Venture™ General Terms of Service for Domain Name Lessees

Last Updated: January 22, 2019

Please carefully read these General Terms of Service for Domain Name Lessees (these "Terms"), which are a binding contract between Venture Media Labs, Inc. ("Venture") and Lessee (defined below) and govern Lessee’s use of Services (defined below). These Terms exempt Venture and other persons from liability or limit their liability, specify the jurisdiction and procedure for resolution of disputes and contain other important provisions.

If you are Lessee, then by applying for an Account and each time you use Services you signify your agreement to be bound by the most current version of these Terms. If you are an authorized representative of Lessee, then by applying for an Account on behalf of Lessee and each time you use Services on behalf of Lessee you signify Lessee’s agreement to be bound by the most current version of these Terms and you represent and warrant that you have legal authority to agree to the most current version of these Terms on behalf of Lessee and to use Services on behalf of Lessee.

If Lessee does not agree to these Terms, then neither Lessee nor any person on behalf of Lessee may apply for an Account or use Services.

  1. Introduction, Key Definitions, and Other

    1. Binding Agreement: These Terms are a binding agreement between Lessee and Venture (collectively the “Parties” and each a “Party”) and govern Lessee’s use of Services, which include an online marketplace for use by domain name owners and potential domain name lessees to make agreements for the lease of domain names (the “Marketplace”).
    2. Key Definitions: In these Terms, the following capitalized words have the following meanings and other capitalized words have the meanings set out elsewhere in these Terms: "Account" means a valid and subsisting account with Venture for use of Services; "Authorized User" means an individual who is authorized by Lessee to use Services on Lessee’s behalf, including giving information, instructions and documents to Venture on Lessee’s behalf, provided that if Lessee is an individual then references to "Authorized User" include Lessee; "Domain Name" means an internet domain name;  "IP Rights" means all intellectual property rights of any nature and kind whatsoever (including trademark rights and copyright), whether or not registered or registrable, now or hereafter in force and effect throughout all or any part of the world; "Owner" means a person (including an entity) who posts a Listing (defined in section 3.1) or leases a Domain Name pursuant to a Lease Agreement (defined in section 3.1); "Representatives" means directors, officers, partners, shareholders, employees, contract workers, agents, affiliates, licensors and other personnel and representatives, and Lessee’s Representatives are deemed to include all Authorized Users; "Services" means the Website, the Marketplace and all other services provided or made available by or on behalf of Venture to or for the benefit of Lessee pursuant to these Terms; "Tax" means any federal, state, provincial or municipal sales, use, value-added, property, excise, import, foreign, withholding or other governmental tax, duty, charge, levy, fee, excise, tariff or assessment of any nature whatsoever now or hereafter imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto; "Lessee" means the person (including an entity) identified in an Account or application for an Account as “Lessee”; and "Website" means the internet website accessible using the domain name <www.venture.com>.
    3. Other Agreements and Additional Terms: These Terms are in addition to all other written agreements between the Parties regarding Services (collectively "Other Agreements"). Certain features or functionalities of a Service may be subject to additional terms and conditions (collectively "Additional Terms") available on the Website. If and to the extent there is a conflict or inconsistency between these Terms and the provisions of any Other Agreement or Additional Terms, then:  the provisions of the Other Agreement will take priority and govern regarding the relevant Service; and  the provisions of the Additional Terms will take priority and govern regarding the relevant features or functionalities of the relevant Service.
    4. Changes to these Terms:
      1. General: Venture may change these Terms from time to time without any notice to Lessee by posting the changed Terms on the Website at www.venture.com/terms. The changed Terms will be effective immediately on posting on the Website, unless the changed Terms expressly state otherwise. Lessee is solely responsible for checking the “Last Updated” date at the top of these Terms and reviewing any changes since the previous version. Subject to section 1.4(b), by using any Service after these Terms have been changed by Venture, Lessee signifies Lessee’s agreement to the changed Terms. Lessee may not change, supplement or amend these Terms in any manner.
      2. Exception: If Lessee does not agree to and accept a change to these Terms made by Venture pursuant to section 1.4(a), then within thirty (30) days after the effective date of the change Lessee will give notice expressly rejecting the change to Venture and in those circumstances, unless the Parties expressly agree in writing otherwise, the change expressly rejected by Lessee will not apply to or be binding on Lessee provided that Lessee does not submit any additional Application (defined in section 3.1) to Venture. For greater certainty and unless the Parties expressly agree in writing otherwise, if Lessee submits an Application to Venture after delivering a rejection notice to Venture pursuant to this section 1.4(b), then all rejection notices previously delivered by Lessee pursuant to this section 1.4(b) will be deemed withdrawn by Lessee.
    5. Improvements to Services: Venture in its discretion may make additions and improvements (including the addition of new functionalities and new services) to any or all Services from time to time without any notice to Lessee or any other person.
  2. Account and Authorized Users

