’s option, CIRA may either: (a) continue to provide the Services until the next anniversary of the Effective Date; or (b) provide Customer with a pro-rated refund of any applicable prepaid fees.

3.5Effect of Termination. Unless specified otherwise in this Agreement, upon termination or expiry of this Agreement, Customer’s access to the Services will end and CIRA will not be responsible in any way for Customer’s loss of the Services or for Customer’s access to alternative services.  All provisions of the Agreement which, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions (Section 5), confidential information (Section 6), warranties and disclaimer (Section 8), indemnity and limitations of liability (Section 9) and general provisions (Section 10).

4. Change in Services / Pricing.

Customer acknowledges and agrees that the Services may change over time, and that CIRA may make changes to the Services from time to time in its sole discretion.  CIRA may also change the pricing of the Services at the renewal date, which will reflect CIRA’s pricing in effect as of the renewal date.

5. Ownership.

5.1 Customer acknowledges and agrees that the Services and all rights therein are the property of CIRA and its licensors and that the domain name server, software, and all data and know-how used in the provision and operation of the Services are owned exclusively by CIRA and its licensors, and where applicable, are protected by copyright and other applicable intellectual property laws and Customer claims no ownership interest therein. Customer’s possession, access, and use of the Services does not transfer any rights, title, or interest in or to such intellectual property rights to Customer or any third party.

5.2 Customer agrees not to: (a) modify, adapt, alter, copy, reverse engineer or disassemble the Services, including without limitation any software or data contained therein, in any way; (b) rent, transfer, assign, share or sublicense the rights granted under this Agreement; (c) change, distort, or delete any copyright or other proprietary notices which appear in writing on or in the Services; and (d) use the Services in any way that violates applicable laws or regulations.

5.3 Customer acknowledges that the Services, including any software and data therein, is and contains CIRA’s Confidential Information (as defined below) and know-how and Customer shall not use such Confidential Information or know-how except to the extent necessary to exercise the rights granted to Customer in this Agreement. For greater certainty, Customer shall not disclose any performance, benchmarking, or feature-related information about the Services. Customer further agrees not to disclose, transfer or otherwise provide to any third party any portion of the Services or Confidential Information or know-how.

6. Confidential Information.

6.1 Customer and CIRA each agree to maintain all Confidential Information (as defined below) of the other party in confidence to the same extent that it protects its own similar Confidential Information (but in no event less than reasonable care) and to not use such Confidential Information for any purpose other than to exercise or perform its rights or obligations under this Agreement. “Confidential Information” shall mean any information disclosed or learned in connection with this Agreement, that the disclosing party (the “Disclosing Party”) has identified as confidential at the time of disclosure, or that based on the nature of the information or circumstances surrounding its disclosure, the receiving party (the “Receiving Party”) should reasonably understand to treat as confidential, and includes, without limitation, trade secrets and technical, financial or business information, data, ideas, concepts or know-how that is considered and treated as being confidential by the Disclosing Party. Customer’s data shall be deemed to be the Confidential Information of Customer. Confidential Information disclosed in a tangible or electronic form may be marked or otherwise identified with a legend as being confidential or proprietary, but in no event shall the absence of such mark or identification in any way affect the parties’ obligations hereunder, including without limitation the obligation to treat such information as Confidential Information. 

6.2 Customer and CIRA each agree to take all reasonable precautions to prevent any unauthorized disclosure or use of the Confidential Information of the other party including, without limitation, disclosing such Confidential Information only to its employees or contractors with a need to know, and who are parties to appropriate agreements with sufficiently similar terms to this Agreement.

6.3 The foregoing restrictions on use and disclosure shall not apply with respect to Confidential Information which is: (a) known to the Receiving Party before receipt from the Disclosing Party; (b) generally available to the public (or becomes so) without the fault or negligence of the Receiving Party; (c) rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) independently developed by the Receiving Party or its affiliates without any use of the Disclosing Party’s Confidential Information. The Receiving Party may make disclosures required by court order or for the defense or pursuit of legal action provided the Receiving Party uses diligent efforts to limit disclosure, advises the Disclosing Party, and, upon request, assists the Disclosing Party in obtaining confidential treatment or a protective order.  The Receiving Party agrees to return the Disclosing Party’s Confidential Information upon termination or expiration of this Agreement, or upon any request of the Disclosing Party.

7. Service Levels.

Certain Services are subject to service level agreements.  Service level agreements that are applicable to certain specific Services are attached to and form part of the applicable Specific Terms and Conditions (the “Specific Service Level Agreement”). Customer’s sole and exclusive remedy and CIRA’s sole and exclusive liability for breach of any Specific Service Level Agreement will be for CIRA to provide a credit, in accordance with the Specific Service Level Agreement, for future Services.  CIRA’s obligations with respect to any Specific Service Level Agreement shall be contingent on the Customer using the Services in accordance with this Agreement, and in accordance with any CIRA instructions provided to Customer in relation to the Services. CIRA shall have no obligations with respect to any failures of the Services which are the result of accident, abuse, misapplication, or events outside of CIRA’s control.

