Venture™ General Terms of Service for Domain Name Owners

Last Updated: February 16, 2017

Please carefully read these General Terms of Service for Domain Name Owners (these "Terms"), which are a binding contract between Venture Media Labs, Inc. ("Venture") and Owner (defined below) and govern Owner’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 Owner, 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 Owner, then by applying for an Account on behalf of Owner and each time you use Services on behalf of Owner you signify Owner’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 Owner and to use Services on behalf of Owner.

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

  1. Introduction, Key Definitions, and Other

    1. Binding Agreement: These Terms are a binding agreement between Owner and Venture (collectively the "Parties" and each a "Party") and govern Owner’s use of Services, which include an online marketplace for use by domain name owners and potential domain name tenants to make agreements for the lease of domain names (the "Marketplace") and related services to assist domain name owners to administer domain name lease agreements made through 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 Owner to use Services on Owner’s behalf, including giving information, instructions and documents to Venture on Owner’s behalf, provided that if Owner is an individual then references to "Authorized User" include Owner; "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 the person (including an entity) identified in an Account or application for an Account as "Owner"; "Representatives" means directors, officers, partners, shareholders, employees, contract workers, agents, affiliates, licensors and other personnel and representatives, and Owner’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 Owner 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; "Tenant" means a person (including an entity) who leases a Domain Name pursuant to a Lease Agreement (defined in section 3.1); 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 Owner 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. Owner 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, Owner signifies Owner’s agreement to the changed Terms. Owner may not change, supplement or amend these Terms in any manner.
      2. Exception: If Owner 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 Owner 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 Owner will not apply to or be binding on Owner provided that Owner does not submit any additional Listing Request (defined in section 3.2) to Venture. For greater certainty and unless the Parties expressly agree in writing otherwise, if Owner submits a Listing Request to Venture after delivering a rejection notice to Venture pursuant to this section 1.4(b), then all rejection notices previously delivered by Owner pursuant to this section 1.4(b) will be deemed withdrawn by Owner.
    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 Owner or any other person.
  2. Account and Authorized Users

    1. Account: Owner must have an Account in order to use Services. Owner may have only one (1) Account at a time. Subject to these Terms, Owner 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 Owner’s application for an Account. If Owner’s application for an Account is accepted by Venture, then Owner’s Account will remain inactive unless and until Venture in its discretion activates the Account after Owner complies with prescribed activation procedures.
    2. Prohibitions: Unless Venture expressly agrees in writing otherwise, Owner may not apply for an Account if Owner is prohibited by applicable law from using any Service or if Venture has previously:  prohibited Owner from applying for an Account or using a Service;  terminated an Account held by Owner or refused to activate an Account held by Owner; or  terminated any other agreement between Owner and Venture.
    3. Representations/Warranties by Owner: By submitting an application for an Account, Owner represents and warrants that:  Owner has all requisite power, capacity, authority and approvals required for Owner to lawfully accept these Terms and to lawfully perform Owner’s obligations and exercise Owner’s rights under these Terms; and  Owner’s acceptance of these Terms and performance of Owner’s obligations and exercise of Owner’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 Owner to any other person.
    4. Authorized Users:
      1. General: Subject to these Terms, Owner will use Services through one or more Authorized Users only. Owner will ensure that each Authorized User uses Services on behalf of Owner only and strictly in accordance with the restrictions and requirements set out in these Terms. Owner 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. Owner 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 Owner or the Authorized User. By authorizing an individual to be an Authorized User, Owner 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 Owner with Venture (collectively “Credentials”) to use Services on behalf of Owner. Credentials are specific to Owner, and may not be shared with or transferred to any other person (other than an Authorized User for use on behalf of Owner). Owner 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 Owner), and immediately notifies Venture if the Authorized User knows or suspects that any Credentials have become known to or used by any unauthorized person. Owner 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 Owner or any other person. Venture in its discretion may require Owner to change Credentials from time to time.
      4. Instructions/Authority: Venture may accept and act on any information, instruction or document given through Owner’s Account or using Credentials. Venture is not under any obligation to verify the actual identity or authority of any person accessing or using Owner’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 Owner’s Account or using Credentials and may deny access to Owner’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 Owner 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 Owner and to perform Venture’s obligations and exercise Venture’s rights under these Terms and applicable law. Owner 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, Owner may be required to provide certain information and documentation and give certain authorizations or instructions to Venture. Owner will ensure that all information and documentation provided by or on behalf of Owner to Venture regarding Owner’s application for an Account, the activation and use of Owner’s Account and each Authorized User is true, accurate, current and complete. Owner will immediately update that information and documentation, using applicable online processes available through the Website using Owner’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 Owner. Venture is not obligated to verify the truth, accuracy, currency or completeness of any information or documentation provided by or on behalf of Owner, but Venture in its discretion may do so, and Owner 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 Owner. For greater certainty, Owner is and will remain solely responsible and liable for all loss, damage and liability (including additional costs) that Owner, Venture or any other person may incur as a result of any breach of Owner’s obligations under this section 2.5.
      2. Tax Residence: Without limiting the generality of section 2.5(a), Owner represents and warrants that Owner’s sole residence for Tax purposes is the country in which Owner’s postal address (as set out in Owner’s Account information) is located. Owner acknowledges that Venture, potential Tenants and Tenants may rely on that information to determine whether or not to deduct, withhold, charge or collect Tax. Owner will immediately give Venture notice of any change to the Owner’s residence for Tax purposes.