    1. Account: Lessee must have an Account in order to use Services. Lessee may have only one (1) Account at a time. Subject to these Terms, Lessee may apply for an Account using the processes made available for that purpose by Venture. Venture in its discretion and for its sole convenience may accept or reject Lessee’s application for an Account.
    2. Prohibitions: Unless Venture expressly agrees in writing otherwise, Lessee may not apply for an Account if Lessee is prohibited by applicable law from using any Service or if Venture has previously:  prohibited Lessee from applying for an Account or using a Service;  terminated an Account held by Lessee or refused to activate an Account held by Lessee; or  terminated any other agreement between Lessee and Venture.
    3. Representations/Warranties by Lessee: By submitting an application for an Account, Lessee represents and warrants that:  Lessee has all requisite power, capacity, authority and approvals required for Lessee to lawfully accept these Terms and to lawfully perform Lessee’s obligations and exercise Lessee’s rights under these Terms; and  Lessee’s acceptance of these Terms and performance of Lessee’s obligations and exercise of Lessee’s rights under these Terms will not conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) now or in the future owed by Lessee to any other person.
    4. Authorized Users:
      1. General: Subject to these Terms, Lessee will use Services through one or more Authorized Users only. Lessee will ensure that each Authorized User uses Services on behalf of Lessee only and strictly in accordance with the restrictions and requirements set out in these Terms. Lessee is fully responsible and liable for all acts and omissions by or on behalf of each Authorized User and each Authorized User’s use of Services, including all instructions, information and documentation provided to Venture by an Authorized User. Lessee will ensure that each Authorized User fully complies with all restrictions and requirements set out or referenced in these Terms.
      2. Restrictions/Requirements: To be an Authorized User, an individual must be of legal age (the age of majority) in the jurisdiction in which the individual lives (which in most jurisdictions is either 18 or 19 years of age) and capable of forming a binding contract under applicable law. Unless Venture expressly agrees in writing otherwise, an individual may not be an Authorized User or use any Service if Venture has previously prohibited the individual from using a Service. Venture reserves the right in its discretion and for its sole convenience to refuse to permit any individual to be an Authorized User, and to restrict, suspend or terminate (in whole or in part) any Authorized User’s permission to use Services at any time and without any notice to Lessee or the Authorized User. By authorizing an individual to be an Authorized User, Lessee represents and warrants that the individual is eligible to be an Authorized User as set out in this section 2.4(b).
      3. Credentials: Each Authorized User will be required to use valid and subsisting unique identifiers (e.g. user name, email address and password) registered by or on behalf of Lessee with Venture (collectively “Credentials”) to use Services on behalf of Lessee. Credentials are specific to Lessee, and may not be shared with or transferred to any other person (other than an Authorized User for use on behalf of Lessee). Lessee will ensure that each Authorized User keeps Credentials secure and confidential at all times, does not permit any person to use Credentials (other than another Authorized User for use on behalf of Lessee), and immediately notifies Venture if the Authorized User knows or suspects that any Credentials have become known to or used by any unauthorized person. Lessee is fully responsible and liable for the security of Credentials and all use and misuse of Credentials. If Venture in its discretion considers a Credential to be unsecure or to have been misused, then Venture may immediately cancel the Credential without any notice to Lessee or any other person. Venture in its discretion may require Lessee to change Credentials from time to time.
      4. Instructions/Authority: Venture may accept and act on any information, instruction or document given through Lessee’s Account or using Credentials. Venture is not under any obligation to verify the actual identity or authority of any person accessing or using Lessee’s Account or using Credentials, but Venture in its discretion may at any time require verification of the identity and authority of any person accessing or using Lessee’s Account or using Credentials and may deny access to Lessee’s Account or refuse to accept or act on any information, instruction or document if Venture is not satisfied with the verification.
      5. Monitoring Use: Venture is not obliged to monitor the use of Services by Authorized Users, but Venture reserves the right to do so in Venture’s discretion (including for the purposes of performing Services, verifying compliance with these Terms or complying with applicable laws) without any notice to Lessee or any other person. Services may automatically monitor, record and report to Venture information regarding use of Services by Authorized Users, and Venture may use and disclose that information to provide Services to Lessee and to perform Venture’s obligations and exercise Venture’s rights under these Terms and applicable law. Lessee will obtain from each Authorized User his or her informed consent to Venture’s collection, use, disclosure and retention of information (including personal information) regarding the Authorized User and the Authorized User’s use of Services as set out in this section 2.4(e) and Venture’s Privacy Policy (online: www.venture.com/privacy) and as otherwise permitted by applicable law.
    5. Information/Documentation:
      1. General: To apply for, activate and use an Account, Lessee may be required to provide certain information and documentation and give certain authorizations or instructions to Venture. Lessee will ensure that all information and documentation provided by or on behalf of Lessee to Venture regarding Lessee’s application for an Account, the activation and use of Lessee’s Account and each Authorized User is true, accurate, current and complete. Lessee will immediately update that information and documentation, using applicable online processes available through the Website using Lessee’s Account, to accurately record any changes to the information and documentation. Venture will rely on the information and documentation provided by or on behalf of Lessee. Venture is not obligated to verify the truth, accuracy, currency or completeness of any information or documentation provided by or on behalf of Lessee, but Venture in its discretion may do so, and Lessee hereby consents to Venture making reasonable inquiries and investigations that Venture considers appropriate to verify the information and documentation provided by or on behalf of Lessee. For greater certainty, Lessee is and will remain solely responsible and liable for all loss, damage and liability (including additional costs) that Lessee, Venture or any other person may incur as a result of any breach of Lessee’s obligations under this section 2.5.
      2. Tax Residence: Without limiting the generality of section 2.5(a), Lessee represents and warrants that Lessee’s sole residence for Tax purposes is the country in which Lessee’s postal address (as set out in Lessee’s Account information) is located. Lessee acknowledges that Venture and Owners may rely on that information to determine whether or not to deduct, withhold, charge or collect Tax. Lessee will immediately give Venture notice of any change to the Lessee’s residence for Tax purposes.
    6. Deactivation/Suspension of Account: Lessee for its sole convenience may give notice to Venture at any time requesting that Venture restrict the functionality of Lessee’s Account so that the Account can no longer be used to submit an Application (defined in section 3.1). Venture for its sole convenience may suspend or deactivate Lessee’s Account at any time and without any notice to Lessee or any other person. Deactivation or suspension of Lessee’s Account will automatically result in the cancellation of all Applications that have not be accepted, but will not result in the termination of any Lease Agreement (defined in section 3.1) or the termination of these Terms.
  3. Applications and Lease Agreements

