General Terms of Service

The services that The Wire Inc. provides to you are subject to this Terms of Service (“TOS”). You will hereinafter be referred to as “Customer,” the scope of which definition will include, without limitation, your agents, employers, and employees. This TOS, in addition to any Order Form (as defined below) and any other specific agreement for The Wire Inc. Services (as defined below) between Customer and The Wire Inc., represents the complete understanding and agreement between The Wire Inc. and Customer. Except when expressly agreed to the contrary in writing signed by an authorized representative of The Wire Inc., this TOS supersedes any other agreement, whether written, oral, by conduct, or otherwise.

THE WIRE INC. RESERVES THE RIGHT TO UPDATE THE TOS (INCLUDING, WITHOUT LIMITATION, CHANGING OR DISCONTINUING ANY OF THE “THE WIRE INC. SERVICES” AS DEFINED BELOW) AT ANY TIME WITH NO LESS THAN FIVE DAYS NOTICE TO CUSTOMER. ANY SUCH CHANGE OR DISCONTINUANCE WILL LEGALLY BIND CUSTOMER FROM THE TIME WHEN THE WIRE INC. PUBLISHES AN UPDATED VERSION OF THE TOS ON THE WEB SITE. IT IS CUSTOMER’S SOLE RESPONSIBILITY, AND IT IS NOT THE WIRE INC.’S RESPONSIBILITY WHATSOEVER, TO ENSURE THAT CUSTOMER IS UP-TO-DATE ON THE MOST CURRENT VERSION OF THE TOS.

The most current version of the TOS can be reviewed by clicking on the “Terms of Service” hypertext link located at the bottom of The Wire Inc.’s web site (the “Web Site”) pages.

THE SUBMISSION OF CUSTOMER’S “ORDER FORM” (WHICH DEFINITION INCLUDES, WITHOUT LIMITATION, THE WIRE INC.’S ONLINE ORDER FORM, HARD COPY WRITTEN ORDER FORM, AGREEMENTS FOR THE WIRE INC. SERVICES, OR TELEPHONE ORDERS), OR CUSTOMER’S USE OF ANY THE WIRE INC. SERVICES, WILL IMMEDIATELY AND AUTOMATICALLY CONSTITUTE CUSTOMER’S ACCEPTANCE OF THE TOS AND WILL BIND CUSTOMER TO THE TOS ACCORDINGLY. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS READ THIS TOS THOROUGHLY, HAS HAD SUFFICIENT OPPORTUNITY TO SEEK LEGAL COUNSEL OR HAS WAIVED SUCH OPPORTUNITY, AND THEREFORE CLEARLY UNDERSTANDS AND AGREES TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS TOS.

The Wire Inc. will provide The Wire Inc. Services to Customer in exchange for fees and full compliance with the following terms and conditions:

1. PROVISION OF THE WIRE INC. SERVICES

a. The Wire Inc. Services Defined. “The Wire Inc. Services” include the following:

(i) any act of preparing, setting up, connecting, maintaining, terminating, or reconnecting “Customer’s Account” (which definition includes all billing data related to The Wire Inc. Services and the space on the particular Web server that The Wire Inc. provides to Customer for the purpose of providing The Wire Inc. Services to Customer);

(ii) any use by Customer, or any access provided to Customer by The Wire Inc., of computing, telecommunications, software, information, hardware, and equipment provided by The Wire Inc. or third parties affiliated with The Wire Inc.;

(iii) any act, or provision of any service, by The Wire Inc. to Customer related to web hosting and domain name registrations (including server usage and technical support), regardless of duration and whether paid for or not;

(iv) any provision by The Wire Inc. to Customer, of any space, Internet connectivity, or electrical power;

(v) any access or use related to the Web Site, including the Web Site itself;

(vi) any other service mentioned in the TOS;

(vii) any other service provided by The Wire Inc. to Customer, whether used or not;

(viii) any other service related to The Wire Inc. that is used by Customer, whether offered or provided by The Wire Inc. to Customer.

b. Amendment of Fees & Charges. The Wire Inc. may amend the fees and/or charges for any The Wire Inc. Services without prior notice to Customer.

c. Management & Backup of Data. Except where The Wire Inc. has expressly agreed in writing to the contrary, Customer is solely and entirely responsible, and The Wire Inc. is in no way responsible, for the management and backup of all Customer data, and all updates, upgrades, and patches to any software that Customer uses in connection with The Wire Inc. Services.

d. Maintenance Windows. Customer acknowledges and agrees to the weekly scheduled maintenance windows, which The Wire Inc. may perform at least every week. Customer understands and agrees that during a scheduled maintenance window, any or all The Wire Inc. Services may be unavailable. Customer further understands and agrees that The Wire Inc. has the right to conduct an emergency maintenance window at any time, during which any or all The Wire Inc. Services may be unavailable.

e. License to Occupy Only. Customer acknowledges that Customer has no real property interest in any equipment space provided to Customer by The Wire Inc., and Customer agrees that any such provision of equipment space grants Customer only a license to occupy the equipment space. Payment by Customer for the equipment space does not create or vest in Customer (or in any other party) any leasehold estate, easement, ownership interest, lien, or other proprietary right or interest of any nature in any part of The Wire Inc.’s premises or facilities including the equipment space.

f. Domain Name Registrations. The Wire Inc. Services related to the registration of a domain name is limited to the submission of the registration request to the appropriate registrar. THERE IS NO GUARANTEE, AND THE WIRE INC. SPECIFICALLY DISCLAIMS ANY SUCH GUARANTEE, THAT A PARTICULAR APPLICATION FOR A DOMAIN NAME WILL BE ACCEPTED, APPROVED, OR REGISTERED. Customer understands and agrees that each individual domain name constitutes a single submission. It is Customer’s sole responsibility to provide accurate information and to notify the appropriate registrar directly, and NOT The Wire Inc., about any change to the original information. For country code top-level domain names, Customer acknowledges that the fees are non-refundable, even if the domain name is rejected (because the fee is for the service of submitting the application). Customer understands and acknowledges that each individual registry or registrar may have additional domain registration fees that Customer will have to pay.

