1. INTRODUCTION

   In this Service Agreement ("Agreement"), "you", "your" and like terms refer to the customer ("Customer") and "we", "us", "our", “registry”, “registrar”, “ClueNames.com” and like terms refer to (“ClueNames.com Inc.”) This Agreement explains our obligations to you, and your obligations to us in relation to your use of our service(s). By setting up an account on our website you have agreed to be bound by the terms of this Agreement, the terms of the Dispute Policy, Privacy Policy and other published guidelines that may be updated from time to time (together, the “Terms of Use”), all of which are incorporated herein and made a part of this Agreement by reference. Any acceptance of your application(s) for our service(s) is at our sole discretion and the performance of our services will occur at our offices in Toronto, Ontario, Canada.

2. SELECTION OF A KEYWORD

   By applying to register a keyword, you represent that you will not use the keyword(s) for any unlawful purpose and that, to the best of your knowledge and belief, neither the registration of the keyword(s) you select, nor the use you make of the keyword(s), will infringe the legal rights of others. We cannot and do not check to see whether a keyword registration or use of a keyword infringes on third party rights. It is your responsibility to investigate to see whether the keyword(s) you select or its use infringes the legal rights of others, and we suggest you seek the advice of competent legal counsel. You may wish to consider seeking one or more trademark registrations in connection with your keyword(s). You agree that we may suspend, cancel, modify, or transfer your keyword pursuant to any policy adopted by ClueNames.com, in order to; (i) correct mistakes made in the registration process; and (ii) resolve disputes concerning your keyword. We also may suspend, cancel, modify, or transfer your keyword(s) to comply with the order of a court or other tribunal. You should also be aware that if we are sued or threatened with lawsuit in connection with your keyword(s), we may turn to you to hold us harmless and indemnify us (See paragraph 5 below). You also agree that; (i) your selected keyword(s) must consist of a specific term(s); (ii) your keyword may not consist of generic, categorical, general or industry-related term(s); (iii) your keyword must link to a functioning site that you own or have express written permission to link the keyword to; and (iv) you must not mislead Internet users by assigning a keyword to sites which plainly contradict the expectation of the average reasonable Internet user in the country for which the keyword is requested.

3. ACCOUNT SETUP

   By registering a keyword(s) through selecting our services, you agree that you will setup and maintain a current and accurate account with us. When you use your account or permit someone else to use it to purchase or otherwise acquire access to additional ClueNames.com services or to cancel your keyword registration or ClueNames.com services (even if we were not notified of such authorization), this Agreement covers such actions. Failure to properly setup or provide accurate and timely information about your account may result in the cancellation of your account and any keyword(s) associated with that account.

4. ACCOUNT CANCELLATION

   You may cancel your account at any time on prior written notice by e-mail to ClueNames.com. In order to cancel your account, you agree that; (i) your account cancellation request requires confirmation from both you and us; (ii) you will provide us with notice by e-mail at: registrations@cluenames.com; (iii) notice of an account cancellation request received by us from you must originate from your authorized e-mail account as recorded in your account information on the date the account cancellation request is submitted to us, and must be confirmed from the same e-mail address prior to cancellation taking place; (iv) cancellation of your account will be effective on receipt of the account cancellation confirmation from you and processing by us; (v) any and all fees paid by you if you cancel your account with us are non-refundable, and no additional fees will be incurred on a cancelled account after receipt of the account cancellation confirmation from you; and (vi) cancellation of your account will also result in the cancellation of any and all registered keywords associated with the cancelled account. Cancelled keywords are immediately deactivated and released to the public for registration by any other party. In no event will we be liable for any loss of your keywords or any other damages resulting from an account cancellation notice, including a non-delivery or mis-delivery thereof or your lack of response to an account cancellation confirmation notice.

5. ACCOUNT TRANSFERS

   Accounts setup on ClueNames.com are non-transferable. You agree that; (i) Accounts will remain under the ownership of the entity which originally completed the account registration application; and (ii) Accounts whether having been used or not to register keyword(s) may not be re-sold, leased, rented or licensed to another party.

6. KEYWORD DISPUTES

   You agree that, if your keyword or your use of our keyword registration services is challenged by a third party, you will be subject to the provisions specified in our Dispute Policy in effect at the time of the dispute. You agree that in the event a keyword dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions set forth in this Agreement. If we receive notification that a complaint has been filed with a judicial or administrative body regarding your use of our keyword registration services, you agree not to make any changes to your account record without our prior approval. We may prohibit you from making changes to such account record until; (i) we are directed to do so by the judicial or administrative body; or (ii) we receive notification by you and the other party contesting your registration and use of our keyword registration services that the dispute has been settled. Furthermore, you agree that if you are subject to litigation regarding your keyword registration and use of our keyword registration service, we may deposit control of your keyword into the registry of the judicial body by supplying a party with a registrar certificate from us.