    6. Deactivation/Suspension of Account: Owner for its sole convenience may give notice to Venture at any time requesting that Venture restrict the functionality of Owner’s Account so that the Account can no longer be used to submit a Listing Request (defined in section 3.2). Venture for its sole convenience may suspend or deactivate Owner’s Account effective immediately without any notice to Owner or any other person if Venture reasonably believes that Owner has breached these Terms. Deactivation or suspension of Owner’s Account will automatically result in the termination of all Listings (defined in section 3.2), but will not result in the termination of these Terms or any Lease Agreement (defined in section 3.1).
  3. Listing Domain Names on the Marketplace

    1. Additional Definitions: In these Terms: "Business Details" means the business details of a proposed or actual Lease Agreement, including the monthly fee payable for the leased Domain Name (the "Monthly Fee") and the intended purpose for which the leased Domain Name may be used; "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); and "Lease Agreement" means an agreement for the lease of a Domain Name made by Owner and the relevant Tenant using applicable online processes available through the Marketplace as contemplated by these Terms.
    2. Listing Requests: Subject to these Terms, Owner (or an Authorized User on behalf of Owner) may use applicable online processes available through the Website to submit to Venture a request (a "Listing Request") to publish on the Marketplace an advertisement for the leasing of the Domain Name by Owner (a "Listing"). Unless Venture expressly agrees in writing otherwise, Owner will include in each Listing Request a valuation of the Domain Name (which valuation will be used by the Marketplace to calculate the initial Monthly Fee for the Domain Name based on the formula set out on the Website) and other information required by the applicable online processes. On request by Venture, Owner will provide additional information and documentation to verify to Venture’s satisfaction Owner’s ownership of a Domain Name specified in a Listing Request and Owner’s compliance with these Terms.
    3. Representations/Warranties: By submitting a Listing Request regarding a Domain Name, Owner represents and warrants to Venture as follows:
      1. Ownership and Rights: Subject to sections 4.6 and 5.4, Owner is and will remain the sole legal and beneficial owner of all right, title and interest in, to and associated with the Domain Name; Owner has and will continue to have the lawful right to advertise and market the Domain Name for lease, to authorize Venture to publish a Listing for the Domain Name, and to lease the Domain Name pursuant to a Lease Agreement.
      2. Accurate Information/Documentation: The information set out in the Listing Request and all other information and documentation provided by or on behalf of Owner to Venture regarding the Listing Request and the Domain Name is true, accurate, current and complete.
      3. WHOIS Information: Subject to sections 4.6 and 5.4, the WHOIS information for the Domain Name identifies and will continue to identify Owner or a privacy service designated by Owner as the registered owner of the Domain Name, and Owner has and will retain full control over the WHOIS information for the Domain Name and the unrestricted right to change the administrative contact, technical contact, Name Server addresses and MX Records for the Domain Name.
      4. Legal Compliance/Non-Infringement: At all times Owner’s registration and use of the Domain Name:  have complied and will continue to comply with all applicable laws and 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 Domain Name as specified by the applicable domain name registry authority or the applicable domain name registrar for the Domain Name; and  have not violated, infringed or misappropriated, and will not violate, infringe or misappropriate, any rights (including IP Rights) of any person.
      5. No Dispute: The Domain Name is not and has never been the subject of an actual or threatened Domain Name Dispute (defined in section 9.1) that has not been expressly identified by Owner in the Listing Request, and to the best of Owner’s knowledge and reasonable belief there is no basis for the Domain Name to be the subject of a Domain Name Dispute in the future.
      6. Listed Domain Name Policy: The Domain Name complies with the most current version of Venture’s Listed Domain Name Policy (available on the Website at www.venture.com/terms).
      7. Legal Terms and Conditions: Owner 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 Domain Name based solely on the Domain Name Lease Terms and Conditions as contemplated by these Terms.
    4. Listings: Venture in its discretion and for its sole convenience may accept or reject any Listing Request. If Venture accepts a Listing Request regarding a Domain Name (each a “Listed Domain Name”), then:
      1. Listing: Venture will use commercially reasonable efforts to promptly (within five (5) days) publish a Listing for the Listed Domain Name on the Marketplace, and will include in the Listing certain Business Details and the Monthly Fee for the lease of the Domain Name calculated based on the valuation of the Listed Domain Name specified by Owner in the Listing Request and using the applicable formula set out on the Website. For greater certainty, a Listing will not include the Owner’s name or contact information.
      2. Exclusivity: Subject to section 3.5, the Marketplace will be the exclusive online platform used by Owner to advertise and market the availability of the Listed Domain Name for lease or license and to enter into a lease agreement regarding the Listed Domain Name; and for a period of twelve (12) months after the date the Listing is published on the Marketplace Owner will not negotiate or enter into any lease or license (or similar arrangement) regarding the Listed Domain Name except for a Lease Agreement made using the processes available through the Marketplace.
    5. Changing/Suspending/Cancelling Listings:
      1. By Owner: Subject to these Terms, Owner in its discretion may use applicable online processes available through the Website using Owner’s Account to change the valuation of a listed Domain Name specified in a Listing or to cancel a Listing. If Owner learns that any representation or warranty set out in section 3.3 regarding a Listing is or may be untrue, then Owner will immediately use applicable online processes available through the Website using Owner’s Account to immediately cancel the Listing. If Owner cancels a Listing, then section 3.4(b) will continue to apply to the Listed Domain Name for the entire twelve (12) month period set out in section 3.4(b).
      2. By Venture: Venture in its discretion and for its sole convenience may suspend or cancel any Listing at any time effective immediately and without any notice to Owner. If Venture cancels a Listing, then section 3.4(b) will no longer apply to the Listed Domain Name.
