1. General

• This agreement represents the complete agreement and understanding. Web2win, hereinafter called Web2win or "We" and the person or organization who suscribes to Web2win's Service hereinafter called Customer or "You".

• This Agreement sets forth the Terms and Conditions that apply to use of the Service by you. By using the Service, you agree to comply with all of the Terms and Conditions set out in this document. This document is accessible at any time on our website http://www.web2win.net/termsofuse.html.

• Web2win shall have the right at any time to change or modify the Terms and Conditions applicable to your use of the Services, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately, with or without notice by us.

• Our Services are provided on the basis of, and are subject to, service, facility and equipment availability. We reserve the right not to provide one or more Services where necessary facilities, equipment or services are not available for any reason whatsoever.

2. Term and Termination

• The Service shall automatically renew at the end of the initial Term unless terminated by either party in accordance with these Terms and Conditions.

• If you are dissatisfied with our service, or with any of our terms, conditions, rules, policies, guidelines, or practices in operating the Service, your sole and exclusive remedy is to terminate your Service agreement with us in accordance with our cancellation policy and discontinue using the Service. You must provide us with not less than seven (7) days' written notice prior to the next billing date to advise us of your decision to terminate the Service agreement.

• No refunds will be given for partial terms or for any initial registration fee or setup fees. The Service cannot be transferred between different domain names.

• We reserve the right to terminate any Service to you immediately and without notice for cause in the event that you breach this Agreement. We may, at our sole discretion, suspend your service in lieu of terminating this Agreement while we investigate the alleged breach of this Agreement.

• Domain registrations purchased through Web2win cannot be cancelled nor refunded. Domains will remain active until the end of the registration term.

3. Your Responsibilities

• While using the Service you must comply with applicable laws at all times. You assume total responsibility and risk for you and your authorized users' use of the Service.

• You are responsible for paying all charges necessary to use and access the Service. We will recognize only you as the person authorized to accept, utilize, manage, modify or terminate the Service. Any such changes will require you to provide the correct account identification and password.

• You are responsible for ensuring that your use of the Service does not:

1. consume excessive system resources that disrupts the normal use of the system spawn multiple processes, consuming excessive amounts of memory or CPU usage spam or perform mass emailing using internal or external mail and/or news servers

2. violate or potentially violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, business or personal dispute or argument, invasion of privacy or rights of celebrity, violation of any anti discrimination law or regulation, or any other right of any person or entity, or any personal or business argument or dispute; or

3. contain any material that is: unlawful, harmful, fraudulent, libelous, slanderous, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, disputatiously, argumentatively or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, provincial, state, national or international law

• Without limiting the scope of the above, we forbid the storage of illegal/pirated software, the use of any type of IRC bot and/or proxy (including, but not limited to, bnc and eggdrop), the storage and use of any type of software intended for hacking/cracking purposes and the storage or sale of bulk email lists intended for spamming or resale purposes.

• We strictly enforces a zero-spam tolerance policy. Spam abuse includes, but is not limited to, bulk email originating from our servers mass distributed to unknown recipients soliciting products or services and/or bulk email NOT originating from our servers mass distributed to unknown recipients soliciting products or services relating to a Web2win account. Spam violations will result in immediate account suspension.

4. Privacy

Our Privacy Policy sets out our obligations with respect to the safeguarding, collection and use of your personal information and is subject to modification from time to time by us. You agree to review the Privacy Policy periodically to become aware of any such modifications. Continued access or use of our Service shall be deemed to be conclusive acceptance by you of the modified Privacy Policy. Our Privacy Policy is accessible on our website http://www.web2win.net/privacy.html

5. Service Fees

The prices for the Service are made available on our website and are subject to change without notice. No refunds will be given for partial terms or for any initial registration fee or setup fees. If applicable, you will be charged for excessive bandwidth usage if you exceed the amount allocated to for your Service. Suspended accounts requiring re-activation will be charged an account re-activation fee.

6. IP Addresses

Web2win maintains control and ownership of any IP numbers or addresses that may be assigned to you for your use of the service. We also reserve the right to change or remove any IP numbers or addresses at any time. Customers may only use the assigned IP numbers or addresses as permitted by Web2win connection with the service during the term of this agreement.

7. Invoices

• We will invoice you for the term of your service, unless otherwise specified in these Terms and Conditions.  Invoices will include, and you will be responsible for, any applicable provincial and federal taxes, as well as interest charges on overdue invoices.

• You must bring invoice inquiries and disputes to our attention within 30 days of the invoice date and failure to do so will be deemed to be an admission that the entire contents of the invoice are accurate.

8. Payment Terms

• Web2win accounting cycle begins on the 1st of the month. Invoices are due at the beginning of each term cycle depending on the billing frequency of the service. Charges for new accounts not entering the system on the 1st are pro-rated to the 1st of the next month. Accounts not paid within 7 days of invoice date will be suspended from service until invoice is paid in full. Suspended accounts are subject to a CAD$25/US$15 re-activation service charge.

• Accounts overdue for 30 days or more after the invoice date will be removed from our system and processed as a cancelled account.

• Payment shall be made by credit card (Visa, MasterCard or American Express). American Express does not have the service for Canadian merchants to charge in US funds. Clients using the AE card will be charged the Canadian dollar equivalent of the total at an exchange rate of approximately 1.6:1 regardless of their selected billing currency.