7. MANDATORY INFORMATION

   In order to use our service(s), you agree to provide us with the following mandatory personal contact information; (i) your full legal name; (ii) postal address; (iii) e-mail address; and (iv) voice telephone number(s). If an organization, association, or corporation, the name of an authorized person for contact purposes. Failure to provide any mandatory information or inaccurate mandatory information may result in the cancellation of your account and any keyword(s) associated with that account.

8. ACCURATE INFORMATION

   In order to use our service(s), you agree: (i) That all account information provided by you at the time you are setting up your account will be accurate, complete and current; and (ii) you will maintain and update this information as needed to keep it accurate, complete and current at all times. We rely on this information to send you important information regarding your account, renewal notices, and our services. Information in your account, which is found to be inaccurate, incomplete or not current, may result in the cancellation of your account and any keyword(s) associated with that account. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us on their behalf. When collecting information from a third party to use in setting up an account for use of our service(s), you agree to clearly disclose to the third party: (i) the purposes for which such third party's personal data has been collected; (ii) the intended recipients or categories of recipients of the third party's personal data; (iii) which parts of the third party's data are mandatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify any data collected concerning them. You further agree to provide such notice and obtain such consent with regard to any third party personal information you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals or for your providing outdated, incomplete or inaccurate information. Even if you intend to license the use of our keyword registration services to a third party, you will remain our customer and you are responsible for complying with all terms and conditions of this Agreement.

9. MODIFICATIONS TO YOUR ACCOUNT

   In order to change any of your account information with us, you must login with your UserName, and the Password. Once your account is opened, you agree that the safeguarding of your UserName and Password from any unauthorized use is your sole responsibility. In no event will ClueNames.com be held liable or responsible for any unauthorized use or misuse of your account, UserName or Password.

10. SECURITY

    Our services are provided through a web-based interface using secure socket layer (SSL) technology. This allows all transmissions to support 128-bit encryption and travel across a secure server. When you setup or modify an account or register a keyword with us through our web-based interface, you agree that you are responsible for ensuring your browser meets certain requirements. To find out what browser you are using and the features of that browser, click here.

11. SYSTEM PERFORMANCE

    In instances where various components of or all of our systems are performing substantially below standard capacity as a result of an extremely high volume of electronic traffic you agree that; (i) we in our sole and absolute discretion reserve the right to filter or block electronic messages originating from the identified sources of the high volume traffic; and (ii) we may selectively restore service after system performance returns to normal limits, provided that such restoration does not result in any adverse impact on the system.

12. PERSONAL INFORMATION PROTECTION

    ClueNames.com will take reasonable precautions to protect your personal information from loss, misuse, unauthorized access, disclosure, alteration or destruction. You agree that in no event will we be held liable or responsible for any unauthorized use, misuse, loss, alteration or destruction of your personal information or any part thereof.

13. FEES, PAYMENT AND TERM OF SERVICE

    In consideration for the services you have selected, you agree to pay ClueNames.com the applicable service(s) fees set forth on our Web site at the time of your selection, as may be amended from time to time. As the service you are paying for is a registration service, the fulfillment of this service is immediate upon purchase as such, all fees are due immediately and are non- refundable. Keyword activation will not occur until all fees have been received in full. ClueNames.com may avail itself all remedies available to collect any and all fees owed to it by customers. Unless otherwise specified, keyword registration service(s) are available in either, one, two, three, five, or ten-year terms, and renewable thereafter in either, one, two, three, five or ten-year terms.

14. KEYWORD RENEWALS

    Keyword renewals do not take place automatically, you are responsible for the renewal of your keyword(s). As consideration for the services you have selected, you agree to pay ClueNames.com for the renewal of your keyword(s) on the date of expiry of your keyword(s). Keyword(s) not paid for by the expiry date will result in the immediate deactivation of those keyword(s). Failure to renew your keyword(s) within sixty (60) days from the expiry date will result in the cancellation of those keyword(s) and their immediate release to the public for registration by any other party. Any renewal of your service(s) with us is subject to our then current terms and conditions and payment of all applicable service fees at the time of renewal and in the case of keyword registration, our acceptance of your keyword registration.