  4. Applications and Lease Agreements

    1. Applications:
      1. Process: Subject to these Terms, the Marketplace will make available online processes for proposed Tenants to submit an offer to lease a Domain Name set out in a Listing (an "Application"). 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. Notice and Access: The Marketplace will give Owner notice (by email) of each Application accepted for processing by the Marketplace, and Owner may use applicable online processes available through the Website using Owner’s Account to obtain details of each Application based on information provided by the Tenant (e.g. the intended purpose for which the listed Domain Name will be used by the proposed Tenant and the proposed Tenant’s country of residence for Tax purposes) and related information automatically generated by the Marketplace (e.g. the date and time the Application was submitted and whether the Application resulted from a referral by a Referral Affiliate).
      3. Cancellation of Applications: An Application that has not been accepted by Owner using applicable online processes available through the Marketplace may be canceled (including automatic cancellation on expiration of a specified period) by the relevant proposed Tenant or by Venture at any time effective immediately without any notice to Owner.
      4. Owner Due Diligence: Owner is solely responsible and liable for evaluating each Application (including conducting appropriate due diligence regarding the intended purpose for which the leased Domain Name will be used by the proposed Tenant, reviewing the applicable version of the Domain Name Lease Terms and Conditions [as set out in section 4.2], considering whether a Referral Fee is payable to a Referral Affiliate [as set out in section 4.3] and determining whether Owner is required under applicable law to instruct Venture to make Tax Remittances [as set out in section 5.6]) before Owner decides to accept or reject the Application. On request by Owner, Venture in its discretion may request a proposed Tenant provide additional information and documentation for consideration by Owner. Venture is not obligated to investigate, review, assess, verify or conduct any due diligence regarding any proposed Tenant or any information or documentation provided by a proposed Tenant to Owner or to Venture for use by Owner, and Venture does not endorse or recommend any proposed Tenant or Application.
    2. Legal Terms and Conditions:
      1. General: Owner 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 the proposed Tenant as the exclusive legal terms and conditions that will govern a Lease Agreement for the relevant listed Domain Name if Owner accepts the Application.
      2. Changes/Review: Venture in its discretion may change the standard form Domain Name Lease Terms and Conditions from time to time without any notice to Owner by posting a new version of the Domain Name Lease Terms and Conditions on the Website at www.venture.com/terms. Owner 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 Owner accepts any Application.
      3. Duration of Lease: Owner acknowledges that the Domain Name Lease Terms and Conditions provide that the Lease Agreement will continue until terminated in accordance with the Domain Name Lease Terms and Conditions, and specify that: the Tenant may terminate the Lease Agreement for the Tenant’s convenience effective immediately on notice of termination to Owner; and Owner may not terminate the Lease Agreement for Owner’s convenience.
    3. Referral Program and Referral Fees:
      1. General: Owner acknowledges that Venture may operate a referral program that allows persons approved by Venture (each a "Referral Affiliate") to refer potential tenants to the Marketplace in exchange for a fee (a "Referral Fee") payable by each relevant Domain Name owner in respect of each Domain Name leased by the referred potential tenant pursuant to a domain name lease agreement made through the Marketplace. Each Referral Fee is a specified percentage portion of the gross, pre-Tax amount of each lease payment made by a referred tenant to or for the benefit of the relevant Domain Name owner pursuant to a domain name lease agreement made through the Marketplace, and is payable by the Domain Name owner for as long as the Domain Name owner is obligated to pay a service fee to Venture regarding the domain name lease agreement.
      2. Notice and Agreement: The Marketplace will include in the information regarding each Application made available to Owner an express indication of whether the Application was made by a proposed Tenant referred to the Marketplace by a Referral Affiliate and the applicable Referral Fee payable by Owner to the Referral Affiliate if Owner accepts the Application. By accepting an Application and making a Lease Agreement, Owner irrevocably agrees with the relevant Referral Affiliate to pay the applicable Referral Fee to the Referral Affiliate for as long as Owner is obligated to pay a Service Fee to Venture regarding the Lease Agreement, and Owner irrevocably authorizes and instructs Venture to deduct and pay the Referral Fee and applicable Taxes to the Referral Affiliate as set out in section 6. Each Referral Affiliate is an intended third party beneficiary of this section 4.3 and may directly enforce this section 4.3 against Owner.
      3. Acceptance/Rejection of Application: Owner acknowledges that each Application is an offer by the relevant proposed Tenant that is open for acceptance by Owner unless and until the Application is canceled by the proposed Tenant or Venture. Owner in its discretion may accept or reject an Application using applicable online processes available through the Website. If Owner rejects an Application using applicable online processes available through the Website, then the Application will no longer be available for acceptance by Owner unless the Application is resubmitted by the proposed Tenant. If Owner accepts an Application using applicable online processes available through the Website, then the Marketplace will promptly send (by email) details of the Owner’s acceptance of the Application to the proposed Tenant and will disclose Owner’s name and email address to the proposed Tenant.
    4. Lease Agreement: Owner acknowledges as follows:
      1. Creation: Owner’s acceptance of an Application using applicable online processes available through the Website is intended by Owner to immediately result in a valid and binding Lease Agreement regarding the relevant Listed Domain Name with the relevant Tenant, 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 Owner and the applicable Tenant.
      2. Parties: The only parties to a Lease Agreement resulting from Owner’s acceptance of an Application are Owner and the Tenant who submitted the Application. 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 Owner or any other person for the performance of any Lease Agreement or any other act or omission by either party (Owner or Tenant) to any Lease Agreement. For greater certainty, these Terms are not part of any Lease Agreement.