9. Service Interruption

We may suspend the Service at any time for any duration of time, without penalty or liability to ourselves, where necessary. You agree that it may be necessary for us to temporarily suspend our Service for technical reasons or to maintain our network, equipment or facilities. We shall not bear any liability whatsoever for:

• any such suspensions of Service;

• the termination of Service pursuant to these Terms and Conditions;

• suspension or termination of Service due to your non-payment of amounts or deposits due;

• suspension or termination of Service due to your unlawful or improper use of facilities or Service by you;

• your inability to access any Services; or

• suspension or termination of the Service for any other reason at our sole discretion.

10. Limitation of Liability

 

1. The Service is provided on an "as is" and "as available" basis and use of the Service is at your own risk. We make no representations or warranties whatsoever, either express or implied, with respect to the Service or any service, merchandise or information provided through the Service, including without limitation any representation or warranty with respect to the network transmission capacity of any common carriers used by us or the accuracy or quality of the Service. There is no warranty of title, non-infringement nor any implied warranty of merchantability or fitness for a particular purpose. It is solely you and your authorized users' responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services and other information and the quality and merchantability of the Service and all merchandise and services provided through the Service generally.

2. Neither we nor our suppliers warrant that the Service will be uninterrupted or error free.

3. Without limiting the generality of the foregoing, we and our suppliers, and our respective directors, officers and employees (collectively, in this paragraph, "Web2win"), are not responsible or liable to you or third parties for any claim, loss, damages, liability or expenses you or others may suffer or incur as a result of, arising out of, or in any way connected with the Service, any use of it or interruption in it, or our equipment, whether through act or omission, negligence or otherwise, and whether direct or indirect. Without limitation, Web2win is not liable for any incidental, special, consequential, punitive, aggravated or exemplary damages, or loss of use, data, business, income or profits, even if Web2win has been advised of the possibility of such claim, loss, damages, liability or expenses by you or others. You assume all responsibility and liability with respect to mistakes, omissions, interruptions, errors, defects, delays in operation or transmission, or any failure of performance. The limitations on liability contained in this Agreement shall survive the termination of this Agreement. Without limiting the generality of the foregoing, in no circumstances shall our liability to you exceed one (1) month's user fee.

4. Your Indemnification of Web2win

5. You shall indemnify and hold us and our directors, officers and employees harmless against all claims, loss, damages, liability or expenses that we and/or they may suffer or incur, directly or indirectly, arising out of, resulting from or in connection with your use of the Service. Indemnification includes, but is not limited to, claims by third parties, the installation, presence, maintenance, and removal of any and all equipment, the violation by you of the Agreement in force from time to time, and legal fees, disbursements and all other reasonable costs incurred by us in connection with any legal, collection or other proceedings brought by us against you related to this Agreement.

11. Relationship

The relationship between us constitutes that of independent contractors. You do not possess, nor are you able to distinguish yourself as having, any authority to act for or create any obligation of, or make any representation on behalf of or in our name. You shall not use, in any manner or circumstance whatsoever, trademarks, trade names, logos or designs owned or licensed by us.

12. Assignment

1. These Terms and Conditions are binding upon, and shall enure to, our benefit and that of our respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You shall not assign or transfer your rights or obligations hereunder or otherwise in respect of the Service without our prior written consent.

2. We reserve the right to assign our rights and obligations under this Agreement to a third-party in connection with a merger, consolidation, sale of our assets or corporate re-organization.

13. Force Majeure

Neither of us shall be liable for any delay, interruption or failure in the performance of our obligations if caused by acts of God, declared or undeclared war, fire, flood, storm, slide, earthquake, power failure, the inability to obtain equipment, supplies or other facilities that are not caused by a failure to pay, labour disputes, or other similar events beyond the control of the party affected that may prevent or delay such performance. If any such act or event occurs or is likely to occur, the party affected shall promptly notify the other, giving the particulars of the event. The party so affected shall use reasonable efforts to eliminate or remedy the event.

14. Unenforceable Provisions

If any part of these Terms and Conditions is found to be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalid or unenforceable part only, without in any way affecting the remaining parts of these Terms and Conditions.

15. Governing Law

• The rights and obligations of the parties pursuant to these Terms and Conditions is governed by, and shall be construed in accordance with, the laws of the Province of British Columbia, Canada, without reference to its conflicts of laws principles.

• You may be subject to other local, provincial and national laws. You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Province of British Columbia for any dispute arising under or relating to this Agreement and waive your right to institute legal proceedings in any other jurisdiction. We shall be entitled to institute legal proceedings in connection with any matter arising under this Agreement in any jurisdiction where you reside, do business or have assets.

• Domain name registrations will subject you to the Terms and Conditions of the respective governing domain extension registries. .COM, .NET, .ORG domain name extensions are governed by ICANN policy. Please refer to http://www.icann.org.

16. Age of Majority

Web2win do not accept agreements and payments from persons under the legal age of 18 years. We require that agreements are made with a person who is legally qualified to contract. Web2win customers must be over the age of 18 years. Otherwise, a parent or guardian must accept this agreement and ensure proper payment will be made.

17. Waiver

No waiver of any of the provisions of these Terms and Conditions shall be deemed to constitute a waiver of any other provision nor shall such a waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound thereby.

18. Entire Agreement

These Terms and Conditions represent the complete Agreement and understanding between us with respect to the Service and supersede any other written or oral agreement.