    1. Additional Definitions: In these Terms: "Application" means an offer to lease a Listed Domain Name submitted by Lessee using applicable processes available through the Marketplace; "Business Details" means the business details of a proposed or actual Lease Agreement, including the monthly fee payable for the leased Domain Name and the applicable Intended Purpose; "Domain Name Lease Terms and Conditions" means the standard form legal terms and conditions for a Lease Agreement (available on the Website at www.venture.com/terms);  "Intended Purpose" means the purpose for which Lessee will use a Listed Domain Name if Lessee’s Application regarding the Listed Domain Name is accepted by the relevant Owner; "Lease Agreement" means an agreement for the lease of a Listed Domain Name made by Lessee and the relevant Owner using applicable online processes available through the Marketplace as contemplated by these Terms;  "Listed Domain Name" means a Domain Name that is advertised for lease in a Listing; and "Listing" means an advertisement for the lease of a Domain Name published by an Owner on the Marketplace.
    2. Listings:
      1. Access/Use: Subject to these Terms, Lessee may use applicable available online processes available through the Marketplace to review and obtain information regarding Listings for the sole purpose of assessing and selecting Listed Domain Names and submitting Applications regarding Listed Domain Names.
      2. Purpose and Changes/Cancellation: Lessee acknowledges that each Listing is an invitation by the Owner of the relevant Listed Domain Name for offers to lease the relevant Listed Domain Name, and is not an offer capable of acceptance by Lessee. Lessee acknowledges that a Listing may be changed or canceled (including automatic cancellation on expiration of a specified period) by the relevant Owner or by Venture at any time effective immediately without any notice to Lessee.
      3. Acknowledgement: Lessee acknowledges that the information set out in a Listing is provided by the relevant Owner. Venture is not obligated to investigate, review, assess, verify or conduct any due diligence regarding any Owner, Listing or Listed Domain Name, and does not endorse or recommend any Owner, Listing or Listed Domain Name
      4. Prohibited Use: Lessee will not use the information available through a Listing to directly contact the Owner who posted the Listing or to negotiate or enter into any lease or license (or similar arrangement) regarding any Domain Name except for a Lease Agreement made using the processes available through the Marketplace. Lessee acknowledges that Venture intends the Marketplace to be the exclusive online platform used by Owners to advertise and market the availability of Listed Domain Names for lease and to enter into lease agreements regarding Listed Domain Names.
    3. Applications:
      1. Process: Subject to these Terms, Lessee may submit an Application in response to a Listing to the Owner who posted the Listing. The Marketplace may reject any Application that does not comply with applicable restrictions or requirements established and revised by Venture in its discretion from time to time.
      2. Business Details: Lessee will include in each Application the Business Details (including the Intended Purpose) required by the applicable online processes available through the Marketplace.
      3. Acknowledgement: Lessee acknowledges that Lessee intends each Application to be a legally binding offer by Lessee to lease the relevant Listed Domain Name, which offer is open for acceptance by the relevant Owner unless and until the Application is canceled by Lessee or Venture as set out in these Terms.
      4. Cancellation of Applications: Subject to these Terms, Lessee may use applicable online processes available through the Website using Lessee’s Account to cancel any Application at any time before the Application is accepted by the applicable Owner. Venture in its discretion may cancel any Application at any time before the Application is accepted by the applicable Owner and without any notice to Lessee if Venture reasonably believes that the use of the relevant Listed Domain Name for the applicable Intended Purpose would violate Venture’s Acceptable Use Policy (online at www.venture.com/terms) or that Lessee has breached these Terms.
      5. Domain Name Lease Terms and Conditions: Lessee acknowledges that, unless Venture in its discretion expressly agrees in writing otherwise, each Application will be deemed to include and incorporate by reference the most current version of the Domain Name Lease Terms and Conditions in force when the Application is submitted by Lessee as the exclusive legal terms and conditions that will govern a Lease Agreement for the relevant Listed Domain Name if the relevant Owner accepts the Application. Venture in its discretion may change the standard form Domain Name Lease Terms and Conditions from time to time without any notice to Lessee by posting a new version of the Domain Name Lease Terms and Conditions on the Website at www.venture.com/terms. Lessee is solely responsibility for checking the “Version Number” at the top of the standard form Domain Name Lease Terms and Conditions and reviewing and obtaining legal advice regarding any changes since the previous version before Lessee submits each Application.
      6. Referrals: Lessee acknowledges that Venture may operate a referral program that allows persons approved by Venture (each a "Referral Affiliate") to refer potential lessees to the Marketplace and to receive a fee (payable by the relevant Domain Name owner) in respect of each Domain Name leased by the referred potential lessee. If Lessee has been referred to the Marketplace by a Referral Affiliate and uses the referral link provided by the Referral Affiliate, then the Marketplace will cause each Application to indicate that a fee is payable by the relevant Owner to a Referral Affiliate if the Application is accepted by the Owner.
      7. Lessee Due Diligence: Lessee is solely responsible and liable for evaluating each Listing (including conducting appropriate due diligence regarding the Listed Domain Name and Lessee’s Intended Purpose for the Listed Domain Name, reviewing the applicable version of the Domain Name Lease Terms and Conditions [as set out in section 3.3(e)], and reviewing all agreements, terms of service and policies [including acceptable use policies domain name dispute resolution policies] that govern the registration and use of the Listed Domain Name as specified by the applicable domain name registry authority or the applicable domain name registrar for the Listed Domain Name) before Lessee decides to submit an Application regarding the Listing.
    4. Representations/Warranties: By submitting an Application regarding a Listed Domain Name, Lessee represents and warrants to Venture as follows:
      1. Rights: Lessee has and will continue to have the lawful right to submit the Application and to lease the Listed Domain Name pursuant to a Lease Agreement, and Lessee is and will remain ready, willing and able to enter into a Lease Agreement for the Listed Domain Name.
      2. Accurate Information/Documentation: The information set out in the Application and all other information and documentation provided by or on behalf of Lessee to Venture regarding the Application is true, accurate, current and complete.
      3. Legal Compliance/Non-Infringement: Lessee’s Intended Purpose for the Listed Domain Name will:  comply with: (1) all applicable laws; (2) all agreements, terms of service and policies (including acceptable use policies and domain name dispute resolution policies) that govern the registration and use of the Listed Domain Name as specified by the applicable domain name registry authority or the applicable domain name registrar for the Listed Domain Name; and (3) Venture’s Acceptable Use Policy (online at www.venture.com/terms); and will not violate, infringe or misappropriate any rights (including IP Rights) of any person;
      4. Legal Terms and Conditions: Lessee has read and understands the Domain Name Lease Terms and Conditions and is and will remain ready, willing and able to enter into a Lease Agreement regarding the Listed Domain Name based solely on the Domain Name Lease Terms and Conditions as contemplated by these Terms.
    5. Acceptance/Rejection by Owner:
      1. Notice/Information to Owner: If an Application is accepted by the Marketplace for processing, then the Marketplace will make available to the relevant Owner details of the Application and information about Lessee (including Lessee’s name and the Intended Purpose).
      2. Owner Due Diligence: Lessee acknowledges that an Application may be subject to evaluation and due diligence by the relevant Owner before the relevant Owner decides to accept or reject the Application. On request by the relevant Owner, Venture in its discretion may request Lessee provide additional information and documentation for consideration by the relevant Owner. Venture is not obligated to investigate, review, assess, verify or conduct any due diligence regarding any Application.
      3. Acceptance/Rejection of Application: Lessee acknowledges that an Application may be accepted or rejected by the relevant Owner in the Owner’s discretion using applicable online processes available through the Website. If the relevant Owner rejects an Application using applicable online processes available through the Website, then the Application will no longer be available for acceptance by the relevant Owner unless the Application is resubmitted by Lessee. If the relevant Owner accepts an Application using applicable online processes available through the Website, then the Website will send (by email) an acceptance notice to Lessee and will disclose the Owner’s name and email address to Lessee.
    6. Lease Agreement: Lessee acknowledges as follows:
      1. Creation: A relevant Owner’s acceptance of an Application using applicable online processes available through the Website will immediately result in a valid and binding Lease Agreement regarding the relevant Listed Domain Name, and that no further action or formality (such as a signed paper contract) will be required for the Lease Agreement to be valid and binding on Lessee and the relevant Owner.
      2. Parties: The only parties to a Lease Agreement resulting from the relevant Owner’s acceptance of an Application are the Owner and Lessee. For greater certainty, and notwithstanding any other provision of these Terms or anything done pursuant to these Terms, Venture is not a party to any Lease Agreement and Venture is not responsible or liable to Lessee or any other person for the performance of any Lease Agreement or any other act or omission by either party (Lessee or Owner) to any Lease Agreement. For greater certainty, these Terms are not part of any Lease Agreement.
    7. No Professional Advice: Services do not include any professional advice (including any legal, financial, investment, accounting or Tax advice) regarding a Lease Agreement. Lessee is solely responsible and liable for obtaining all professional advice required by Lessee regarding Lessee’s obligations and rights under each Lease Agreement.
    8. No Monitoring of Owner: Services do not include any monitoring of any Owner’s performance of the Owner’s obligations or exercise of the Owner’s rights under any Lease Agreement. Lessee is solely responsible and liable for monitoring each Owner’s performance of the Owner’s obligations and exercise of the Owner’s rights under each Lease Agreement.
  4. Contract Administration Services to Owners