    5. Sale of Domain Name by Owner: Nothing in these Terms restricts or limits Owner’s ability to lawfully transfer and assign sole beneficial ownership of a Leased Domain Name to any person (the "New Owner") provided that Owner also:  assigns the applicable Lease Agreement to the New Owner in accordance with the requirements of the Lease Agreement and complies with all applicable restrictions and requirements set out in the Lease Agreement; and  assigns these Terms (as they apply to the Leased Domain Name) to the New Owner and the New Owner expressly agrees in writing with Venture to accept Owner’s assignment of these Terms (as they apply to the Leased Domain Name) and to be bound by these Terms as if all references in these Terms to “Owner” were references to the New Owner. Notwithstanding the foregoing in this section 4.6 and Owner’s assignment of a Domain Name and the applicable Lease Agreement and these Terms to a New Owner, unless Venture expressly agrees in writing otherwise Owner will remain fully responsible and liable to Venture for all acts, omissions and liabilities by or on behalf of the New Owner and any breach of these Terms by the New Owner.
  5. Contract Administration Services

    1. General: Subject to these Terms (including section 5.9), and unless Venture in its discretion expressly agrees in writing otherwise, Owner will use the Services set out in this section 5 (the "Contract Administration Services") to administer each Lease Agreement (including accepting payments from the applicable Tenant, making certain payments to Referral Affiliates, and deducting, withholding and remitting certain payments to governmental authorities, as set out in these Terms) throughout the duration of the Lease Agreement. In these Terms, "Leased Domain Name" means a Domain Name that is leased by Owner to a Tenant pursuant to a Lease Agreement.
    2. Limited Services: Owner acknowledges that Contract Administration Services are limited services to assist Owner to administer Lease Agreements and that Owner is and will remain solely responsible and liable for Owner’s performance of Owner’s obligations and exercise of Owner’s rights under each Lease Agreement and for compliance with all applicable laws, including making all decisions and providing all information, instructions and documents requested by Venture and obtaining appropriate professional advice (including legal advice and Tax advice) regarding those decisions and instructions.
    3. Designation of Venture as Service Provider: Owner acknowledges that the Domain Name Lease Terms and Conditions require Owner to designate a “Service Provider” to perform certain services regarding a Leased Domain Name. Subject to these Terms (including section 5.9), and unless Venture in its discretion expressly agrees in writing otherwise, Owner hereby irrevocably:  designates Venture to be the “Service Provider” for each Lease Agreement throughout the term of each Lease Agreement; and  authorizes Venture to perform certain Services relating to each Lease Agreement as set out in these Terms. For greater certainty, in these Terms “Services” include all services performed by Venture as the “Service Provider” for each Lease Agreement.
    4. Domain Name Escrow: Subject to these Terms, and unless Venture expressly agrees in writing otherwise:
      1. General: Within ten (10) days after Owner accepts an Application, Owner will transfer registered ownership of relevant Leased Domain Name to Venture so that Venture may administer the Leased Domain Name for use by the applicable Tenant as contemplated by these Terms.
      2. Venture Obligations: For each Leased Domain Name that is registered in Venture’s name pursuant to section 5.4(a), Venture will:  change the Name Server addresses and MX Records for the Leased Domain Name to the addresses and numbers specified by the applicable Tenant from time to time;  forward to Owner and the applicable Tenant all notices (including notices regarding renewals and disputes) received by Venture in its capacity as registered owner, administrative contact or technical contact for the Leased Domain Name; and  renew the registration of the Leased Domain Name on behalf of Owner for consecutive 12-month periods and pay the applicable registration fees for the Leased Domain Name, which fees will be promptly reimbursed by Owner as set out in these Terms.
      3. Duration: Unless the Parties expressly agree in writing otherwise, the escrow arrangement for a Leased Domain Name set out in this section 5.4 will continue unless and until the earlier of either:  the Lease Agreement for the Leased Domain Name expires or is terminated; or  the Contract Administration Services in respect of the Leased Domain Name are terminated pursuant to these Terms.
      4. Consequences of Termination: On termination of the escrow arrangement for a Leased Domain Name set out in this section 5.4, Owner will cooperate with Venture so that Venture may promptly transfer registered ownership of the Leased Domain Name back to Owner or to another person designated in writing by Owner.
    5. Payment Administration: Subject to these Terms, and unless Venture expressly agrees in writing otherwise:
      1. General: Owner will require the Tenant under each Lease Agreement to make all payments required to be made to Owner under the Lease Agreement to Venture as the payment administration service provider to Owner for the Lease Agreement. Owner will not solicit or accept payment by or on behalf of a Tenant of any amount owing under a Lease Agreement other than a payment made by or on behalf of the Tenant to Venture as contemplated by these Terms.
      2. Deposit: If the Tenant under a Lease Agreement pays a deposit regarding the Lease Agreement to Venture (as the Service Provider on behalf of Owner), then Venture will hold the deposit until the earlier of the termination of the Lease Agreement or the termination of Venture’s provision of Contract Administration Services regarding the Lease Agreement, at which time Venture will deal with the deposit as instructed by Owner in accordance with the Lease Agreement.
      3. Remittance to Owner: Subject to these Terms (including section 6), Venture will remit to Owner the amount of each payment that Venture in its capacity as Service Provider receives from a Tenant for the benefit of Owner under a Lease Agreement less all applicable deductions and withholdings required or permitted under these Terms or applicable law.
