Dispute Resolution Policy

ClueNames.com Inc.

You will require the Adobe Acrobat Reader

1. Purpose

   ClueNames.com Inc. (“ClueNames.com”) is a keyword registrar providing keyword registration services to the global Internet community directly or via an affiliated network of ClueNames Accredited Registrars (“CAR’s”) on a “first come, first served” basis. ClueNames.com does not determine the legality of your keyword registration. By applying to register a keyword, or by asking us to maintain or renew a keyword registration, you hereby represent and warrant to us, which representations and warranties we will reply upon, that:

   1. the statements that you made in your Account Application are true, complete and accurate;
   2. to your knowledge, the registration of the keyword will not infringe upon, interfere with or otherwise violate the rights of any third party;
   3. you are not registering the keyword for an unlawful purpose; and
   4. you will not knowingly use the keyword in violation of any applicable laws or regulations, and you acknowledge and understand that it is your responsibility to determine whether or not your keyword registration infringes or violates any other party’s rights.
   
   
2. Dispute Policy

   ClueNames.com will not resolve or act as an arbiter of disputes between you (sometimes hereinafter referred to as the “Applicant”) and third party complainants arising out of the registration or use of your keyword. Due to the possibility of trademark infringement, service mark infringement, trade name infringement, dilution, tortious interference with contract, unfair competition, defamation or injury to business reputation resulting from keyword registrations, this keyword dispute resolution policy (the "Policy"), which has been adopted by ClueNames.com and incorporated by reference into your Service Agreement [Please review the terms and conditions of your Service Agreement at http://www.cluenames.com/servicesagreement.asp], sets forth the terms and conditions which are to govern a dispute between you and any third party, other than ClueNames.com, over the registration and use of a keyword registered by you with us. This Policy does not obligate or confer any rights upon third party complainants. Proceedings under Paragraph 5 of this Policy will be conducted by the Arbitration and Mediation Institute of Canada, Inc. (the “Institute”), or by any one of its recognized affiliates, in accordance with the Institute’s “Rules of Procedure for the Commercial Arbitration” (the "Rules of Procedure”). For a detailed explanation of the Rules of Procedure, please review our web site at: http://www.cluenames.com/ADRrules.pdf.

   
   
3. Suspensions, Cancellations, Transfers, and Modifications

   ClueNames.com will suspend, cancel, transfer or otherwise modify keyword registrations under the following circumstances:

   1. subject to the provisions of Paragraph 10, our receipt of written or appropriate electronic instructions from you or your authorized agent to take such action;
   2. our receipt of an order from a court or administrative proceeding, in each case of competent jurisdiction, requiring such action; or
   3. our receipt of a decision of an arbitrator requiring such action in any arbitration proceeding to which you were a party and which was conducted under this Policy, as may be amended or supplemented from time to time. (See Paragraph 5 below.)

   We may also suspend, cancel, transfer or otherwise modify a keyword registration in accordance with the terms of your Service Agreement or other legal requirements.

   
   
4. Indemnity

   The Applicant agrees to release, indemnify, and hold ClueNames.com, and its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns, harmless from any loss, damages, costs and expenses, including reasonable lawyers' fees and expenses, awarded by a court of competent jurisdiction or arbitrator under this Policy, resulting from any claim, action, suit or demand arising out of or related to the registration or use of your keyword. Such claims shall include, without limitation, trademark or service mark infringement, trade name infringement, dilution, tortious interference with contract, unfair competition, defamation or injury to business reputation. Upon becoming aware of any such claim, action, suit or demand against the Applicant, the Applicant shall notify ClueNames.com of such claim, action, suit or demand within a reasonable period of time, but in no event later than four (4) business days thereafter.