    1. General: Venture in its discretion may agree with each Owner who is a party to a Lease Agreement to provide certain services to the Owner, to assist the Owner to administer the Lease Agreement (collectively "Contract Administration Services"), including acting as the "Service Provider" contemplated by the Lease Agreement, providing escrow services regarding the leased Domain Name (a "Leased Domain Name") and accepting payments under the Lease Agreement from Lessee.
    2. Acknowledgement: Lessee acknowledges that Contract Administration Services are limited services provided by Venture to an Owner (not to Lessee) to assist the Owner to administer a Lease Agreement and that Owner (not Venture) is and will remain solely responsible and liable for Owner’s performance of Owner’s obligations and exercise of Owner’s rights under the Lease Agreement.
    3. Venture as Service Provider: If Venture agrees with an Owner to be the Service Provider for a Lease Agreement, then subject to these Terms (including section 4.5):
      1. No Amendment to Lease Agreement: Lessee will not amend or otherwise change any terms and conditions (including the fees or any legal terms and conditions) of the Lease Agreement without Venture’s express prior written consent, which consent will not be unreasonably withheld. For greater certainty, the foregoing restriction in this section 4.3(a) applies even if the relevant Owner requests or agrees to a proposed amendment or change to the Lease Agreement.
      2. Payments: Lessee will use the applicable processes purposefully made available by Venture to pay all amounts owing to the Owner under the Lease Agreement to Venture as the payment administration service provider to the Owner for the Lease Agreement.
      3. Acting on Information/Instructions: Venture may accept and rely on information provided by the Owner and may accept and implement the Owner’s instructions (including instructions to suspend or Lessee’s use of a Leased Domain Name or to give notices to Lessee on behalf of Owner) all without any liability to Lessee or any other person.
    4. Tax Remittances:
      1. Taxes: Lessee acknowledges that an Owner may instruct Venture, as the Owner’s payment administration service provider, to deduct from payments received by Venture (on behalf of the Owner) from Lessee under a Lease Agreement and to remit to the relevant governmental authority any or all of the following Tax remittances:  the applicable amount of Canadian GST/HST;  a percentage amount specified by the Owner on account of Canadian Withholding Tax; and  a percentage amount specified by the Owner on account of U.S. Withholding Tax (collectively "Tax Remittances").
      2. Information, Instructions and Documentation: On request by Lessee, Venture will provide or make available to Lessee information regarding Tax Remittances made by Venture pursuant to this section 4.4. On request by Venture (including during Lessee’s application for an Account), Lessee will provide Venture with information, instructions and documents (including prescribed forms and certificates signed by Lessee) relating to Tax Remittances. Venture is entitled to accept and rely on, and is not obligated to investigate or verify, all information, instructions and documents relating to Tax Remittances provided by Lessee or any Owner.
      3. Tax Residency: Lessee acknowledges that whether applicable law requires Tax Remittances with respect to Lessee’s payments under a Lease Agreement will depend on the Tax residence of Lessee and the relevant Owner. Venture will rely on Lessee (as set out in section 2.5(b)) and each relevant Owner to determine their respective Tax residence.
      4. Responsibility: Lessee acknowledges that each relevant Owner (not Venture) is responsible for determining whether applicable law requires Tax Remittances and the amount of each required Tax Remittance for each Lease Agreement, and that Venture may rely on the Owner’s determination and instructions (if any) regarding Tax Remittances without any investigation or verification whatsoever. Except as expressly set out in this section 4.4, Venture is not obligated to deduct, withhold or remit, whether on behalf of Lessee or any Owner, any amount on account of any Tax applicable to any payment received by Venture (on behalf of Owner) from any Lessee.
      5. Definitions: In these Terms: "Canadian GST/HST" means a tax payable under Part IX of the Excise Tax Act (Canada), as amended or replaced from time to time; "Canadian Withholding Tax" means an amount required to be withheld or deducted from a payment under Part XIII of the Canadian Income Tax Act, as amended or replaced from time to time; and "U.S. Withholding Tax" means an amount required to be withheld or deducted from a payment under the U.S. Internal Revenue Code of 1986, Subtitle A, Chapter 3, as amended or replaced from time to time.
      6. Reservation by Venture: Notwithstanding any other provision of these Terms, Venture in its discretion and for its sole convenience may either refuse to provide Contract Administration Services (including acting as the Service Provider) regarding a Lease Agreement or terminate Contract Administration Services (including acting as the Service Provider) regarding a Lease Agreement without any notice or liability to Lessee.
  5. Additional Obligations

    1. Information/Documents: On request by Venture, Lessee will provide to Venture all information, instructions and documents that Venture reasonable considers necessary for Venture to perform Venture’s obligations or exercise Venture’s rights under these Terms and to provide Contract Administration Services regarding a Lease Agreement. Lessee will ensure that all information, instructions and documents provided by or on behalf of Lessee to Venture are true, accurate, current and complete. If any information, instructions or documents previously provided by Lessee to Venture expires or becomes out-of-date or inaccurate in any respect, then Lessee will promptly provide updated information, instructions or documents to Venture.
    2. Legal Compliance/Third Party Rights: Lessee will comply, and ensure that all of Lessee’s Representatives comply, at all times with all applicable laws in all relevant jurisdictions (including all laws relating to IP Rights, domain names and Taxes) regarding Lessee’s use of Services, Lease Agreements and the use of Leased Domain Names. Without limiting the generality of the foregoing in this section 5.2, Lessee is solely responsible and liable for ensuring that Lessee’s use of Services, each Application, each Lease Agreement and the use of each Leased Domain Name: at all times complies with all agreements, terms of service and policies (including acceptable use policies and domain name dispute resolution policies) that govern the registration and use of the Leased Domain Name as specified by the applicable domain name registry authority (e.g. ICANN) or the domain name registrar (e.g. Uniregistry or GoDaddy) for the relevant Domain Names (which agreements, terms of service and policies are available on the websites of the relevant domain name registry authority and registrar); and  does not violate, infringe or misappropriate any rights (including IP Rights) of any person.
    3. Notices: Subject to these Terms, throughout the term of each Lease Agreement Lessee will promptly deliver to Venture copies of all notices (including notices of breach and notices of termination) that are either given by Lessee to the relevant Owner pursuant to the Lease Agreement or received by Lessee from the Owner pursuant to the Lease Agreement.
    4. Permitted/Prohibited Uses of Services:
      1. Permitted Use: Subject to these Terms and all applicable laws, during the term of these Terms Lessee may use, and authorize Authorized Users to use on behalf of Lessee, Services for the sole purpose of Lessee’s lawful, internal business purposes only. Use of Services for any other purpose or in any other manner is strictly prohibited.
      2. Prohibited Use - General: Lessee will not, and will ensure that Authorized Users do not:  use any Service in any manner, by any means, or for any purpose not expressly permitted by these Terms;  use any Service or information obtained through any Service for the benefit of any other person;  attempt to circumvent the ordinary navigational structure, technical delivery systems or display of any Service or otherwise attempt to access or use any Service by any means that is not purposefully made available for that purpose by Venture;  use any Service in a way that interferes with or threatens, damages, disrupts, compromises or degrades the integrity, functionality, operation, performance or security of the Service or any related system, service or data, or to attempt to gain unauthorized access to any Service or any related system, service or data;  copy, reproduce, distribute, imitate, publish, republish, translate, repost, publicly display, publicly perform, transmit, distribute, license, sublicense, grant, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, create any interest in, commercialize or commercially exploit, or otherwise give or make available or permit access or use of any Service or any information available through any Service to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge;  collect, copy, store or use any information available through any Service (including information available on the Marketplace) for any purpose other than the authorized use of the Service in accordance with these Terms;  use any Service to send or distribute unsolicited commercial messages or advertisements;  index, crawl, catalogue, mirror, frame, scrape, cache or otherwise collect or mine any data from any Service, using any technologies, tools or methods (including robots, spiders, crawlers, or other automatic devices, programs or methodologies) whatsoever, for any purpose whatsoever;  use automated scripts or similar technologies to interact with any Service;  use any Service to upload, transmit, or distribute any virus, worm, “Trojan Horse”, or other code or routine that manifests contaminating or destructive properties that may damage, harm, detrimentally interfere with, or otherwise adversely affect any Service or any computer system, hardware, software, equipment, services or data;  alter, violate, circumvent, deactivate, conceal, modify or remove any notice (including any proprietary rights notice), proprietary code or lock, means of identification or authentication, digital rights tool or management information, technological measure, security or control measure or agreement (including end user terms and conditions) on, in or in relation to any Service;  probe, scan or test the vulnerability of any Service or any related systems;  develop a software application for use with any Service;  reverse engineer or otherwise access or use any Service in order to create a product or service that is competitive with the Service or any other product or service offered by Venture, or a product or service using similar ideas, features or functions; or  authorize, permit, assist, encourage or enable any other person to do any of the foregoing in this section 5.4(b) or to commit any act or omission that would be a breach of these Terms if committed by Lessee. A restriction set out in this section 5.4(b) does not apply if and to the extent, but only to the extent, that the restriction is prohibited by applicable law.
      3. No Circumvention: Lessee will not use any Service or any information obtained through any Service (including information in a Listing) to identify an owner of a Domain Name in order to make any agreement (including an agreement for the sale, lease or license of a Domain Name) with the owner or any other person other than a Lease Agreement made in accordance with these Terms.
    5. No Referral: Lessee may be a Referral Affiliate with respect to Domain Names that are not leased by Lessee or a Representative of Lessee, but Lessee may not be a Referral Affiliate with respect to any Domain Name that is leased by Lessee or a Representative of Lessee. For greater certainty, Lessee will not directly or indirectly (including through any Representative of Lessee) accept or receive any part of any fee or other amount paid or payable by Venture to any Referral Affiliate arising from, connected with or relating to any Lease Agreement (i.e. an agreement for Lessee’ lease of a Domain Name) or any lease agreement relating to a Domain Name leased by any Representative of Lessee.
    6. Disclosure of Information: Venture will collect, use, retain and disclose information regarding Lessee and Authorized Users, the use of Services by and on behalf of Lessee and resulting Lease Agreements as reasonably required to provide Services, to perform Venture’s obligations and exercise Venture’s rights under these Terms, to protect and enforce Venture’s legal rights and interests or the rights and interests of other persons, and as otherwise permitted by applicable law, including using and disclosing information as Venture reasonably believes is necessary or appropriate in connection with any claim or dispute, to comply with applicable law (e.g. a subpoena, warrant, court or arbitral order or litigation disclosure obligation), to enforce these Terms and other agreements, and to detect, investigate or prevent unlawful or fraudulent activities or other misconduct.
    7. Technical Requirements/Technical Support: Lessee is solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for and protecting from loss and damage, all equipment (including compatible computing devices), software (e.g. internet browser and PDF reader software) and services (including internet access and mobile data services) required for the use of Services by or on behalf of Lessee. Venture is not obligated to provide technical support regarding Lessee’s use of Services, but may do so in Venture’s discretion, and in those circumstances the technical support provided by Venture is a “Service” governed by these Terms.
    8. Notifications: Lessee will promptly notify Venture if Lessee or any Authorized User:  knows of or suspects any unauthorized access to or use of any Service; or  becomes aware of any complaint, claim or allegation by any other person arising from, connected with or relating to any Service or the use of any Service by or on behalf of Lessee or any Authorized User, and on request by Venture Lessee will cooperate with and assist Venture to investigate and respond to the complaint, claim or allegation (as applicable).
    9. Electronic Communications: Lessee authorizes Venture to accept communications Venture receives from Lessee or an Authorized User by means of Lessee’s Account or by email as if those communications had been given directly by Lessee in writing and signed by Lessee, and to respond to those communications through Lessee’s Account, a Service, by email or other means of communication. Communications sent by or on behalf of Lessee to Venture are not effective unless and until they are actually received and processed by Venture’s responsible representative. Venture may refuse to process any communications received by Venture, or may reverse the processing of any communication received by Venture if Venture believes the communication may be fraudulent, unlawful, defective or incomplete.
    10. No Fees: For greater certainty, and unless the Parties expressly agree otherwise, Lessee is not obligated to pay any fees to Venture for Lessee’s use of Services.
  6. Ownership/Proprietary Rights