g. Third Party Services or Products. Customer acknowledges and agrees that any recommendation made by The Wire Inc.’s employees for services or products ancillary to The Wire Inc. Services are the recommendations of that employee only and not of The Wire Inc.. The Wire Inc. does not warrant the integrity or quality of the services or products provided by such third parties. Customer agrees to hold The Wire Inc., any third party entity related to The Wire Inc. (including third party vendors), and The Wire Inc.’s executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries (herein and hereinafter meaning any company owned by the same parent company, whether partially or wholly) harmless from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including any and all legal fees and expenses arising out of or related to Customer’s reliance on any recommendation made by an employee of The Wire Inc. regarding services or products ancillary to The Wire Inc. Services.

h. The Wire Inc.’s Right of Refusal & Termination. The Wire Inc. may, at its sole discretion, refuse The Wire Inc. Services to any Customer (whether potential, new, or existing) and/or terminate the supply of The Wire Inc. Services to Customer immediately, with or without any prior notice, if The Wire Inc. deems Customer to be in breach of the TOS, notwithstanding that Customer may be in breach of any other agreement by complying with the TOS.

2. USE OF THE WIRE INC. SERVICES

a. Customer’s Account. Only Customer may use Customer’s Account, which is defined as including all billing data related to Customer Services and the space on the particular Web server that The Wire Inc. provides to Customer for the purpose of providing The Wire Inc. Services to Customer. Customer may not transfer, sell, lease, rent, or assign, in any way, any part or whole of Customer’s Account and/or The Wire Inc. Services to any party, unless Customer obtains The Wire Inc.’s prior written consent.

b. Customer’s Password. Customer agrees to maintain a secure password (“Customer’s Password”) to Customer’s Account, as approved and accepted by The Wire Inc.. Customer is solely responsible for changing and maintaining Customer’s Password as required to ensure secure access to Customer’s Account. Customer is also solely responsible, and The Wire Inc. is in no way responsible, for ensuring the confidentiality and secrecy of Customer’s Password. If Customer forgets or loses Customer’s Password or requires a new password, Customer agrees to abide by all the security measures and procedures that The Wire Inc. may implement and require of Customer, including Customer’s provision to The Wire Inc. of valid identification, credit card number, or notarized affidavit. Customer understands and agrees that if Customer does not comply with or does not satisfy (in The Wire Inc.’s sole discretion) The Wire Inc.’s security and identification verification procedures, then The Wire Inc. reserves the right to refuse any or all of Customer’s inquiries and/or requests as they relate to The Wire Inc. Services and/or Customer’s Account.

c. Ownership of Customer’s Account & Customer’s Web Site. CUSTOMER ACKNOWLEDGES, WARRANTS, AND AGREES THAT THE LEGAL OWNER OF CUSTOMER’S ACCOUNT WILL BE THE INDIVIDUAL, COMPANY, OR ENTITY WHOSE NAME IS LISTED IN THE WIRE INC.’S DATABASE AS THE OWNER OF CUSTOMER’S ACCOUNT (“ACCOUNT OWNER”). ONLY THE ACCOUNT OWNER MAY MAKE MODIFICATIONS, INCLUDING CHANGE OF OWNERSHIP, TO CUSTOMER’S ACCOUNT, SUBJECT TO THE WIRE INC.’S WRITTEN CONSENT. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE LEGAL OWNER OF THE WEB SITES HOSTED UNDER CUSTOMER’S ACCOUNT WILL BE THE ACCOUNT OWNER, EXCEPT WHERE CUSTOMER’S CUSTOMERS OWN THE WEB SITES. CUSTOMER WILL FULLY COOPERATE WITH AND ABIDE BY ANY AND ALL OF THE WIRE INC.’S SECURITY MEASURES AND PROCEDURES (INCLUDING CUSTOMER’S PROVISION TO THE WIRE INC. OF VALID IDENTIFICATION, CREDIT CARD NUMBER, AND/OR NOTARIZED AFFIDAVIT) IN THE EVENT OF ANY CONFLICT WITH REGARDS TO THE OWNERHIP OF CUSTOMER’S ACCOUNT AND/OR WEB SITES.

d. Customer’s Lawful and Ethical Use. Customer agrees to use The Wire Inc. Services as permitted by applicable laws (including, without limitation, local, provincial, state, and federal laws) and in a manner that is not unethical, libelous, or contrary to public policy or The Wire Inc. policy.

e. Customer’s Warranty, Liability, & Indemnification. Customer acknowledges and agrees that The Wire Inc. will be the sole determinant of whether or not Customer is in breach of the TOS. Customer is solely responsible for any legal liability arising out of, or relating to, Customer’s use of The Wire Inc. Services. Customer represents, warrants, and covenants to The Wire Inc. that Customer holds the necessary rights to use, or permit to use, any item used through any of The Wire Inc. Services, and that the use, reproduction, distribution, transmission, or display of any data to the public, and any material to which the public can link or access, or any aspect of The Wire Inc. Services made available to the public through Customer, does NOT and will NOT:

(i) violate or potentially violate any right of any third party, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;

(ii) constitute or potentially constitute violations, including false advertisement, unfair competition, defamation, invasion of privacy, invasion of rights, and discrimination;

(iii) cause or potentially cause any dispute or legal action/proceeding;

(iv) contain or potentially contain any material that is unlawful, harmful, fraudulent, libelous, slanderous, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or otherwise offensive;

(v) contain or potentially contain any material that is racially, ethnically, disputatiously, argumentatively, or ethically objectionable; or

(vi) contain any other material that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law (including export control laws).