      4. Information: Venture is not obligated to issue invoices to Tenants for amounts owing to Owner. As part of the Contract Administration Services regarding a Lease Agreement, Venture will make available to the applicable Tenant an online process to obtain information (provided on Owner’s behalf and including Owner’s Canadian GST/HST registration number or other numbers relating to applicable Taxes specified by Owner) regarding payments made by the Tenant to Venture as the payment administration service provider to Owner in respect of the Lease Agreement and related Tax Remittances (defined in section 5.6(a)) made by Venture as the payment administration service provider to Owner.
      5. No Debt Collection: Services do not include any payment or debt collection service if a Tenant fails or refuses to make a payment required under a Lease Agreement. Venture is not obligated to take any steps to collect any amount owing by any Tenant to Owner.
    6. Tax Remittances
      1. General: As part of the Contract Administration Services, Venture will use commercially reasonable efforts to implement Owner’s instructions (communicated to Venture using the processes or procedures made available for that purpose by Venture) to deduct from payments received by Venture (on behalf of Owner) from a Tenant 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 Owner on account of Canadian Withholding Tax; and  a percentage amount specified by Owner on account of U.S. Withholding Tax (collectively “Tax Remittances”).
      2. Information, Instructions and Documentation: On request by Owner, Venture will provide or make available to Owner information regarding Tax Remittances made by Venture pursuant to this section 5.6. On request by Venture (including during Owner’s application for an Account and during the Account activation process), Owner will provide Venture with information, instructions and documents (including prescribed forms and certificates signed by Owner) 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 Owner or any Tenant.
      3. Tax Residency: Owner acknowledges that whether applicable law requires Tax Remittances with respect to a Tenant’s payment under a Lease Agreement will depend on the Tax residence of each of Owner and the Tenant. Owner is solely responsible and liable for determining Owner’s Tax residence and each Tenant’s Tax residence.
      4. Responsibility: Venture may, as a courtesy convenience only and not as any kind of Tax, legal or other professional advice, provide Owner with information about Canadian GST/HST, Canadian Withholding Tax and U.S. Withholding Tax regarding a proposed or actual Lease Agreement, but Owner is and will remain solely responsible and liable for verifying the information provided by Venture and determining (based on appropriate advice obtained by Owner from qualified professionals and due diligence conducted by Owner) whether applicable law requires Tax Remittances and the amount of each required Tax Remittance for each Lease Agreement. For greater certainty, and except as expressly set out in this section 5.6, Venture is not obligated to deduct, withhold or remit on behalf of Owner or any Tenant any amount on account of any Tax applicable to any payment received by Venture (on behalf of Owner) from any Tenant.
      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.
    7. Termination of Lease Agreement by Tenant: Subject to these Terms, as part of the Contract Administration Services Venture may make available to a Tenant an online functionality that the Tenant may use to terminate the applicable Lease Agreement, and if a Tenant uses that online functionality then Venture will give notice (by email) of the termination to Owner.
    8. Exclusions: For greater certainty and notwithstanding any other provision of these Terms:
      1. No Professional Advice: Services do not include any professional advice (including any legal, financial, investment, accounting or Tax advice) regarding a Lease Agreement. Owner is solely responsible and liable for obtaining all professional advice required by Owner regarding Owner’s obligations and rights under each Lease Agreement and as necessary to provide to Venture information, instructions and documents required by Venture to perform Services regarding each Lease Agreement.
      2. No Monitoring of Leased Domain Name: Services do not include any monitoring of any Tenant’s performance of the Tenant’s obligations or exercise of the Tenant’s rights under any Lease Agreement, including any Tenant’s use of a Leased Domain Name. Owner is solely responsible and liable for monitoring each Tenant’s performance of the Tenant’s obligations and exercise of the Tenant’s rights under each Lease Agreement.
      3. Reservation by Venture: Notwithstanding any other provision of these Terms:
      4. Refusal: Venture in its discretion and for its sole convenience may refuse to provide Contract Administration Services (including acting as the Service Provider) regarding a Lease Agreement, and in those circumstances each of sections 5.3, 5.4(a), 5.4(b), 5.5(a), 5.5(b), 5.5(c), 5.6(a) and 5.7 will not apply to the Lease Agreement or the related Leased Domain Name and Owner will not be obligated to pay the Service Fee (defined in section 6.1) to Venture regarding the Lease Agreement.
      5. Termination: Venture in its discretion and for its sole convenience may terminate Contract Administration Services (including acting as the Service Provider) regarding a Lease Agreement at any time effective on notice to Owner, and in those circumstances as of the termination date each of sections 5.3, 5.4(a), 5.4(b), 5.5(a), 5.5(b), 5.5(c), 5.6(a) and 5.7 will no longer apply to the Lease Agreement or the related Leased Domain Name and Owner will no longer be obligated to pay the Service Fee (defined in section 6.1) to Venture regarding the Lease Agreement.
  6. Fees/Charges, Taxes and Payments

    1. Service Fee: In consideration for Owner’s use of Services and Venture’s performance of Venture’s obligations under these Terms, Owner will pay to Venture a service fee calculated as ten percent (10%) of all Monthly Fees paid to or for the benefit of Owner by each Tenant under each Lease Agreement throughout the entire term of the Lease Agreement (the “Service Fee”). For greater certainty, the Service Fee will be calculated on the pre-Tax gross amount of each payment to or for the benefit of Owner by each Tenant. By way of example only, if a Tenant pays under a Lease Agreement a Monthly Fee of $1,000 that is subject to Tax Remittances on account of Canadian GST/HST and Canadian Withholding Tax, then the Service Fee will be calculated based on the full amount of the $1,000 Monthly Fee before deduction of the Tax Remittances.