    1. Services and Related Items: As between the Parties, Venture is and will remain the sole owner of all right, title and interest in, to and associated with all Services and all related technologies, software and data and all related IP Rights. Notwithstanding any other provision of these Terms, and for greater certainty, under no circumstances will Venture be obligated to provide, nor will Lessee or any other person be entitled to directly or indirectly receive, obtain, access or use, a copy of any of the technologies, software and data used by or on behalf of Venture to operate or provide any Service.
    2. Feedback: If Lessee or any of Lessee’s Representatives gives to Venture or any of Venture’s Representatives any feedback (including ideas or suggestions for enhancements or improvements) about any Service, then Venture and its licensors and their respective successors, assigns and licensees may use and commercialize the feedback without providing any compensation to Lessee or any other person. For greater certainty, Lessee and Lessee’s Representatives will not include in feedback to Venture any information that is confidential or proprietary to Lessee or any other person.
    3. Trademarks: Venture™, the Venture logo and other related marks displayed on the Website or the Marketplace are registered or unregistered trademarks owned by Venture or used under license by Venture. Lessee does not have and will not acquire any license or right to use any of those trademarks.
    4. Reservation of Rights: All rights not expressly granted by Venture under these Terms are reserved by the Venture.
  7. Domain Name Disputes, Lease Disputes and Indemnity