Customer agrees to indemnify and hold harmless The Wire Inc., any third party entity related to The Wire Inc. (including third party vendors), and The Wire Inc.’s executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including any and all legal fees and expenses arising out of or relating to Customer’s breach of any provision of the TOS or any other third party claim with respect thereto.

f. Customer’s Prevention of Corruption. Customer must actively endeavor to prevent any corruption of The Wire Inc.’s systems, including viruses. The Wire Inc. reserves the right to run anti-virus programs, at The Wire Inc.’s sole discretion, to minimize potential and actual damages.

g. Other Prohibited Conduct. Customer must not commit or permit any reverse engineering, reverse assembling, disassembling, reverse compiling, or decompiling, or any attempt to derive source code from, any prototypes, hardware, software, or other tangible objects provided to Customer by The Wire Inc..

h. Mandatory Upgrades. If The Wire Inc., in its sole discretion, deems Customer or Customer’s Account to be adversely affecting The Wire Inc.’s server performance or network integrity, or Customer’s Account is consuming use of bandwidth or disk space above the allowance specified in Customer’s particular service package, then The Wire Inc. may request of Customer, and Customer must comply with such request, to upgrade Customer’s Account to a service package that would, in The Wire Inc.’s sole discretion, adequately accommodate the use, consumption, and other requirements of Customer’s Account and accommodate The Wire Inc.’s provision of The Wire Inc. Services to Customer’s Account. Any and all downgrades of service packages are subject to The Wire Inc.’s sole approval and applicable fees.

i. Fixtures & Registration of Personal Property. Customer acknowledges and agrees that any of The Wire Inc.’s equipment, whether or not physically affixed to any part of The Wire Inc.’s premises or facilities, will not be construed to be fixtures. For Customer’s own equipment, Customer must register, or cause the lessor of such equipment to register (if applicable), the equipment as Customer’s personal property whenever required by any applicable law, and Customer agrees to pay all taxes levied upon such equipment.

j. Other Parties’ Permission & Policies. Customer’s use of networks, computing resources, or other services from other parties is also subject to those parties’ respective permission and usage policies. In the event of any conflict between the usage policies of the other parties and the TOS, the TOS will prevail and Customer will comply with the TOS.

k. Domain Name Registrations. Customer agrees that by submitting to The Wire Inc. an Order Form for domain name registration, Customer represents and warrants that the information submitted therein is true, accurate, and complete, and that any and all future changes to this information will be provided to the appropriate registrar in a timely manner. Customer also acknowledges and agrees that any submission of an Order Form for domain name registration does not confer immunity from objection to either the registration or use of the domain name.

l. Other Registry/Registrar Policies. Upon Customer’s registration of a domain name with any registry or registrar, Customer will also be subject to the usage policies of that registry or registrar. In the event of any conflict between the usage policies of the particular registry or registrar and the TOS, the TOS will prevail and Customer will comply with the TOS.

3. CUSTOMER’S ABUSE AND BREACH

a. Customer’s Abuse Defined. Any abuse of The Wire Inc. Services is a breach of the TOS (‘Customer’s Abuse’). Determination of what constitutes Customer’s Abuse will be at the sole discretion of The Wire Inc.. Customer’s Abuse includes Customer’s use of The Wire Inc. Services to engage in criminal activities (including but not limited to child pornography and fraud), infringement of third party intellectual property rights, display or communication of vulgar, offensive, defamatory, or threatening materials, use of The Wire Inc. Services that disrupts the normal use of The Wire Inc. Services for other customers of The Wire Inc. or Customer’s customers, spawning processes, consuming excessive amounts of memory, CPU and/or bandwidth, spamming or mass e-mailing (whether or not it overloads a server or disrupts service to The Wire Inc.’s customers), unauthorized access to or use of data, systems, or networks (including any attempt to prove, scan or test the vulnerability of a system or network, or to breach security or authentication measures without express authorization of the owner of the system or network), and interference with The Wire Inc.’s provisions of The Wire Inc. Services to any user (including mail bombing, flooding, deliberate attempts to overload a system, and broadcast attacks). Without limiting the scope of the foregoing, The Wire Inc. specifically forbids the storage of illegal or pirated software, the use of any type of IRC bot and/or proxy (including ‘bnc’ and ‘eggdrop’), the storage or use of any type of software intended for hacking or cracking purposes, the storage or sale of unsolicited bulk e-mail lists intended for spamming or resale purposes, and the forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting. Customer understands, acknowledges, and agrees that Customer’s Abuse is just cause for The Wire Inc. to immediately terminate this TOS and any and all provision of The Wire Inc. Services to Customer.

b. Spamming. Customer understands and acknowledges that The Wire Inc. has a zero-tolerance policy against the sending of unsolicited bulk e-mails and/or commercial messages over the Internet (“Spam” or “Spamming”), which definition also includes maintaining an open SMTP policy, engaging in Spamming using the services of another Internet service provider (“ISP”) or Internet presence provider (“IPP”) and referencing in the Spam a web site hosted on The Wire Inc.’s server, and selling or distributing software on a web site that facilitates Spamming and resides on a server of The Wire Inc.. Spamming is strictly prohibited under the TOS and is just cause for The Wire Inc. to terminate this TOS and any and all provision of The Wire Inc. Services to Customer.