    2. Charges: In addition to the Service Fee:  Owner will reimburse Venture for all costs and expenses (including fees paid by Venture to renew the registrations of Leased Domain Names) incurred by Venture in providing Services to Owner or otherwise performing Venture’s obligations under these Terms (collectively "Charges"); and  if a Tenant requests more than five (5) changes to the Name Server addresses and MX Records for a Leased Domain Name during a year, then Owner will pay to Venture a $100 service fee for each additional change.
    3. Referral Fee: If Owner is required to pay a Referral Fee to a Referral Affiliate (as set out in section 4.3) in respect of a payment by a Tenant to Venture on behalf of Owner, then Venture will deduct the applicable Referral Fee and applicable Taxes from the payment and remit the deducted Referral Fee and applicable Taxes to the Referral Affiliate. For greater certainty, the Referral Fee will be calculated on the pre-Tax gross amount of each payment received by Venture for the benefit of Owner. By way of example only, if a Tenant pays under a Lease Agreement a Monthly Fee of $1,000 that is subject to Tax Remittances on account of Canadian GST/HST and Canadian Withholding Tax, then the Referral Fee will be calculated based on the full amount of the $1,000 Monthly Fee before deduction of the Tax Remittances or other applicable fees payable to Venture.
    4. Taxes: The Service Fee, the Referral Fee and other amounts payable by Owner under these Terms do not include any Taxes. Owner is solely responsible and liable for, and will pay and remit promptly to the applicable governmental authority, all Taxes associated with, based on or due as a result of the Service Fee, the Referral Fee and other amounts payable by Owner under these Terms. Without limiting the generality of the foregoing in this section 6.4, on request by Venture Owner will pay to Venture all Taxes that Venture or a Referral Affiliate is required by law to collect from Owner or to remit to a governmental authority for or on behalf of Owner, including Canadian GST/HST.
    5. Withholdings: Except to the extent required by applicable law and otherwise expressly set out in these Terms, all amounts payable by Owner under these Terms (including an amount payable under section 9.4) are payable in full without any deduction or withholding, whether on account of Tax or otherwise, and if Owner is prohibited by law from making a payment free of deductions or withholdings then Owner will pay to or for the benefit of Venture or the applicable Referral Affiliate an additional amount (the "Gross-Up Amount") so that the actual amount received by or on behalf of Venture or the applicable Referral Affiliate after the required deductions and withholdings and after payment of any additional Taxes or other charges due as a consequence of the payment of the Gross-Up Amount will equal the amount that would have been received by or on behalf of Venture or the applicable Referral Affiliate if the deductions and withholdings were not required.
    6. Set-off: Venture may set off against and withhold from any amount due or payable to Owner by Venture under these Terms any amount due or owing by Owner to Venture or a Referral Affiliate under these Terms.
    7. Remittances by Venture to Owner:
      1. General: Subject to these Terms, within thirty (30) days after the end of the month in which Venture in its capacity as Service Provider receives a payment from a Tenant for the benefit of Owner under a Lease Agreement, Venture will remit to Owner the amount of the payment less all applicable deductions and withholdings required or permitted under these Terms or applicable law, including deductions of the applicable Service Fee, Charges, the applicable Referral Fee (if any), applicable Tax Remittances (pursuant to section 5.6) and other applicable Taxes.
      2. Currency: Venture will make remittances to Owner in U.S. currency using a commercially reasonable payment method or service (e.g. wire/electronic funds transfer, cheque, ACH Payments, Stripe or PayPal) selected by Venture in its discretion from time to time, and Owner will be solely responsible and liable for maintaining all accounts required to receive payments from Venture and for all related payment or transaction fees.
      3. Timing: Notwithstanding the foregoing in this section 6.7, if the total amount that Venture is required to remit to Owner under these Terms is less than US$250, then Venture in its discretion may defer the remittance until a later date when the total amount that Venture is required to remit to Owner accumulates to $250 or more.
      4. No Interest: Venture will not be obligated to pay to Owner any interest or other amount earned by Venture in respect of any amount received by Venture from any Tenant for the benefit of Owner under a Lease Agreement and held by Venture pursuant to these Terms.
  7. Additional Obligations

    1. Information/Documents: On request by Venture, Owner 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 (including to perform Contract Administration Services). Owner will ensure that all information, instructions and documents provided by or on behalf of Owner to Venture are true, accurate, current and complete. If any information, instructions or documents previously provided by Owner to Venture expires or becomes out-of-date or inaccurate in any respect, then Owner will promptly provide updated information, instructions or documents to Venture.
    2. Legal Compliance/Third Party Rights: Owner will comply, and ensure that all of Owner’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 Owner’s use of Services, Lease Agreements and the use of Leased Domain Names. Without limiting the generality of the foregoing in this section 7.2, Owner is solely responsible and liable for ensuring that Owner’s use of Services, each Listing, 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 relevant 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; and  does not violate, infringe or misappropriate any rights (including IP Rights) of any person.
    3. Amendments to Lease Agreement: Subject to these Terms, Owner will not amend or otherwise change any terms and conditions (including the fees or any legal terms and conditions) of any 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 7.3 applies even if the relevant Tenant requests or agrees to a proposed amendment or change to a Lease Agreement.
    4. Notices: Subject to these Terms, throughout the term of each Lease Agreement Owner will promptly deliver to Venture copies of all notices (including notices of breach and notices of termination) that are either given by Owner to the relevant Tenant pursuant to the Lease Agreement or received by Owner from the Tenant pursuant to the Lease Agreement.