15. KEYWORD TRANSFERS

    Keyword records are non-transferable. You agree that; (i) keyword(s) will remain in the account under which they are originally registered, for a time of no less than the date of expiry of the keyword record; and (ii) individual or multiple keyword record(s) may not be re-sold, leased, rented or licensed to another party.

16. KEYWORD MODIFICATIONS

    You authorize us to notify you as our customer of the modification(s) to any keyword record(s) you may have. You will be notified by e- mail from us at: keywords@cluenames.com or by postal service to the then current address provided by you. You agree that in no event will we be liable for any loss resulting from a keyword record(s) modification notice non-delivery or mis-delivery, your lack of response to a modification notice, or any incorrect web address(es) to which your keyword directs Internet users, entered during the modification of your keyword record.

17. MODIFICATIONS TO AGREEMENT

    Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may, in our sole discretion: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. We will post a prominent notification of any such revision or change on our web site. Any such revision or change will be binding and effective immediately upon the earlier of (i) its posting or (ii) upon notification to you by e-mail or postal service to the then current address provided by you. You agree to periodically review our Web site, including the current version of this Agreement available on our Web site, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail at: registrations@cluenames.com or postal service addressed as follows, Attention: Customer Service, 725 King St. West, Suite 803, Toronto, ON, M5V 2W9. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are non-refundable, but you will not incur any additional fees. By continuing to use ClueNames.com services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of ClueNames.com is authorized to alter or amend the terms and conditions of this Agreement.

18. KEYWORD DISPUTE POLICY

    As trademark laws differ from country to country and in some countries from region to region, ClueNames.com is not responsible for determining your eligibility to register a keyword. If you have registered a keyword(s) through us, you agree to be bound by our current Keyword Dispute Policy that is incorporated herein and forms a part of this Agreement by reference (the "Dispute Policy"). The current version of the dispute policy may be found at: www.cluenames.com/disputepolicy.asp Please take the time to familiarize yourself with that policy.

19. KEYWORD DISPUTE POLICY MODIFICATIONS

    You agree that ClueNames.com, in its sole discretion, may modify its Dispute Policy. We will post a prominent notification of any such revision or change on our web site. You agree that, any such revision or change will be binding and effective immediately upon the earlier of; (i) its posting; or (ii) upon notification to you by e-mail or postal service to the then current address provided by you. By maintaining the registration of your keyword after modifications to the dispute policy become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement at any time by providing us with notice by e-mail at: registrations@cluenames.com or postal service addressed as follows, Attention: Customer Service, 725 King St. West Suite 803, Toronto, ON, M5V 2W9. Any fees paid by you if you terminate your Agreement with us are non-refundable.

20. RENEWAL NOTICES

    You authorize us to notify you as our customer of upcoming renewals for any keyword(s) you may have. You will be notified by e-mail from us at: registrations@cluenames.com or by postal service to the then current address provided by you. You agree that in no event will we be liable for any loss of your keyword(s) resulting from a renewal notice non-delivery or renewal notice mis-delivery; or your lack of response to our renewal notice.

21. NOTICES AND ANNOUNCEMENTS

    You authorize us to notify you as our customer of upcoming information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails and other notices describing changes, upgrades, new products and services or other information pertaining to Internet security or other relevant matters. If you do not wish to receive bulk email solicitation notices or announcements please send us an email at: remove@cluenames.com.

22. LIMITATION OF LIABILITY

    You agree that our entire liability, and your exclusive remedy, with respect to any ClueNames.com service(s) provided under this Agreement and/or for any breach of this Agreement is solely limited to the amount you paid for such service(s). ClueNames.com and its contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the ClueNames.com services or for the cost of procurement of substitute services. As some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to; (1) loss or liability resulting from access delays or access interruptions, including any filtered or blocked traffic pursuant to paragraph 10 hereunder; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your UserName and/or Password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this Agreement; (6) loss or liability relating to the deletion of or failure to store e-mail messages; (7) loss or liability resulting from the development or interruption of your Web site; (8) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your keyword record or your agents failure to pay any fees, including the initial keyword registration fee, or keyword renewal fee; or (9) loss or liability as a result of the application of our Keyword Dispute Policy.

23. INDEMNITY

    You agree to release, indemnify, and hold ClueNames.com, in our capacities as the registry and a registrar, and our contractors, agents, employees, officers, directors, shareholders, affiliates and assigns, harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising under this Agreement, the ClueNames.com services provided hereunder or your use of ClueNames.com services, including without limitation, infringement or dilution by you, or someone else using our service(s) from your computer, of any intellectual property or other proprietary right of any person or entity, or a violation of any of our operating rules or policies relating to the service(s) provided. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement.