   
   
5. Arbitration

   Any dispute between you and a third party complainant arising out of the registration or use of your keyword which cannot be resolved or settled between you and the third party, shall be settled and determined by binding arbitration in accordance with the Rules of Procedure and this Paragraph 5. The provisions of this paragraph shall be deemed to constitute a “submission” within the meaning of the Arbitrations Act (Ontario) (the “Act”) and the provisions of the Act, except to the extent that a contrary intention is expressed herein, shall apply to any arbitration hereunder. The Applicant or third party complainant may at any time give notice to the other and ClueNames.com of its intention to submit such dispute to arbitration stating with reasonable particularity the subject matter of such dispute. Within five (5) business days after receipt of such notice, the Applicant and third party (referred to together as the “Disputing Parties”) shall appoint a single arbitrator with appropriate experience to determine such dispute. If the Disputing Parties fail to appoint an arbitrator the Applicant or the third party may apply to a Judge of the Ontario Superior Court of Justice to appoint an arbitrator to determine such dispute. The arbitrator so appointed shall forthwith proceed to arbitrate the dispute. The costs of the arbitration shall be paid as determined by the arbitrator. Notwithstanding anything to the contrary contained in the Act, the award of the arbitrator shall be final and binding upon the Disputing Parties and all persons claiming through or under them and shall not be appealable to the courts. Judgment upon the award rendered by the arbitrator shall be delivered to ClueNames.com without delay and may be entered in any court having jurisdiction and thereupon execution or other legal process may issue thereon. The Disputing Parties and all persons claiming through or under them shall, prior to commencing the arbitration, each attorn to the jurisdiction of the arbitrator and to the jurisdiction of any court in which the judgment may be entered. Notwithstanding the foregoing, any such dispute arising between the Disputing Parties hereto may, prior to the commencement of the arbitration, be settled and determined instead by any other arbitration or mediation procedure or legal proceeding as the Disputing Parties may mutually agree in writing.

   1. Applicable Disputes. You are required to submit to binding arbitration in the event that a third party (a "complainant") asserts, in compliance with the Rules of Procedure, that:
      
      1. your keyword is identical or confusingly similar to a trademark or service mark in which the complainant has rights; and
      2. you have no rights or legitimate interests in respect of the keyword; and
      3. your keyword has been registered and is being used in bad faith.
      
      In arbitration proceedings hereunder, the complainant must prove that each of the above three elements are present.
      
      
   2. Registration and Use in Bad Faith. For the purposes of Paragraph 5(a)(iii), the following circumstances, in particular but without limitation, if found by the arbitrator to be present, shall be evidence of the registration and use of a keyword in bad faith:
      
      1. circumstances indicating that you have registered or you have acquired the keyword primarily for the purpose of selling, renting, or otherwise transferring the keyword registration to the complainant who is the owner of the trademark or service mark or to a competitor of that complainant, for valuable consideration in excess of your documented out-of-pocket costs directly related to the keyword; or
      2. you have registered the keyword in order to prevent the owner of the trademark or service mark from reflecting the mark in a corresponding keyword, provided that you have engaged in a pattern of such conduct; or
      3. you have registered the keyword primarily for the purpose of disrupting the business of a competitor; or
      4. by using the keyword, you have intentionally attempted to attract, for commercial gain, Internet users to your web site or other on-line location, by creating a likelihood of confusion with the complainant's mark as to the source of your web site or location or of a product or service on your web site or location.
      
      
   3. ClueNames.com’s Participation in Arbitration Proceedings. ClueNames.com does not, and will not, participate in the administration or conduct of any proceeding before the arbitrator. In addition, we will not be liable as a result of any decisions rendered by the arbitrator.
   4. Notice of Proceedings. In the event ClueNames.com is notified that arbitration or other legal or administrative proceedings have been commenced in respect of the Applicant’s keyword registration with ClueNames.com, ClueNames.com shall have the right to attach a notice to this effect to such keyword registration and to prohibit the Applicant from modifying its registration in any manner whatsoever during the course of any such proceedings.
   5. Remedies. Without prejudice to any determination in any other legal or administrative proceedings, the only remedies that may be awarded by the arbitrator pursuant to an arbitration conducted hereunder shall be limited to:
      
      1. suspension of the Applicant’s keyword registration for the duration of the arbitration proceedings,
      2. cancellation of your keyword registration,
      3. the transfer of your keyword registration to the third party complainant, or
      4. a modification, subject to the agreement of the Applicant and third party complainant, of the keyword registration.
      
