These are the terms of our agreement and are subject to change. By paying our invoice you agree to these terms on any applicable services provided by Omega Assistants.
In the event that you and us have a dispute over this contract or related services you agree to be bound by the following:
For Dot-ca Domain Name(s) – CIRA’s Domain Name Dispute Resolution Policy (“CDRP”) which is available at http://cira.ca/assets/documents/CDRPpolicy.pdf
For Non Dot-ca Domain Name(s) – Uniform Domain Name Dispute Resolution Policy (“UDRP”) which is available at http://www.icann.org/udrp/udrp-rules-24oct99.html and http://www.icann.org/dndr/udrp/policy.htm
You agree and acknowledge that at any time CIRA or UDNDRP may be changed or updated at any time.
Claims and Liabilities
You warrant that your use of our services is not going to subject us to any claim(s) legal or otherwise. And that but signing this agreement for services that you will not do anything with those services that infringe on any other party’s rights morally or legally.
In the event that claims are brought against us due to these services, you agree to assist us in proving our innocence and to cover any fees legal or otherwise directly or indirectly related to the costs we may incur associated with the claim.
Not included in the Service(s)
Without limitation, we are not responsible for ensuring your services do not conflict or infringe on any other party’s rights legally or morally. It is your responsibility to know if you are infringing on the rights of others.
Should we be ordered by a court to cancel, modify, or transfer your services we will comply unless you contact us to contest the order.
It is your responsibility to communicate with litigants, potential litigants, and government authorities and it is NOT our responsibility to forward court orders or other communications to you.
If you use images or content from any other service provider you are responsible for ensuring an appropriate commercial license is obtained before the file is added to your site or other connected service associated with our agreement(s).
Renewal of Service(s)
You agree to an annually renewing contract for the domain registration and hosting service(s) outlined in this agreement. The renewal date will be listed in your Client Portal.
You also acknowledge that we will notify you approximately one (1) month prior to your renewal via email with any applicable invoice(s) attached. And that all invoices must be paid in full within fifteen (15) days of receipt or late fees may apply.
You also agree that in the event your renewal is not paid within thirty (30) after the date of expiration that the domain(s) will be considered abandoned and you relinquish all rights and use of the domain and related services to us. At which time we may dispose of, list for sale or otherwise handle at our discretion.
Governing Law and Jurisdiction
Except as otherwise stated in this agreement all aspects of this agreement shall be governed by the laws of Canada and the Province of Manitoba. You agree that this agreement is enforcible as though it was entered wholly into and performed within the Province of Manitoba and that the only action brought by you to enforce this Agreement or any matter brought by you and which is against or involves us and which relates to your use of the Services shall be brought exclusively in Winnipeg, Manitoba courts.
Nothing contained in this Agreement shall be seen as creating any agency, partnership, joint enterprise or employee/employer relationship between the parties.
The failure of us to require your performance of any provision does not affect the full right to require such performance at any time thereafter; not shall the waiver by us of a breach of any provision be seen or understood as a waiver of the provision.
In the event that any provision of this Agreement is unenforceable or invalid under the applicable law or by a court decision, such unenforceability or invalidity does not render this Agreement unenforceable or invalid as a whole. A revised or amended provision will be provided by us which achieves to the extent possible our original objectives and intent as reflected in the original provision.
You acknowledge and agree that neither we nor any other applicable third party shall be responsible for any failures or delays in performing our respective obligations due to any cause beyond our reasonable control, including but not limited to, acts of God, acts of civil or military authority, fires, wars, riots, earthquakes, storms, typhoons, and floods.
You agree that you may not assign your rights under this agreement to any party without our written consent and any attempt to do so will be null and void.
You also agree that we may assign our rights to any party directly related to our operations or ownership with prior written notice. You will be given a minimum of two (2) weeks to contest the assignment in the event this occurs.
“Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to be treated as confidential.
In the course of this project, we may receive from you (and you from us) Confidential Information. Any information received either by you or us is to be considered confidential unless otherwise stated. The receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organization, or entity.
However, the receiving party may use or disclose Confidential Information received from the other in order to comply with a court order, law or regulation, direction of governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.
Limits on Liability
While our aim is to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for.
We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose.
We cannot and do not promise or guarantee that services or products purchased or licensed from third-party vendors will be free from interruption or failure or that they will remain available for use for any specific period.
We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you, in any event, will not exceed the amount of fees actually invoiced and paid to us in connection with the project in question.
Specifically, we will not be responsible or liable to you for damages or loss caused by:
– your use of the designs and deliverables in ways that are not covered by the licenses we grant to you;
– anything is done by us on your instructions, or using the material you provided to us;
– any breach of these terms and conditions by you;
– any legal, governmental, contractual or other approvals that were required but which you did not obtain,
and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.
Other Legal Stuff
We are an independent contractor and not your employee, and thus, any laws by which ownership of the copyright in works created by an employee is automatically transferred to the employer do not apply (Canadian Copyright Act, or the work-for-hire principle under US copyright law, or other laws anywhere in the world).
This contract and all matters arising from it are governed by Canadian law.
The courts of Canada are the most appropriate and convenient courts to settle any dispute connected with this contract (including a dispute regarding the validity, existence or termination of the contract), and the courts of Canada have exclusive jurisdiction to settle any dispute arising from or connected with this contract.
Omega Assistants may amend these terms and conditions at any time without prior notice.
If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected.
A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit.
This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.
Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right to enforce any term of this contract, but this does not affect any right or remedy of a third party that exists or is available apart from the recognized Canadian law.