c. Disciplinary Measures. In the event of Customer’s Abuse, The Wire Inc. may implement, at The Wire Inc.’s sole discretion, any disciplinary measure, including warning, suspension, or termination of Customer’s Account and all provision of The Wire Inc. Services to Customer. If Customer has been suspended, and The Wire Inc. chooses to repeal the suspension, The Wire Inc. may, at its sole discretion, charge Customer a reconnection charge before The Wire Inc. provides any further The Wire Inc. Services to Customer. Customer acknowledges and agrees that if a Customer’s Account has been suspended or placed on hold, The Wire Inc. may redirect visitors of the particular Customer’s web site to The Wire Inc.’s technical support web page. Customer further agrees to indemnify and hold harmless The Wire Inc., any third party entity related to The Wire Inc. (including third party vendors), and The Wire Inc.’s executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including any and all legal fees and expenses arising out of or relating to The Wire Inc. placing Customer’s Account on hold.

d. Monitoring. The Wire Inc. reserves the right, and Customer consents, to The Wire Inc. monitoring The Wire Inc. Services and the content on Customer’s web site(s) to determine whether or not Customer is using The Wire Inc. Services in compliance with the TOS. However, Customer understands and acknowledges that The Wire Inc. does not monitor Customer’s communications, activities, or web site content as a general practice, and The Wire Inc. expressly disclaims that it maintains any such general practice.

e. Misclassification. Customer acknowledges that Customer’s activity may be misclassified as Customer’s Abuse. A Customer who believes that Customer’s activity has been misclassified may appeal to The Wire Inc.’s Technical Support Manager. Determination of whether or not Customer’s activity is indeed Customer’s Abuse is at The Wire Inc.’s sole discretion. Customer further agrees to hold harmless The Wire Inc., any third party entity related to The Wire Inc. (including third party vendors), and The Wire Inc.’s executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of action, including any and all legal fees and expenses arising out of or relating to The Wire Inc. misclassifying Customer’s activities as Customer’s Abuse.

f. Breach of the TOS. Customer agrees to report to The Wire Inc. any breach of the TOS by Customer, any other customer of The Wire Inc., or anyone else using The Wire Inc. Services or associated with The Wire Inc.. If Customer is unsure of whether or not a particular activity constitutes a violation of the TOS, Customer must notify The Wire Inc. and The Wire Inc. may make such determination. The final determination of what constitutes breach of the TOS will be at The Wire Inc.’s sole discretion.

g. Civil &/or Criminal Liability for Breach. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY BREACH OF THE TOS BY CUSTOMER MAY RESULT IN CIVIL ACTION AND/OR CRIMINAL PROSECUTION.

4. TERMINATION

a. Cause for Termination. CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT IF THE WIRE INC. DEEMS CUSTOMER TO BE INVOLVED, IN ANY WAY, IN ANY BREACH OF THE TOS THE WIRE INC. RESERVES THE RIGHT TO IMMEDIATELY TERMINATE, WITHOUT ANY PRIOR NOTICE TO CUSTOMER, THE TOS AND THE WIRE INC. SERVICES TO CUSTOMER. THE WIRE INC. WILL NOT IN ANY WAY BE LIABLE TO CUSTOMER, AND CUSTOMER WILL MAKE NO CLAIM AGAINST THE WIRE INC., FOR TERMINATING THE TOS OR THE WIRE INC. SERVICES TO CUSTOMER AS PROVIDED HEREIN.

b. Bankruptcy & Insolvency. In the event Customer becomes insolvent or any bankruptcy petition is filed by Customer or any third party against Customer, this TOS will automatically terminate and The Wire Inc. may immediately terminate The Wire Inc. Services to Customer without prior notice and/or any penalty whatsoever. Customer further consents to the grant of relief from any automatic stay of proceedings against The Wire Inc. in such event.

c. Survival. The following sections of this TOS will survive the expiry or termination of this TOS for any reason: 3(d); 3(f); 4 to 8 inclusive; 10; 11; 15 to 20 inclusive.

5. INDEMNIFICATION

CUSTOMER AGREES TO PROTECT, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE WIRE INC., ANY THIRD PARTY ENTITY RELATED TO THE WIRE INC. (INCLUDING THIRD PARTY VENDORS), AND THE WIRE INC.’S EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AND CO-SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, COSTS, JUDGMENTS, DAMAGES, CLAIMS, OR CAUSES OF ACTIONS, INCLUDING ANY AND ALL LEGAL FEES AND EXPENSES, ARISING OUT OF OR RESULTING IN ANY WAY FROM CUSTOMER’S USE OF THE WIRE INC. SERVICES.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, AND UNDER NO THEORY OF LAW OR EQUITY, WILL THE WIRE INC. (INCLUDING THE WIRE INC.’S EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, CO-SUBSIDIARIES, AFFILIATES, THIRD-PARTY PROVIDERS, MERCHANTS, LICENSORS, OR THE LIKE) OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE WIRE INC. SERVICES, BE LIABLE FOR THE LOSS OF A DOMAIN NAME, OR ANY BUSINESS OR PERSONAL LOSS, REVENUE DECREASE, EXPENSE INCREASE, COST OF SUBSTITUTE PRODUCTS AND/OR THE WIRE INC. SERVICES, OR ANY OTHER LOSS OR DAMAGE WHATSOEVER, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND – EVEN IF THE WIRE INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES – (I) ARISING OUT OF ANY USE OF OR INABILITY TO USE ANY THE WIRE INC. SERVICES, OR (II) RELATED TO THE WIRE INC.’S MIGRATION OR MOVEMENT OF ANY EQUIPMENT BELONGING TO CUSTOMER AND/OR THE WIRE INC.. THE WIRE INC.’S TOTAL CUMULATIVE LIABILITY, IF ANY, TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY AND ALL DAMAGES, RELATED TO THE TOS OR CUSTOMER SERVICES, INCLUDING THOSE FROM ANY NEGLIGENCE, ANY ACT OR OMISSION BY THE WIRE INC. OR THE WIRE INC.’S REPRESENTATIVES, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, WILL BE LIMITED TO, AND WILL NOT EXCEED, THE SETUP FEE OR THE MONTHLY FEES PAID BY CUSTOMER FOR THE WIRE INC. SERVICES, WHICHEVER IS GREATER.