8. Warranty and Disclaimer.

Each party warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.  Except as expressly set out in this Agreement or in the Specific Terms and Conditions, the Services are provided “as is” and “as available”, and neither CIRA nor any of its affiliates, shareholders, officers, directors, licensors, subcontractors, suppliers, representatives, employees or agents (collectively, the “Representatives”) makes any warranties, guarantees, or representations of any kind, either express or implied, with regard to any Services. To the maximum extent permitted by law, CIRA and its Representatives specifically disclaims all other warranties of any kind, whether express or implied, or statutory, including, but not limited to, any warranties of title, non-infringement, uninterrupted or error free operation, merchantability, or fitness for a particular purpose.  

9. Indemnity and Limitation of Liability.

9.1Limitation of Liability.

9.1.1 In no event shall CIRA or any of its Representatives be liable to Customer or any third party with respect to the Services or any errors, omissions, or inaccuracies in any content accessible through the Services.

9.1.2 In no event shall CIRA or any of its Representatives be liable for any indirect, incidental, consequential, exemplary or punitive damages or lost profits, lost revenue or economic or special damages of any kind, whether in contract, tort or otherwise (including in each case negligence), even if such damages were reasonably foreseeable or CIRA has been advised of the possibility of such damages.

9.1.3 In no event shall the cumulative liability of CIRA or any of its Representatives for any loss or damages exceed the amount of fees paid to CIRA by Customer during the twelve (12) months preceding the claim. This limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts.

9.2 Customer acknowledges and agrees that this Section 9 represents a reasonable allocation of risk and that in the absence of the indemnity and limitations of liability provisions, the terms of this Agreement would be substantially different.

9.3Indemnity. Customer shall indemnify, defend (at CIRA’s option) and hold CIRA harmless from and against any and all claims, damages (including incidental and consequential damages), losses, costs and expenses (including reasonable legal fees) which CIRA may suffer or incur arising out of: (i) any breach of the terms and conditions in this Agreement by Customer; (ii) any acts or omissions by Customer, or its Representatives; (iii) Customer or its Representatives’ use of the Services; and (iv) Customer or its Representatives’ failure to comply with all applicable laws, rules, regulations or ordinances.

10. General Provisions

10.1Marketing. Customer agrees that CIRA may publicly list Customer as a recipient of the Services, and may publicly announce, by press release, or otherwise, the relationship between Customer and CIRA created by this Agreement.

10.2Notices. Any notice or other communication to CIRA shall be in writing and sent by personal delivery, email, prepaid registered mail, or overnight courier, addressed to CIRA. Any notice or other communication to Customer shall be sent to Customer’s email address, as provided in Customer’s account.

10.3Entire Agreement. This Agreement, including the Specific Terms and Conditions, represent the entire agreement between Customer and CIRA, and supersedes all previous agreements, promises, proposals, representations, understanding and negotiations, whether written or oral, between Customer and CIRA respecting the subject matter hereof. To the extent of any conflict between this Agreement and the Specific Terms and Conditions, the provisions of the Specific Terms and Conditions shall prevail and govern with respect to the particular Service.

10.4Modification of Terms and Conditions. Although CIRA may attempt to notify Customer when major changes are made to this Agreement, Customer should periodically review the most up-to-date version, available on CIRA’s website. CIRA may, in its sole discretion, modify or revise this Agreement and its policies at any time, and Customer agrees to be bound by such modifications or revisions by Customer’s continued use of the Services. This Agreement may not be amended or modified except by CIRA. CIRA reserves the right to correct clerical or similar errors relating to the price or any other terms shown in any Order Form, invoice, agreement, or CIRA policies.

10.5Third Party Beneficiaries; Relationship of the Parties. Except as expressly set out in this Agreement, this Agreement does not provide and shall not be construed to provide third parties with any remedy, claim, cause of action or privilege. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the parties. Both parties are acting as independent contractors under this Agreement.

10.6Governing Law. This Agreement and the relationship between Customer and CIRA shall be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada, and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts located in Ottawa, Ontario over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement. The parties expressly agree that theUnited Nations Convention on Contracts for the International Sale of Goodswill not apply to this Agreement or any transactions in relation to this Agreement.

10.7Assignment; Enurement. This Agreement may not be assigned by Customer or CIRA without the prior express consent of the other, except that CIRA will be able to assign this Agreement without the consent of Customer to any affiliated entity of CIRA (which for greater certainty may be an existing entity or an entity which CIRA creates) for the purposes of providing the Services. Any other attempt to assign this Agreement in violation of this Section shall be a breach of this Agreement and shall be null and void. This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.

10.8Subcontracting. CIRA may subcontract any of its services or obligations, in whole or in part, under this Agreement without notice or consent of Customer.

10.9Payment Timing. Time is of the essence in respect of all payment obligations under this Agreement.

10.10Further Assurances. Customer shall execute and deliver all such further documents and instruments and do all acts and things as CIRA may reasonably require to carry out the full intent and meaning of this Agreement.

10.11Force Majeure. Except for the payment obligations hereunder, parties shall be excused from any delay or failure in performance of its obligations hereunder to the extent caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labour disputes and strikes, riots, acts of terrorism, war or other unanticipated occurrences or problems, and governmental requirements (“Force Majeure”).

10.12Severability. The provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall be held unenforceable by any court of competent jurisdiction, it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

10.13Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.