24. BREACH

    You agree that your failure to abide by any provision of this Agreement, any ClueNames.com operating rule or policy, the Dispute Policy, or your willful provision of inaccurate or unreliable information as part of the application process, or your failure to update your information to keep it current, complete or accurate, or your failure to respond for over ten (10) calendar days to inquiries from us concerning the accuracy of the contact details associated with your keyword registration may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If within ten (10) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete the registration of your keyword(s) and/or terminate any other ClueNames.com service(s) you are using without further notice. We will not refund any fees paid by you if we terminate your Agreement due to your breach. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach, by you.

25. NO GUARANTY

    You agree that, by registration of your chosen keyword(s), such registration does not confer upon you any immunity from objection to either the registration or use of your keyword(s).

26. REPRESENTATIONS AND WARRANTIES

    You represent and warrant that: (i) the information that you, or your agent acting on your behalf, provide to us during the application process to register your keyword(s) or to apply for other ClueNames.com service(s) is, to the best of your knowledge and belief, accurate and complete, and that you covenant that any future changes to this information will be provided to us in a timely manner according to the modification procedures in place at that time, (ii) to the best of your knowledge and belief neither the registration of your keyword(s) nor the manner in which you intend to use such keyword(s) will directly or indirectly infringe the legal rights of a third party, (iii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, and (iv) you are of legal capacity to enter into this Agreement. You agree that your use of our service(s) is solely at your own risk. You agree that all of our services are provided on an "as is," and "as available" basis.

27. DISCLAIMER OF WARRANTIES

    WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR SERVICE(S) WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S). WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE USE OF OUR SERVICE(S) SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

28. REVOCATION

    You agree that we may terminate your contractual right to use our service(s) if the information that you are obligated to provide to register your keyword(s) or register for other ClueNames.com service(s), or that you subsequently modify, contains false or misleading information, or conceals or omits any information we would likely consider material to our decision to register your keyword(s) or to continue to provide you keyword registration services. Furthermore, you agree that we may suspend, cancel or transfer your keyword registration services in order to: (i) correct mistakes made by us or the registry in registering your chosen keyword(s), or (ii) to resolve a dispute under our Dispute Policy. We will not refund any fees paid by you if we terminate your services.

29. RIGHT OF REFUSAL

    We, in our sole discretion, reserve the right to refuse to register your chosen keyword(s) or register you for other ClueNames.com service(s), or to delete your keyword(s) within the first thirty (30) calendar days from receipt of your payment for such services. In the event we do not register your keyword(s) or register you for other ClueNames.com service(s), or we delete your keyword(s) or other ClueNames.com service(s) within such thirty (30) calendar day period, we agree to refund any applicable fee(s) you have paid. You agree that we shall not be liable to you for loss or damages that may result from our refusal to register, the deletion of your keyword(s) or refusal to register you for other ClueNames.com service(s).

30. SEVERABILITY

    You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

31. ENTIRETY

    You agree that this Agreement, the rules and policies published by us, the Dispute Policy and the Privacy Policy are the complete and exclusive agreement between you and us regarding our services. This Agreement, our rules and policies, the Dispute Policy and the Privacy Policy supersede all prior agreements and understandings, whether established by custom, practice, policy or precedent.

32. NON-ASSIGNMENT

    Your rights under this Agreement are not assignable. Any attempt by you to assign your rights shall render this Agreement voidable at our sole option. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, shall render this Agreement voidable at our option.

33. NON-WAIVER

    The failure of ClueNames.com to require performance by you of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by ClueNames.com of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

34. GOVERNING LAW

    You agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, excluding its conflict of laws rules. Except for disputes concerning or arising from your use of a keyword(s) registered with us, you and we each agree to submit to exclusive jurisdiction of the courts of the Province of Ontario.

35. MISCELLANEOUS

    In this Agreement the singular includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires. The capitalized headings in this Agreement are only for convenience of reference and do not form part of or affect the interpretation of this Agreement.

36. AGREEMENT TO BE BOUND

    By applying for ClueNames.com service(s) through our online application process or by using the service(s) provided by ClueNames.com under this Agreement, you acknowledge that you have read and agree to be bound by all of the terms and conditions of this Agreement and any pertinent rules or policies that are or may be published by ClueNames.com.

37. CURRENCY

    Unless otherwise specified herein, all references to currency are to US dollars.

If you have any questions regarding this Services Agreement, please contact policies@cluenames.com

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