7. DISCLAIMER

a. No Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS TOS, NO ADVICE, WHETHER WRITTEN, ORAL, OR OTHERWISE, THAT IS GIVEN BY THE WIRE INC., ITS EMPLOYEES, AGENTS, LICENSORS, OR THE LIKE, WILL CREATE A WARRANTY AND ANY RELIANCE ON SUCH INFORMATION OR ADVICE BY CUSTOMER WILL BE AT CUSTOMER SOLE RISK, AND THE WIRE INC. WILL IN NO WAY BE LIABLE TO ANYONE FOR SUCH RELIANCE.

b. Backup of Data & Insurance. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS CUSTOMER’S SOLE RESPONSIBILITY, AND THAT COMPANY IS IN NO WAY RESPONSIBLE, FOR THE BACK UP OF CUSTOMER’S DATA AND FOR THE MAINTENANCE OF ADEQUATE INSURANCE IN RELATION TO CUSTOMER’S EQUIPMENT.

c. Changes, Modifications, Movement, & No Backup of Data. CUSTOMER AGREES THAT THE WIRE INC. MAY DISCONTINUE, UPGRADE, REPLACE, MODIFY, CHANGE, OR PHYSICALLY MOVE IN ANY WAY, WITHOUT LIMITATION, ANY SOFTWARE, APPLICATION, PROGRAM, DATA, HARDWARE, EQUIPMENT, OR PORTIONS OR COMPONENTS THEREOF, USED TO PROVIDE CUSTOMER WITH THE WIRE INC. SERVICES. CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT CERTAIN CHANGES TO THE WIRE INC. SERVICES MAY AFFECT THE OPERATION OF CUSTOMER’S PERSONALIZED APPLICATIONS AND CONTENT. THE WIRE INC. MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE, CONDITION, OR EXISTENCE OF ANY OF CUSTOMER’S PERSONALIZED APPLICATIONS AND CONTENT. CUSTOMER ALSO AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE, AND THE WIRE INC. IS NOT RESPONSIBLE OR LIABLE IN ANY WAY, FOR ANY OF CUSTOMER’S PERSONALIZED APPLICATIONS AND CONTENT, INCLUDING THE MANAGEMENT AND BACKUP OF ANY AND ALL CUSTOMER DATA AND ADEQUATE INSURANCE OF CUSTOMER’S EQUIPMENT.

d. Systems Information. THE WIRE INC. MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY, ACCURACY, OR VALIDITY OF THE DATA AND/OR INFORMATION AVAILABLE. USE OF INFORMATION OBTAINED FROM OR THROUGH THE WIRE INC. IS AT THE SOLE RISK OF CUSTOMER.

e. Interconnecting Networks Information. CUSTOMER ACKNOWLEDGES THAT THE DATA OR INFORMATION AVAILABLE THROUGH THE INTERCONNECTING NETWORKS MAY NOT BE ACCURATE, AND THAT THE WIRE INC. HAS NO ABILITY OR AUTHORITY OVER THE DATA OR INFORMATION. THE WIRE INC. MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY, ACCURACY, OR VALIDITY OF THE DATA OR INFORMATION RESIDING ON OR PASSING THROUGH THE INTERNCONNECTING NETWORKS. USE OF DATA OR INFORMATION OBTAINED FROM OR THROUGH THE WIRE INC. SERVICES IS AT THE SOLE RISK OF CUSTOMER.

f. Third Party Licenses. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE WIRE INC. MAKES A REASONABLE EFFORT TO PROVIDE CUSTOMER WITH TECHNOLOGIES, DEVELOPMENTS, AND INNOVATIONS (COLLECTIVELY “TECHNOLOGIES”), PART OF WHICH ARE BEING LICENSED OR CO-BRANDED FROM OR BY THIRD PARTY ENTITIES. HOWEVER, THE WIRE INC. MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY, ACCURACY, RELIABILITY, VALIDITY, OR CONTINUED EXISTENCE OF ANY OR ALL ASPECTS OF SUCH TECHNOLOGIES. MOREOVER, THE WIRE INC. SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR SUCH TECHNOLOGIES. FURTHERMORE, CUSTOMER WILL NOT HOLD THE WIRE INC., ANY THIRD PARTY ENTITY RELATED TO THE WIRE INC. (INCLUDING THIRD PARTY VENDORS), OR THE WIRE INC.’S EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND CO-SUBSIDIARIES LIABLE IN ANY WAY FOR THE REVOCATION OF ANY LICENSE, WHICH HAS BEEN LICENSED TO THE WIRE INC. FROM OR BY THIRD PARTIES, THAT RESULTS IN ANY ACTUAL OR POTENTIAL HARM, DAMAGE, COST, EXPENSE, OR OTHERWISE TO CUSTOMER, CUSTOMER’S BUSINESS, CUSTOMER’S AFFILIATES, CUSTOMER’S CUSTOMERS, OR ANYONE OR ANYTHING RELATED TO CUSTOMER. THE USE OF THE TECHNOLOGIES OBTAINED FROM OR THROUGH THE WIRE INC., OR ANY OTHER REFERRED THIRD PARTY, WHETHER DIRECTLY OR INDIRECTLY, IS AT THE SOLE RISK OF CUSTOMER.