    1. Definitions: In these Terms:
      1. "Domain Name Dispute" means any allegation, claim, complaint, demand or dispute, and any related action, suit or proceeding in any court or before any tribunal (including an arbitration-like proceeding pursuant to a dispute resolution policy [e.g. the Uniform Domain-Name Dispute-Resolution Policy] established by a domain name registry authority [e.g. the Internet Corporation for Assigned Names and Numbers]), regarding a Domain Name or any related or conflicting IP Rights, including any allegation, claim, complaint, demand or dispute, and any related action, suit or proceeding, that:  a Domain Name violates, infringes or misappropriates the rights (including IP Rights) of any person; or  any person has violated, infringed or misappropriated a Domain Name or any related rights (including IP Rights); except that a Domain Name Dispute does not include a Lease Dispute.
      2. "Lease Dispute" means any allegation, claim, complaint, demand or dispute, and any related action, suit or proceeding in any court or before any tribunal, between Lessee and the relevant Owner arising from, connected with or relating to any Lease Agreement, any past or present Listed Domain Name or any past or present Leased Domain Name or any Service, including any act or omission by Venture as a Service Provider regarding a Lease Agreement.
    2. Notice and Documents: Lessee will immediately give notice to Venture if Lessee becomes aware of any threatened or actual Lease Dispute or any threatened or actual Domain Name Dispute regarding a Leased Domain Name, and will provide to Venture all documents, including correspondence (including emails) and pleadings, relating to the threatened or actual Lease Dispute or Domain Name Dispute received by Lessee.
    3. Responsibility: Notwithstanding any other provision of these Terms:
      1. Domain Name Disputes: As between the Parties, Lessee is solely responsible and liable for each and every Domain Name Dispute relating to any past or present Leased Domain Name, including responding to and defending against or prosecuting each Domain Name Dispute relating to a past or present Leased Domain Name. Lessee will not attempt to impose any liability on, or seek any remedy against, Venture for or relating to any Domain Name Dispute relating to any past or present Leased Domain Name, and Lessee will not join Venture as a party to any Domain Name Dispute relating to any past or present Leased Domain Name.
      2. Lease Disputes: As between the Parties, Lessee is solely responsible and liable for each and every Lease Dispute, including responding to and defending against or prosecuting each Lease Dispute. As between the Parties, if an Owner breaches a Lease Agreement then Lessee’s rights and remedies will be against the Owner only, and not against Venture. Lessee will not attempt to impose any liability on, or seek any remedy against, Venture for any breach of a Lease Agreement by an Owner or any other wrongful act or omission by or on behalf of an Owner, and Lessee will not join Venture as a party to any Lease Dispute.
      3. No Services: For greater certainty, Services do not include any service arising from, connected with or relating to any Domain Name Dispute or any Lease Dispute.
    4. Indemnity: Both during and after the Term, on request by Venture Lessee will defend, indemnify and hold harmless Venture and each of Venture’s Representatives from and against any and all allegations, claims, complaints, demands, disputes, actions, suits, assessments and proceedings by any third party (including any Owner or user of the Marketplace or any governmental authority), including any and all Domain Name Disputes and Lease Disputes (each a "Third Party Claim/Proceeding") and all related expenses (including legal fees) and all resulting obligations and liabilities (damages, administrative monetary penalties, financial sanctions, interest payments, settlement payments, payments for or in respect of Taxes, expenses and costs, including lawyer’s fees) arising from, connected with or relating to any of the following:  the use of any Service by or on behalf of Lessee;  any breach of these Terms or any Lease Agreement by Lessee;  any Leased Domain Name or any Lease Agreement;  any act or omission by or on behalf of Venture based on any information, instruction or document provided by or on behalf Lessee or any Owner who is party to a Lease Agreement;  any act, omission or misrepresentation by or on behalf of Lessee or any of Lessee’s Representatives or any other person for whom Lessee is responsible under these Terms or applicable law; or  Venture’s remittance of, or failure to deduct, withhold or remit, any Tax (including any Tax Remittance) in respect of a payment made by Lessee to Venture or an Owner under a Lease Agreement, whether or not the Tax was correctly or legally imposed or asserted by the applicable governmental authority. If Venture requests that Lessee defend, indemnify and hold harmless Venture and Venture’s Representatives regarding a Third Party Claim/Proceeding, then Lessee will control the defence and settlement of the Third Party Claim/Proceeding using competent and experience legal counsel approved by Venture, provided that Lessee will not settle the Third Party Claim/Proceeding without Venture’s express prior written consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Venture and each of Venture’s Representatives retains the right to participate (with legal counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any Third Party Claim/Proceeding.
  8. Disclaimers

    1. General Disclaimer: Lessee is solely responsible and liable for the selection and use of Services to achieve Lessee’s intended results, and Lessee uses Services at Lessee’s own risk. To the maximum extent permitted by applicable law, Services are provided “as is”, “as available” and “with all faults”, and without any representation, warranty, condition or guarantee of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representation, warranty, condition or guarantee of or relating to fitness for a particular purpose, merchantability, suitability, non-infringement, title, performance, quality, results, viruses or harmful components, accuracy, errors, timeliness or reliability, all of which are hereby disclaimed by Venture to the maximum extent permitted by applicable law. Without limiting the generality of the foregoing in this section 8.1, Venture does not make or give any representation, warranty, condition or guarantee that Services will meet Lessee’s requirements or that Lessee’s use of Services will achieve specific or any results (including that any Application will result in a Lease Agreement). Except as expressly set out in these terms, no oral or written information or advice given by or on behalf of Venture will create or constitute any representation, warranty, condition or guarantee.
    2. Disclaimer re Other Users of Services: Without limiting the generality of section 8.1, Lessee is solely responsible and liable for all of Lessee’s dealings with other users of Services (including Owners), and Lessee deals with other users of Services (including Owners), selects Listed Domain Names and submits Applications at Lessee’s own risk. To the maximum extent permitted by applicable law, Venture is not responsible or liable to Lessee or any other person for any act or omission by or on behalf of any user of Services (including any Owner or its Representatives), including:  the use of the Marketplace by or on behalf of any Owner and any statement made, or information, instruction or document provided, by or on behalf of any Owner; or  any Owner’s performance or non-performance of the Owner’s obligations under a Lease Agreement or any of the terms of service that govern use of the Marketplace or other services provided by Venture. Venture does not make or give any representation, warranty, condition or guarantee of any nature or kind whatsoever regarding any Owner, any Listing or any Domain Name.
    3. Disclaimer re Lease Agreements: Without limiting the generality of section 8.1, Venture does not make or give any representation, warranty, condition or guarantee whatsoever regarding any Lease Agreement, including any representation, warranty, condition or guarantee that any Lease Agreement is legally valid, binding or enforceable, compliant with applicable laws or adequate or sufficient for the intended or any purpose. The standard form Domain Name Lease Terms and Conditions are made available by Venture as a courtesy convenience only and without any representation, warranty, condition or guarantee whatsoever, including any representation, warranty, condition or guarantee that the Domain Name Lease Terms and Conditions are legally valid, binding or enforceable, compliant with applicable laws or adequate or sufficient for the intended or any purpose. Venture is not a party to any Lease Agreement and is not responsible or liable for the performance or non-performance of any Lease Agreement by Lessee or any Owner.
    4. Disclaimer re Domain Name Risks: Without limiting the generality of section 8.1, Lessee acknowledges that Lessee’s use of a Leased Domain Name may adversely affect the value of the Leased Domain Name and Owner’s ownership of and rights to the Leased Domain Name, and may result in Domain Name Disputes regarding the Leased Domain Name and resulting liabilities and other adverse consequences to Lessee (including liability to Owner as a result of an order that ownership or registration of the Leased Domain Name be transferred to a third party). Lessee accepts all of those adverse consequences, risks and liabilities. Venture is not responsible or liable for any of those adverse consequences, risks and liabilities.
    5. Disclaimer re Contract Administration Services: Without limiting the generality of section 8.1, Venture will not be liable to Lessee or any other person for any damage, loss and liability arising from, connected with or relating to act or omission by Venture as the Service Provider for a Lease Agreement or in connection with Contract Administration Services regarding a Lease Agreement, including implementing instructions (including instructions to suspend or terminate Lessee’s use of a Leased Domain Name) given by an Owner to Venture.
    6. Disclaimer re Professional Advice/Tax Advice: Without limiting the generality of section 8.1, Services do not include any kind of professional advice, including any legal, financial, investment, accounting or Tax advice. Lessee is solely responsible and liable for obtaining in a timely manner appropriate advice (including legal and Tax advice) from qualified professionals regarding each Application and each Lease Agreement, including the standard form Domain Name Lease Terms and Conditions incorporated into each Lease Agreement and obligations to deduct withhold, remit or pay any Taxes. Without limiting the generality of the foregoing in this section 8.6, Lessee is solely responsible and liable for determining (based on appropriate advice obtained by Lessee from qualified professionals and due diligence conducted by Lessee) whether applicable law requires Lessee to deduct, withhold, remit or pay any Tax.
    7. Legal Compliance/Non-Infringement Disclaimer: Without limiting the generality of section 8.1, Lessee is solely responsible and liable for conducting all necessary inquiries and investigations (including trademark clearance searches and Tax and legal due diligence) in all relevant jurisdictions and obtaining appropriate professional advice (including legal and Tax advice) to ensure that: (a) Lessee’s performance of Lessee’s obligations and exercise of Lessee’s rights under these Terms (including Lessee’s use of Services), Lessee’s entering into Lease Agreements and Lessee’s use of Leased Domain Names will not violate any applicable law (including any law relating to IP Rights, Domain Names or Taxes) in any relevant jurisdiction or violate, infringe or misappropriate any right (including IP Rights) of any person in any relevant jurisdiction; and (b) Lessee and each relevant Owner complies with all obligations to deduct, withhold, remit or pay all applicable Taxes. Venture does not make or give any representation, warranty, condition or guarantee regarding any of those matters.
    8. Technology and Security Disclaimer: Without limiting the generality of section 8.1, Lessee acknowledges that Services might be affected by circumstances beyond Venture’s control, might not be continuous, uninterrupted or secure, and are subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Venture is not responsible or liable for any delays, failures or any damage, loss or liability resulting from any of those problems. Lessee acknowledges that security measures (including requiring Authorized Users to use Credentials) used by Venture might not protect the Marketplace, the Website or Lessee’s Account or the security, integrity or confidentiality of data stored in the Marketplace or the Website. Venture is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, the Marketplace or the Website or any related data, whether through accident, fraudulent means or any other method. Venture is not required to verify the actual identity or authority of any person using Credentials, and Venture may act on any information, instruction or document given with the use of Credentials.
  9. Liability Exclusions/Limitations