      
   6. Notification and Publication. The arbitrator shall notify ClueNames.com of any decision made with respect to a dispute in connection with a keyword you have registered with us. All decisions under this Policy will be published in full over the Internet, except when the arbitrator has determined otherwise.
   7. Implementing Arbitrator’s Decision. The binding arbitration proceeding requirements set forth in this Paragraph 5 shall not prevent either you or any third party complainant from submitting the dispute to any other arbitration or mediation procedure or a court of competent jurisdiction for independent resolution before arbitration proceedings have commenced under this Policy. If the arbitrator decides that your keyword registration should be cancelled or transferred, we will wait ten (10) business days after we are informed of the arbitrator’s decision before implementing that decision. If during such ten (10) business day period, we receive a joint irrevocable notice, from the Applicant and the third party complainant, not to implement the arbitrator’s decision in respect of this matter, we will take no further action, until we receive (i) evidence satisfactory to us of a resolution between the Applicant and third party complainant; (ii) evidence satisfactory to us that other legal or administrative proceedings commenced by the Applicant or third party complainant, as the case may be, have been dismissed or withdrawn; (iii) a copy of an order from such other legal or administrative proceedings ordering that the you do not have the right to continue to use your keyword; or (iv) such other instructions as the Applicant and third party complainant may mutually agree in writing.
   
   
6. All Other Disputes and Litigation

   All other disputes between you and any third party complainant other than us regarding your keyword registration that are not brought pursuant to the arbitration provisions of Paragraph 5 shall be resolved between you and such third party complainant through any court, administrative or other proceeding that may be available.

   
   
7. Our Involvement in Disputes

   ClueNames.com will not participate in any way in any dispute between you and any third party complainant regarding the registration and use of your keyword. You shall not name us as a party or otherwise include us in any such other legal or administrative proceedings. In the event that we are named as a party in any such proceedings, we reserve the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend ourselves, including those specifically provided to us hereunder.

   
   
8. Bound to Implement Decisions

   ClueNames.com is bound to implement any order or decision of the arbitrator under this Policy or any order or decision of any other legal or administrative proceeding that is enforceable against us. The Applicant waives any right to pursue a claim or injunction against ClueNames.com arising out of or in connection with its implementation of any such order or decision.

   
   
9. Transfers of a Keyword to a New Holder

   You may not transfer your keyword registration to another holder or ClueNames Accredited Registrar (i) during a pending arbitration proceeding brought pursuant to Paragraph 5 hereunder; or (ii) during a pending court or administrative proceeding commenced regarding your keyword unless the party to whom the keyword registration is being transferred agrees, in writing, to be bound by the decision of the arbitrator, court or administrative panel. ClueNames.com reserves the right to cancel any transfer of your keyword registration to another holder or ClueNames Accredited Registrar that is made in violation of this subparagraph.

   
   
10. Policy Modifications

    ClueNames.com reserves the right to modify this Policy at any time and from time to time. All modifications will become effective no earlier than thirty (30) calendar days after being posted on our web site. In the event you object to any modifications made to this Policy, your sole remedy is to cancel your keyword registration with us, provided that you will not be entitled to a refund of any fees you have paid to us, and all accrued fees owing to the effective date of your cancellation shall be paid in full prior to processing any transfer of your keyword registration. The revised Policy will apply to you until you cancel your keyword registration.

If you have any questions regarding this Dispute Resolution Policy, the practices of this site, or your dealings with this site, please contact us at policies@cluenames.com