g. Non-Company Products. REGARDING NON-COMPANY PRODUCTS AND SERVICES, ANY MENTION THEREOF, OR ANY STATEMENT RELATED THERETO, BY THE WIRE INC., ANY THIRD PARTY ENTITY RELATED TO THE WIRE INC. (INCLUDING THIRD PARTY VENDORS), OR THE WIRE INC.’S EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AND/OR CO-SUBSIDIARIES IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION BY THE WIRE INC. OR THE INDIVIDUALS AND ENTITIES LISTED IN THIS SECTION. THE WIRE INC. DISCLAIMS ANY AND ALL LIABILITIES FOR ANY REPRESENTATION OR WARRANTY MADE BY THE VENDORS OF SUCH NON-COMPANY PRODUCTS OR SERVICES.

h. The Web Site. THE SERVICES, INFORMATION, AND DATA (COLLECTIVELY THE “INFORMATION”) MADE AVAILABLE ON THE WIRE INC.’S WEB SITE ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND. THE WIRE INC. EXPRESSLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WIRE INC. WILL HAVE ABSOLUTELY NO LIABILITY IN CONNECTION WITH THE INFORMATION, INCLUDING ANY LIABILITY FOR DAMAGE TO THE WEB SITE USER’S COMPUTER, ANY HARDWARE, DATA, INFORMATION, MATERIALS, AND BUSINESS RESULTING FROM THE INFORMATION, OR THE LACK OF INFORMATION, AVAILABLE ON THE WIRE INC.’S WEB SITE. THE WIRE INC. WILL HAVE NO LIABILITY FOR:

(i) ANY AND ALL LOSSES OR INJURIES CAUSED, IN WHOLE OR IN PART, BY THE WIRE INC.’S ACTIONS, OMISSIONS, OR NEGLIGENCE, OR FOR CONTINGENCIES BEYOND THE WIRE INC.’S CONTROL IN PROCURING, COMPILING, OR DELIVERING THE INFORMATION;

(ii) ANY AND ALL ERRORS, OMISSIONS, OR INACCURACIES IN THE INFORMATION REGARDLESS OF HOW CAUSED, OR DELAYS OR INTERRUPTIONS IN DELIVERY OF THE INFORMATION; OR

(iii) ANY DECISION MADE, OR ACTION TAKEN OR NOT TAKEN, IN RELIANCE UPON THE INFORMATION FURNISHED ON THE WEB SITE.
THE WIRE INC. MAKES NO WARRANTY, REPRESENTATION, OR GUARANTY AS TO THE CONTENT, SEQUENCE, ACCURACY, TIMELINESS, OR COMPLETENESS OF THE INFORMATION ON THE WEB SITE, OR THAT THE INFORMATION IS RELIABLE FOR ANY REASON. THE WIRE INC. MAKES NO WARRANTY, REPRESENTATION, OR GUARANTY THAT THE INFORMATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS CAN BE CORRECTED. CUSTOMER WILL MAKE NO CLAIM, COMPLAINT, OR PROCEEDING AGAINST THE WIRE INC. FOR ANY OR ALL PORTIONS OF THE WEB SITE THAT MAY REQUIRE THE DOWNLOADING OF WEB SITE COOKIES FOR CUSTOMER TO ACCESS SUCH PORTIONS OF THE WEB SITE. FOR THE PURPOSES OF THIS SECTION, “THE WIRE INC.” INCLUDES THE WIRE INC.’S DIVISIONS, SUBSIDIARIES, CO-SUBSIDIARIES, SUCCESSORS, PARENT COMPANIES, AND THEIR (INCLUDING THE WIRE INC.’S) EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, THIRD-PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE.

8. PAYMENT

a. Billing Cycle. The billing or invoicing of Customer’s Account may vary depending on various factors, including the date on which Customer becomes a customer of The Wire Inc. and the particular The Wire Inc. Services that The Wire Inc. is providing Customer. The Wire Inc.’s provision of The Wire Inc. Services to Customer for one (1) month will constitute one “Billing Cycle” which will begin on the first day, and end on the last day, of each calendar month. The Billing Cycle will continue to renew each month until The Wire Inc. receives a “Cancellation Request” from Customer in accordance with this TOS. The first Billing Cycle for Customer’s Account will commence on the day that The Wire Inc. receives Customer’s Order Form. If The Wire Inc. receives the Order Form on or after the first day of a calendar month, then The Wire Inc. may pro-rate accordingly the charges and fees for that month. The Wire Inc. reserves the right to modify the Billing Cycle, at any time and without prior notice, so that Customer may be billed or invoiced for The Wire Inc. Services more or less frequently. Any period during which Customer’s account is suspended or on hold will be included in the Billing Cycle.

b. Payment Due. Customer must ensure that The Wire Inc. receives full payment for The Wire Inc. Services before the beginning of each Billing Cycle, including the initial Billing Cycle. Customer is solely responsible for ensuring that The Wire Inc. receives payment before the applicable due date. The Wire Inc. may, at its sole discretion, decide not to provide Customer with The Wire Inc. Services until The Wire Inc. receives full payment in advance.

c. Methods of Payment. Methods of payment accepted by The Wire Inc. are cheque, money order, or credit card. If Customer is paying by check or money order, the payment must be sent to The Wire Inc.’s address as it appears on the Web Site. The Wire Inc. will charge Customer a twenty-five dollar (CAN$25.00) service charge for each cheque that is not honored or for each credit card payment that is charged back.

d. Overages. The Wire Inc. may charge Customer for any “Overages,” which includes excessive bandwidth and disk space use (which is any use of bandwidth or disk space above the allowance specified in Customer’s particular service package). Customer is solely responsible for preventing any and all Overages on a daily basis. Customer acknowledges and agrees that The Wire Inc. has no obligation to warn Customer about any pending or actual Overage.