    1. Exclusions/Limitations: Notwithstanding any other provision of these Terms, and to the maximum extent permitted by applicable law:
      1. Exclusions: Venture Group’s liability (if any) to Lessee Group arising from, connected with or relating to these Terms or to Services is limited to direct damages suffered by Lessee only, and in no event and under no circumstances will Venture Group be liable to Lessee Group or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage, or any loss of data, loss of information, loss of business, loss of markets, loss of savings, loss of income, loss of profits, loss of use, loss of production or loss of goodwill, anticipated or otherwise;
      2. Limitation: in no event and under no circumstances will Venture Group’s total aggregate liability to Lessee Group arising from, connected with or relating to these Terms or to Services ever exceed $500; except that the liability limitation in this section 9.1(b) does not apply to Venture’s liability for direct damage to Lessee resulting from a deliberate wrongful act by Venture that Venture intended and knew would result in direct harm to Lessee; and
      3. Application: this section 9.1 applies to liability under any theory (including contract, tort, strict liability and statutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by Venture Group or any person for whom Venture is responsible, even if other remedies are not available or do not adequately compensate for the loss or damage, even if Venture Group knows or ought to have known of the possibility of the potential loss or damage being incurred and regardless of whether or not the loss or damage was foreseeable.
    2. Additional Definitions: In this section 9: "Venture Group" means Venture and each of Venture’s corporate parents, affiliates and subsidiaries and each of their respective suppliers, service providers, licensors and Representatives; and "Lessee Group" means Lessee and each of Lessee’s corporate parents, affiliates and subsidiaries and each of their respective suppliers, service providers, licensors and Representatives.
    3. Exceptions: The laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions or the exclusion or limitation of certain liabilities, and so the disclaimers and liability exclusions and limitations in these Terms might not apply in all circumstances.
    4. Acknowledgement: The allocation of risk set out in these Terms is an essential part of the bargain between the Parties and an inducement to the Parties to enter into these Terms. Lessee acknowledges that Venture recommends that Lessee obtain adequate insurance for the risks of damages, losses and liabilities arising from, connected with or relating to Lessee’s use of Services and related matters.
  10. Term and Termination

    1. Term: These Terms as they apply to Lessee will commence when Lessee submits an application for an Account or otherwise accepts these Terms and will continue in full force and effect until terminated in accordance with these Terms.
    2. Termination by Lessee:
      1. For Convenience: If Lessee’s Account has been deactivated by Lessee or Venture pursuant to section 2.6 and all Lease Agreements (if any) made by Lessee under these Terms have expired or terminated, then Lessee may terminate these Terms for Lessee’s sole convenience effective on seven (7) days’ notice of termination to Venture. For greater certainty, Lessee may not terminate these Terms if any Lease Agreement is in effect.
      2. For Cause: Lessee may terminate these Terms as they apply to a specific Lease Agreement for cause effective immediately on delivery of a termination notice to Venture if Venture breaches these Terms as they apply to the specific Lease Agreement and Venture has not remedied the breach within thirty (30) days after receipt of a default notice from Lessee identifying the breach and stating Lessee’s intention to terminate these Terms as they apply to the specific Lease Agreement if the breach is not remedied within a thirty (30) day cure period. For greater certainty, Lessee’s termination of these Terms as they apply to a specific Lease Agreement pursuant to this section 10.2(b) will not terminate these Terms as they apply to any other Lease Agreement.
    3. Termination by Venture:
      1. For Convenience: Venture may terminate these Terms for Venture’s sole convenience effective on seven (7) days’ notice of termination to Lessee.
      2. For Cause: Venture may terminate these Terms as they apply to one or more specific Lease Agreements or all Lease Agreements, as determined by Venture in its discretion, for cause effective immediately on delivery of a termination notice to Lessee if Lessee breaches these Terms and Lessee has not remedied the breach within thirty (30) days after receipt of a default notice from Venture identifying the breach and stating Venture’s intention to terminate these Terms as they apply to one or more specific Lease Agreements or all Lease Agreements, as determined by Venture in its discretion, if the breach is not remedied within a thirty (30) day cure period. For greater certainty, Venture’s termination of these Terms as they apply to one or more specific Lease Agreements pursuant to this section 10.3(b) will not terminate these Terms as they apply to any other Lease Agreement.
    4. Consequences of Termination – Specific Lease Agreement: On termination of these Terms as they apply to a specific Lease Agreement:  Venture will no longer be obligated to perform or provide any Services for Lessee relating to the Lease Agreement; and  each Party will remain responsible and liable for all of the Party’s obligations and liabilities relating to the Lease Agreement arising prior to the termination of these Terms as they apply to the specific Lease Agreement.
    5. Consequences of Termination – General: On termination of these Terms as they apply to all Lease Agreements, and in addition to the consequences set out in section 10.4:  Venture will no longer be obligated to perform or provide any Services for Lessee; and  each Party will remain responsible and liable for all of the Party’s obligations and liabilities arising prior to the termination of these Terms.
    6. Reservation: The termination of these Terms will not terminate or otherwise affect any Lease Agreement or any of the rights or obligations of Lessee or the applicable Owner under any Lease Agreement.
    7. Survival: Notwithstanding any other provision of these Terms, each of sections 5.6, 6, 7, 8, 9, 10.4, 10.5, 10.6, 10.7, 11 and 12, and all other provisions necessary to the interpretation or enforcement of those sections, will survive indefinitely after the expiration or termination of these Terms and will remain in full force and effect and be binding on the Parties.
  11. Disputes between Parties