    5. Permitted/Prohibited Uses of Services:
      1. Permitted Use: Subject to these Terms and all applicable laws, during the term of these Terms Owner may use, and authorize Authorized Users to use on behalf of Owner, Services for the sole purpose of Owner’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: Owner 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 7.5(b) or to commit any act or omission that would be a breach of these Terms if committed by Owner. A restriction set out in this section 7.5(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: Owner will not use any Service or any information obtained through any Service (including information in an Application) to identify a potential tenant, licensee or purchaser of a Domain Name in order to make any agreement (including an agreement for the sale, lease or license of a Domain Name) with any person other than a Lease Agreement made in accordance with these Terms.
    6. No Referral: Owner may be a Referral Affiliate with respect to Domain Names that are not owned by Owner or a Representative of Owner, but Owner may not be a Referral Affiliate with respect to any Domain Name that is owned by Owner or a Representative of Owner. For greater certainty, Owner will not directly or indirectly (including through any Representative of Owner) accept or receive any part of any Referral 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. a lease agreement for a Domain Name owned by Owner) or any lease agreement relating to a Domain Name owned by any Representative of Owner.
    7. Disclosure of Information: Venture will collect, use, retain and disclose information regarding Owner and Authorized Users, the use of Services by and on behalf of Owner 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.
    8. Technical Requirements/Technical Support: Owner 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 Owner. Venture is not obligated to provide technical support regarding Owner’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.
    9. Notifications: Owner will promptly notify Venture if Owner 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 Owner or any Authorized User, and on request by Venture Owner will cooperate with and assist Venture to investigate and respond to the complaint, claim or allegation (as applicable).
    10. Electronic Communications: Owner authorizes Venture to accept communications Venture receives from Owner or an Authorized User by means of Owner’s Account or by email as if those communications had been given directly by Owner in writing and signed by Owner, and to respond to those communications through Owner’s Account, a Service, by email or other means of communication. Communications sent by or on behalf of Owner 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.
  8. Ownership/Proprietary Rights

    1. Listed/Leased Domain Names: As between the Parties, and subject to sections 4.6 and 5.4, Owner is and will remain the sole beneficial owner of all right, title and interest in, to and associated with each Leased Domain Name and all related IP Rights.
    2. 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 Owner 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.
    3. Feedback: If Owner or any of Owner’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 Owner or any other person. For greater certainty, Owner and Owner’s Representatives will not include in feedback to Venture any information that is confidential or proprietary to Owner or any other person.
    4. 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. Owner does not have and will not acquire any license or right to use any of those trademarks.
    5. Reservation of Rights: All rights not expressly granted by a Party under these Terms are reserved by the Party.
  9. 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 Owner and a past or present Tenant 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: Owner will immediately give notice to Venture if Owner becomes aware of any threatened or actual Lease Dispute or any threatened or actual Domain Name Dispute regarding a Listed Domain Name or 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 Owner.
    3. Responsibility: Notwithstanding any other provision of these Terms:
      1. Domain Name Disputes: As between the Parties, Owner is solely responsible and liable for each and every Domain Name Dispute relating to any past or present Listed Domain Name or 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 Listed Domain Name or a past or present Leased Domain Name. Owner 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 Listed Domain Name or any past or present Leased Domain Name, and Owner will not join Venture as a party to any Domain Name Dispute relating to any past or present Listed Domain Name or any past or present Leased Domain Name.
      2. Lease Disputes: As between the Parties, Owner 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 a Tenant breaches a Lease Agreement (including by failing to provide accurate, current and complete information, instructions and documents to Owner or Venture or failing to make a required payment) then Owner’s rights and remedies will be against the Tenant only, and not against Venture. Owner will not attempt to impose any liability on, or seek any remedy against, Venture for any breach of a Lease Agreement by a Tenant or any other wrongful act or omission by or on behalf of a Tenant, and Owner 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 Owner 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 Tenant, proposed Tenant 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 Owner;  any breach of these Terms or any Lease Agreement by Owner;  any Listed Domain Name, 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 Owner or any Tenant;  any act, omission or misrepresentation by or on behalf of Owner or any of Owner’s Representatives or any other person for whom Owner 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 the course of providing Contract Administration Services, whether or not the Tax was correctly or legally imposed or asserted by the applicable governmental authority. If Venture requests that Owner defend, indemnify and hold harmless Venture and Venture’s Representatives regarding a Third Party Claim/Proceeding, then Owner will control the defence and settlement of the Third Party Claim/Proceeding using competent and experience legal counsel approved by Venture, provided that Owner 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.
  10. Disclaimers

    1. General Disclaimer: Owner is solely responsible and liable for the selection and use of Services to achieve Owner’s intended results, and Owner uses Services at Owner’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 10.1, Venture does not make or give any representation, warranty, condition or guarantee that Services will meet Owner’s requirements or that Owner’s use of Services will achieve specific or any results (including that a Listing will result in any Application or 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 10.1, Owner is solely responsible and liable for all of Owner’s dealings with other users of Services (including Tenants and proposed Tenants), and Owner deals with other users of Services (including Tenants and proposed Tenants) and selects and accepts Applications at Owner’s own risk. To the maximum extent permitted by applicable law, Venture is not responsible or liable to Owner or any other person for any act or omission by or on behalf of any user of Services (including any Tenant or proposed Tenant or their Representatives), including:  the use of the Marketplace by or on behalf of any Tenant or proposed Tenant and any statement made or information, instruction or document provided, by or on behalf of any Tenant or proposed Tenant; or  any Tenant’s performance or non-performance of the Tenant’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 Tenant or proposed Tenant or any Application.
    3. Disclaimer re Lease Agreements: Without limiting the generality of section 10.1, 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 Owner or any Tenant.