e. Delinquent Customer’s Account. Customer’s Account will be deemed “Delinquent” if The Wire Inc. does not receive payment for The Wire Inc. Services within five (5) days after the commencement of a Billing Cycle.

f. Penalties for Delinquent Customer’s Account. A Customer’s Account that is Delinquent may be put on hold and Customer may be prevented from using Customer’s Account. Delinquent Customer’s Account may have visitors redirected from Customer’s web site to The Wire Inc.’s technical support web page. A Delinquent Customer’s Account that is unpaid for an entire Billing Cycle may, at The Wire Inc.’s sole discretion, have any or all files archived, purged, or otherwise deleted. Customer’s Account will continue to accrue charges (including interest charges) while Customer’s Account is on hold.

g. Reconnection Charge. The Wire Inc. may charge Customer, and Customer must pay, a reconnection service charge of seventy-five dollars (CAN$75.00) to remove the hold on Customer’s Account and to remove Customer’s Account from Delinquent status.

h. Amendments. The Wire Inc. may amend the fees and/or charges for any of The Wire Inc. Services without prior notice to Customer.

i. Applicable Taxes. The Wire Inc. will charge Customer, and Customer must pay to The Wire Inc., all applicable taxes, including any retroactive tax on past fees or charges (whether already paid or not) in cases where The Wire Inc. is under a legal obligation to collect such tax from Customer. Customer is solely responsible for any and all other taxes, which Customer is under a legal obligation to pay.

9. CANCELLATION REQUESTS

a. Automatic Renewal. The TOS will bind Customer, and Customer will be deemed to have accepted the TOS, upon The Wire Inc.’s receipt of Customer’s Order Form. The TOS, and the particular service agreement(s) executed between Customer and The Wire Inc. (if any), will automatically renew upon expiration of the relevant Billing Cycle until Customer makes a proper “Cancellation Request.”

b. Cancellation Request Defined. “Cancellation Request” means Customer’s request, in accordance with this TOS, to The Wire Inc. to cease the provision of The Wire Inc. Services for the particular Customer’s Account. For a valid Cancellation Request that The Wire Inc. will deem effective, Customer must make any and all Cancellation Requests according to the following specifications:

(i) Monthly Basis. If Customer pays on a monthly basis, a Cancellation Request must be given by writing via facsimile, first class postal service (postage prepaid), or by prepaid overnight commercial courier delivered to The Wire Inc.’s Customer Service Department (address available on the Web Site). Customer may also make a Cancellation Request by telephone call to The Wire Inc.’s Customer Service Department during the hours of 9:00 a.m. EST to 5:00 p.m. EST, Monday to Friday (excluding holidays). The Cancellation Request must be received by The Wire Inc. before 3:00 p.m. EST on the last business day of the particular month in order for the Cancellation Request to be processed by the end of the same month; otherwise, The Wire Inc. will automatically renew Customer’s Account for the next month or Billing Cycle. CHARGES ARE NOT PRO-RATED WHEN CUSTOMER TERMINATES CUSTOMER’S ACCOUNT WITH THE WIRE INC..

(ii) Non-Monthly Basis. If Customer pays on a non-monthly basis (three (3), six (6), twelve (12), or other number of multiple months), a Cancellation Request for Customer’s Account must be given by writing via facsimile, first class postal service (postage prepaid), or by prepaid overnight commercial courier delivered to The Wire Inc.’s Customer Service Department (address available on the Web Site). Customer may also make a Cancellation Request by telephone call to The Wire Inc.’s Customer Service Department during the hours of 8:00 a.m. EST to 5:00 p.m. EST, Monday to Friday (excluding holidays). The Cancellation Request must be received by The Wire Inc. before 5:00 p.m. EST, fifteen (15) days before the anniversary date of when The Wire Inc. received Customer’s Order Form for the Cancellation Request to be processed before such anniversary date; otherwise, The Wire Inc. will automatically renew Customer’s Account, and Customer will be bound and responsible, for the next applicable period. CHARGES ARE NOT PRO-RATED WHEN CUSTOMER TERMINATES CUSTOMER’S ACCOUNT WITH THE WIRE INC..

c. Full Payment Requirement. Customer’s Account must be PAID IN FULL before any Cancellation Request will be considered effective.

10. IP ADDRESSES

The Wire Inc. maintains control and ownership of any and all IP numbers and addresses that may be assigned to Customer, and The Wire Inc. reserves the right to change or remove, at The Wire Inc.’s sole discretion, any and all IP numbers and addresses.

11. INTELLECTUAL PROPERTY

a. Company Web Site. Customer must not, without The Wire Inc.’s express written consent, copy, reproduce, republish, or otherwise use any material, in whole or in part, that is located on the Web Site, including The Wire Inc.’s sales and marketing materials.

b. Trademark & Copyright Prohibition. Customer must not, without The Wire Inc.’s express written consent, use any of The Wire Inc.’s trademarks, service marks, copyrighted materials, or other intellectual property.

c. Misrepresentation. Customer must not, in any way, misrepresent Customer’s relationship with The Wire Inc., attempt to pass itself off as The Wire Inc., or claim that Customer is The Wire Inc..

12. CUSTOMER’S PRIVACY

Except as provided herein, The Wire Inc. will keep confidential Customer’s information or data collected as required by applicable laws. Customer understands, acknowledges, and agrees that under urgent or emergency circumstances, and/or as required by court order, official authority, police or other law enforcement authority, or any applicable law or regulation, The Wire Inc. may make available Customer’s information or data to the relevant third party. Customer further agrees that The Wire Inc. may disclose and share Customer’s information or data with The Wire Inc.’s parent companies, co-subsidiaries, and subsidiaries for internal purposes, including uses related to The Wire Inc. Services, improvements to The Wire Inc. Services, extending special offers to Customer, and referral commissions. Customer understands, acknowledges, and agrees that Customer’s administrative contact information in relation to Customer’s domain name registration is public information and The Wire Inc. is not, and will not, be obligated to safeguard such information and data from any third party.