    1. Disputes: All disputes, controversies and claims between the Parties arising under, out of, in connection with, or in relation to these Terms (each a “Dispute”) will be resolved in accordance with the dispute resolution process set out in this section 11.
    2. Negotiation: If there is a Dispute, then either Party may give a notice (a “Dispute Notice”) to the other Party requiring the Parties to attempt to resolve the Dispute through negotiation, and the Parties will then cause their respective authorized representatives to meet (by conference call or in person) on a mutually acceptable date and time within seven (7) days after the date on which the Dispute Notice is delivered to discuss and attempt to resolve the Dispute. If a Dispute is not fully and finally resolved within fifteen (15) days after the date on which the Dispute Notice is delivered, then either Party may refer the Dispute to arbitration pursuant to section 11.3. All communications (oral and written) made in the course of negotiations regarding a Dispute pursuant to this section 11.2 will be deemed “without prejudice” and will not be admissible into evidence in arbitration or any other legal proceeding unless the communication is in writing and is expressly identified as being made “with prejudice”.
    3. Arbitration: Subject to sections 11.4 and 11.5, a Dispute that is not resolved by the Parties pursuant to section 11.2 will be referred to and finally resolved by confidential binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Vancouver, British Columbia. The language of the arbitration will be the English language. If ICDR Canada is not operative, then the arbitration will proceed ad hoc and be governed by the Arbitration Act (British Columbia). Any award rendered in an arbitration is final and binding and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award.
    4. Litigation: Notwithstanding sections 11.2 and 11.3, either Party may seek preliminary or temporary injunctive relief and other remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia to avoid irreparable harm or to preserve the status quo, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters and any other matter that is not properly subject to arbitration pursuant to section 11.3.
    5. Enforcement: Lessee acknowledges that sections 3.2(d) and 5.4(c) are of fundamental importance to Venture, and a breach of Lessee’s obligations under either of those sections will result in irreparable harm, loss and damage to Venture for which Venture could not be adequately compensated by an award of monetary damages. Accordingly, if Lessee breaches or threatens to breach either of those sections and fails or refuses to immediately remedy or avoid the breach and expressly agree in writing to comply with these Terms, then notwithstanding sections 11.2, 11.3 and 11.4 Venture may immediately commence legal proceedings against Lessee in the Supreme Court of British Columbia sitting in Vancouver, British Columbia seeking judicial remedies (including restraining orders and injunctions) to prevent the breach or threatened breach, and Lessee will not oppose the granting of those remedies.
  12. General

    1. Publicity: Venture may include in its advertising, marketing and promotional materials (including in published case studies) information regarding any Leased Domain Name as having been leased by Lessee pursuant to an agreement made through the Marketplace.
    2. Relationship:
      1. General: The Parties are independent contracting parties, and nothing in these Terms or done pursuant to these Terms will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between the Parties. Neither Party is authorized to make any representation or commitment, or create any obligation (express or implied), on behalf of the other Party.
      2. Venture is Not Agent: Without limiting the generality of section 12.2(a), Venture is a provider of services to Lessee and is not Lessee’s agent for any purpose. Venture has no authority to enter into any contract or legal relationship of any kind on behalf of Lessee or to otherwise act on Lessee’s behalf.
    3. Governing Law: These Terms, the subject matter of these Terms and the resulting relationship between the Parties will be governed by, and construed in accordance with, the laws of the Province of British Columbia, Canada and the laws of Canada applicable in British Columbia, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods and excluding any rules of private international law or the conflict of laws that would lead to the application of the laws of any other jurisdiction.
    4. Notices: Except as expressly set out in these Terms, all notices given under these Terms will be in writing and will be delivered:  to Lessee by email, facsimile or courier delivery to Lessee’s addresses on record in Lessee’s Account, or to an alternative address for delivery specified by Lessee in a notice delivered to Venture pursuant to this section 12.4; and  to Venture by email to legal@venture.com or by courier delivery to Venture’s current head office address specified on the Website or to an alternative address for delivery specified by Venture in a notice delivered to Lessee pursuant to this section 12.4. Each Party will ensure that the Party’s email address and related email account is and remains valid and effective throughout the Term.
    5. Assignment: These Terms are personal to Lessee. Lessee will not transfer or assign these Terms or any of Lessee’s rights, obligations or liabilities under these Terms without Venture’s express prior written consent, and any attempt to do so will be null and void and will have no force or effect. Venture in its discretion may assign these Terms without Lessee’s consent. These Terms are binding on and will enure to the benefit of each Party and each Party’s successors and permitted assigns.
    6. Miscellaneous: If a provision of these Terms is held by a court or arbitrator of competent jurisdiction to be unenforceable or invalid for any reason, then the provision will be deemed severed from these Terms and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms would fail in their essential purpose. Except as expressly set out in these Terms, each Party’s rights and remedies under these Terms are cumulative and not exhaustive or exclusive of any other rights or remedies to which the Party may be entitled under these Terms or at law, and each Party may pursue any and all of the Party’s rights and remedies concurrently, consecutively and alternatively. No consent or waiver by a Party to or of any breach of these Terms by the other Party will be effective unless in writing and signed by both Parties, or deemed or construed to be a consent to or waiver of a continuing breach or any other breach of these Terms by the other Party. If a Party’s consent or approval is required under these Terms, then the Party in its discretion and for its sole convenience may withhold or refuse the consent or approval unless these Terms expressly state otherwise. Each Party will, on reasonable request by the other Party, execute any further documents and do any further acts or things that may be necessary to implement and carry out the intent of these Terms. The Parties have expressly requested and required that these Terms and all related documents be in the English language. All communications, notices and documentation provided under these Terms will be in the English language only.
    7. Force Majeure: Notwithstanding any other provision of these Terms, a Party will not be liable for any delay in performing or failure to perform any of the Party’s obligations under these Terms if and to the extent performance is delayed or prevented due to a cause or causes beyond the Party’s reasonable control, and any delay or failure of that kind will not be a breach of these Terms and the time for performance of the affected obligations will be extended by a period that is reasonable in the circumstances.
    8. Interpretation: In these Terms:  a reference to "these Terms" and other similar expressions refers to these Terms as a whole, and not just to the particular provision in which those words appear;  headings are for convenience only and do not define, limit or enlarge the scope or meaning of these Terms;  words importing the singular number only include the plural, and vice versa;  reference to a day, month or year means a calendar day, calendar month or calendar year, unless expressly stated otherwise;  a reference to currency is to the lawful money of the United States of America, unless expressly stated otherwise; "discretion" means a person’s sole, absolute and unfettered discretion; "including" or "includes" means including or includes (as applicable) without limitation or restriction; "in writing" or similar terms includes email, unless expressly stated otherwise; "law" includes common law, equity, statutes (including statutes implementing treaties), regulations and orders of courts and tribunals, and a reference to a specific statute includes all regulations made under the statute and all amendments to, or replacements of, the statute or any regulation made under the statute in force from time to time; "person" includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; and "trademark" includes a service mark, logo and any other sign or symbol protected under law.
    9. Complete Agreement: These Terms together with any applicable Other Agreement and Additional Terms set out the entire agreement between the Parties regarding the subject matter of these Terms, and supersede all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between the Parties regarding the subject matter of these Terms. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties regarding the subject matter of these Terms other than as expressly set out in these Terms and applicable Other Agreements and Additional Terms. These Terms may not be amended except by a written document (not an email) that expressly states that it is an amendment to these Terms and that is signed by both Parties or their respective successors or permitted assigns.

IF LESSEE DOES NOT ACCEPT AND AGREE TO THESE TERMS, THEN LESSEE MAY NOT APPLY FOR AN ACCOUNT OR USE ANY OF VENTURE’S SERVICES.

Venture uses Cookies to offer you the best online experience. Continuing without changing Cookie settings assumes you consent to our use of cookies on this device. You can reject cookies by changing your browser settings, but that may impair functionality on our website. Privacy Policy