    4. Disclaimer re Domain Name Risks: Without limiting the generality of section 10.1, Owner acknowledges that a Tenant’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 Owner (including an order that ownership and registration of the Leased Domain Name be transferred to a third party). Owner 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 Professional Advice/Tax Advice: Without limiting the generality of section 10.1, Services do not include any kind of professional advice, including any legal, financial, investment, accounting or Tax advice. Owner 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 collect, withhold, remit or pay any Taxes. Without limiting the generality of the foregoing in this section 10.5, all information regarding Canadian GST/HST, Canadian Withholding Tax and U.S. Withholding Tax provided by Venture to Owner is a courtesy convenience only and is not Tax advice or any other kind of professional advice. Owner is solely responsible and liable for determining (based on appropriate advice obtained by Owner from qualified professionals and due diligence conducted by Owner) whether applicable law requires a Tenant, Owner or Venture to deduct, withhold, remit or pay any Tax.
    6. Legal Compliance/Non-Infringement Disclaimer: Without limiting the generality of section 10.1, Owner 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) Owner’s performance of Owner’s obligations and exercise of Owner’s rights under these Terms (including Owner’s use of Services), Owner’s entering into Lease Agreements and the use of Leased Domain Names by Tenants 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) Owner and each Tenant 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.
    7. Technology and Security Disclaimer: Without limiting the generality of section 10.1, Owner 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. Owner acknowledges that security measures (including requiring Authorized Users to use Credentials) used by Venture might not protect the Marketplace, the Website or Owner’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.
  11. 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 Owner Group arising from, connected with or relating to these Terms or to Services is limited to direct damages suffered by Owner only, and in no event and under no circumstances will Venture Group be liable to Owner 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. Limitations: in no event and under no circumstances will Venture Group’s total aggregate liability to Owner Group arising from, connected with or relating to these Terms or to Services ever exceed the lesser of: the fees (if any) actually paid by Owner to Venture in connection with the use of the Service giving rise to the liability; the total amount of fees actually paid by Owner to Venture during the three (3) months immediately before the date on which the liability arose; or $500; except that the liability limitation in this section 11.1(b) does not apply to Venture’s liability for direct damage to Owner resulting from a deliberate wrongful act by Venture that Venture intended and knew would result in direct harm to Owner; and
      3. Application: this section 11.1 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 11: "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 "Owner Group" means Owner and each of Owner’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, a controlling factor in setting the fees payable by Owner for Services and an inducement to the Parties to enter into these Terms. Owner acknowledges that Venture recommends that Owner obtain adequate insurance for the risks of damages, losses and liabilities arising from, connected with or relating to Owner’s use of Services and related matters.
  12. Term and Termination

    1. Term: These Terms as they apply to Owner will commence when Owner 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 Owner:
      1. For Convenience: If Owner’s Account has been deactivated by Owner or Venture pursuant to section 2.6 and all Lease Agreements (if any) made by Owner under these Terms have expired or terminated, then Owner may terminate these Terms for Owner’s sole convenience effective on seven (7) days’ notice of termination to Venture. For greater certainty, Owner may not terminate these Terms if any Lease Agreement is in effect.
      2. For Cause: Owner 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 Owner identifying the breach and stating Owner’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, Owner’s termination of these Terms as they apply to a specific Lease Agreement pursuant to this section 12.2(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 Owner.
      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 Owner if Owner breaches these Terms and Owner 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 12.3(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 (including escrow services or other Contract Administration Services) regarding the Lease Agreement or the relevant Leased Domain Name, and will no longer be entitled to any further Service Fees in respect of the specific Lease Agreement;  Owner will immediately pay all amounts due and owing to Venture in connection with the specific Lease Agreement; and  each Party will remain responsible and liable for all of the Party’s obligations and liabilities relating to the specific 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 12.4:  Venture will no longer be obligated to perform or provide any Services for Owner;  Owner will immediately pay all amounts due and owing to Venture under these Terms; 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 Owner or the applicable Tenant under any Lease Agreement.
    7. Survival: Notwithstanding any other provision of these Terms, each of sections 3.4(b), 5.4(d), 6, 7.7, 8, 9, 10, 11, 12.4, 12.5, 12.6, 12.7, 13 and 14, 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.
  13. 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 13.
    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 13.3. All communications (oral and written) made in the course of negotiations regarding a Dispute pursuant to this section 13.2 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 13.4 and 13.5, a Dispute that is not resolved by the Parties pursuant to section 13.2 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 13.2 and 13.3, 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 13.3.
    5. Enforcement: Owner acknowledges that section 7.5(c) is of fundamental importance to Venture, and a breach of Owner’s obligations under any 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 Owner breaches or threatens to breach that section and fails or refuses to immediately remedy or avoid the breach and expressly agree in writing to comply with these Terms, then notwithstanding sections 13.2, 13.3 and 13.4 Venture may immediately commence legal proceedings against Owner 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 Owner will not oppose the granting of those remedies.
  14. 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 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 14.2(a), Venture is a provider of services to Owner and is not Owner’s agent for any purpose. Venture has no authority to enter into any contract or legal relationship of any kind on behalf of Owner or to otherwise act on Owner’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 Owner by email, facsimile or courier delivery to Owner’s addresses on record in Owner’s Account, or to an alternative address for delivery specified by Owner in a notice delivered to Venture pursuant to this section 14.4; 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 Owner pursuant to this section 14.4. 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 Owner, and except as expressly set out in section 4.6 Owner will not transfer or assign these Terms or any of Owner’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 Owner’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 OWNER DOES NOT ACCEPT AND AGREE TO THESE TERMS, THEN OWNER MAY NOT APPLY FOR AN ACCOUNT OR USE ANY OF VENTURE’S SERVICES.