13. ASSIGNMENT AND AGENTS

a. Assignment. The rights and liabilities of both Customer and The Wire Inc. (collectively “the Parties”) under the TOS will bind and inure to the benefit of the Parties’ respective successors, executors, and administrators, as the case may be. However, Customer may not assign or delegate Customer’s rights or obligations under the TOS, Order Form, or other agreement for The Wire Inc. Services executed between the Parties, either in whole or in part, without the prior written consent of The Wire Inc..

b. Bound as Principal. Customer agrees that Customer will always be bound as a principal to the TOS even if any contract or service agreement, including any Order Form for domain name registration or web hosting, is executed by an agent of Customer.

14. MINIMUM AGE REQUIREMENT

a. Customer’s Warranty. Customer represents and warrants that Customer is at least 18 years of age.

b. Parent or Guardian. Customer understands and acknowledges that any individual under the age of 18 years (“Minor”) must have a parent or guardian accept the TOS in order for the Minor to become a Customer.

c. Parent or Guardian Primarily Liable. A parent or guardian who accepts the TOS on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with the TOS, including the timely and full payment of the charges for The Wire Inc. Services.

d. Continuation of Parent or Guardian’s Liability. A parent or guardian who accepts the TOS on behalf of a Minor will continue to be primarily liable for the obligations mentioned in the TOS even when the Minor has attained the age of 18, unless the parent or guardian obtains The Wire Inc.’s express written consent to the contrary.

e. Invalid Acceptance (Null & Void). ANY ACCEPTANCE OF THE TOS BY AN INDIVIDUAL UNDER THE AGE OF 18 (MINOR) WILL BE DEEMED INVALID AND THE TOS WILL BE DEEMED NULL AND VOID AS BETWEEN THE WIRE INC. AND THE MINOR TO THE EXTENT THAT THE WIRE INC. WILL NOT BE HELD LIABLE IN ANY WAY AS A RESULT OF THE MINOR’S AGE OR LEGAL INCAPACITY OR THE MINOR’S USE OF THE WIRE INC. SERVICES.

15. GOVERNING LAW AND SEVERABILITY

Any agreement, including the TOS, Order Form, or other agreement for The Wire Inc. Services, between The Wire Inc. and Customer, will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws applicable therein without reference to its conflicts of laws principles. Customer agrees that any litigation or arbitration between Customer and The Wire Inc. will take place in Toronto, Ontario, and Customer consents to personal jurisdiction and venue in that jurisdiction. If any provision or portion of the agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of that agreement will continue in full force and effect.

16. FORCE MAJEURE

Customer understands, acknowledges, and agrees that The Wire Inc. will not be liable for delays in its performance of the TOS, Order Form, or other agreement for The Wire Inc. Services caused by circumstances beyond The Wire Inc.’s reasonable control, including acts of God, wars, insurrection, civil commotions, riots, national disasters, earthquakes, strikes, fires, floods, water damage, explosions, shortages of labor or materials, labor disputes, transportation problems, accidents, embargoes, or governmental restrictions (collectively “Force Majeure”). The Wire Inc. will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure. Notwithstanding anything contained elsewhere herein, lack of finances will not be considered an event of Force Majeure nor will any event of Force Majeure suspend any obligation of Customer for the payment of money due hereunder.

17. WAIVER, MODIFICATION, & AMENDMENT

Any waiver, modification, or amendment of any provision of the TOS, Order Form, or other agreement for The Wire Inc. Services, initiated by Customer, will be effective only if accepted in writing and signed by an authorized representative of The Wire Inc..

18. INDEPENDENT CONTRACTORS

Nothing in this Agreement will be construed as creating a partnership or relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other Party, except as may be expressly provided herein.

19. CONSTRUCTION & INTERPRETATION

Wherever in this TOS the masculine, feminine, or neuter gender is used, it will be construed as including all genders, and wherever the singular is used, it will be deemed to include the plural and vice versa, where the context so requires. The term “including,” wherever used in any provision of the TOS, means “including but without limiting the generality of any description preceding or succeeding such term.” The division of the TOS into sections/paragraphs, and the insertion of headings/captions, are for convenience of reference only and will not affect the construction or interpretation of the TOS. Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the construction or interpretation of the TOS.

20. COMPLETE AGREEMENT & EXCLUSIVITY

The TOS, in addition to the Order Form and any other specific agreement for The Wire Inc. Services between The Wire Inc. and Customer, and including the recitals contained in this TOS, constitute the complete understanding and agreement between Customer and The Wire Inc.. Except when expressly agreed to the contrary in signed writing by an authorized representative of The Wire Inc., the TOS supersedes any other written (including digitized/computerized) agreement, oral agreement, and/or agreement by conduct. This TOS, the Order Form, or any other specific agreement for The Wire Inc. Services between The Wire Inc. and Customer will each be exclusively between The Wire Inc. and Customer only and will not confer any rights in any third party except as otherwise expressly provided in the TOS.

21. INDEPENDENT LEGAL ADVICE

Customer represents and warrants that Customer has read this TOS thoroughly, has had sufficient opportunity to seek legal counsel or has waived such opportunity, and therefore clearly understands and agrees to all the terms and conditions contained in this TOS.

the-wire-w © 1994 - 2017      Terms of Service     Privacy Policy

Log in with your credentials

Forgot your details?