Ladas Domains LLC d/b/a Principium Strategies Standard Terms & Conditions
These Standard Terms and Conditions ("Agreement") set forth the terms under which Ladas Domains LLC d/b/a Principium Strategies ("Principium Strategies" or “we” or "us") will provide the Services to customer ("Customer" or "You "). Any services offered in addition to the Services indicated herein may require additional terms and conditions as well as these Terms and Conditions.
1. Services. Principium Strategies, as an accredited registrar of generic Top-Level Domain Names .com, .net, .org, .biz, and .info and such other generic Top-Level Domain Names as may become available for registration by Principium Strategies from time to time ("gTLDs") and as a registrar of various country code Top-Level Domain Names ("ccTLDs"), agrees to provide domain name registration services, brand protection services, consulting services and other Internet services (the "Services") on the terms and conditions set forth herein. Principium Strategies is an accredited registrar with the Internet Corporation for Assigned Names and Numbers ("ICANN"). ICANN (www.icann.org) oversees the .com, .net, .org, .biz, and .info gTLDs as well as certain ccTLDs and certain other gTLDs that may be introduced from time to time. Principium Strategies accepts applications to register and renew domain names within certain gTLDs in both roman alphabet and non- roman alphabet character sets and may accept applications for other gTLDs that are made available from time to time. As an accredited domain name registrar, Principium Strategies is, upon accepting a domain name registration application from You, your sponsor for that application. All domain name registrations we register or renew are not effective until we have delivered the domain name registration information You provide Us to the appropriate registry administrator, as applicable, and the registry administrator puts into effect your domain name registration. For a list of registry administrators and for more information on TLDs, see http://www.icann.org/tlds/. Principium Strategies also registers, administers and renews various ccTLDs. The registry administrator varies by individual ccTLD and by gTLD. By agreeing to the terms and conditions set forth in this Agreement, You are also agreeing to be bound by the required rules and regulations set forth by these registry administrators for their respective registries.
You acknowledge and agree that Principium Strategies cannot guarantee that You will be able to register or renew a desired domain name, even if an inquiry indicates that domain name is available, since Principium Strategies cannot know with certainty whether or not an application for a domain name which You are seeking is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or related databases, including the WHOIS databases. Additionally, certain registry administrators process registrations manually and not in "real time," and therefore Principium Strategies cannot guarantee how long such registration or renewal will take. Therefore, You agree Principium Strategies is not liable or responsible to You or any third party in any way (a) if any domain names are indicated by Principium Strategies as available but are not successfully secured for You, or (b) for any errors, omissions or any other actions by any registry administrator arising out of or related to Your application for and registration of, renewal of, or failure to register or renew a particular domain name. You further agree, as required by ICANN, to indemnify, defend and hold harmless the registry administrator (including Verisign Inc., Neulevel, Inc., Public Interest Registry, Afilias Limited, and other registry operators listed at http://www.icann.org/registries/listing.html) and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or relating to, your domain name registrations. This indemnification obligation shall survive the termination or expiration of this Agreement.
NOT INCLUDED IN THE SERVICES: Without limitation, the following are not included in the Services: We cannot and do not check to see whether the domain name(s) you select, or the use you make of the domain name(s), or other of the Service(s), infringes legal rights of others. It is your responsibility to know whether or not the domain name(s) you select or use infringes legal rights of others. We might be ordered by a court or legal or administrative body to cancel, modify, or transfer your domain name; it is your responsibility to list accurate contact information in association with your account and to communicate with litigants, potential litigants, and governmental authorities. It is not our responsibility to forward court orders or other communications to you. We will comply with court orders unless you contact us to contest the order.
2. Fees and Payment Terms. As consideration for the Services, renewal of the Service(s), and, unless you decline it, automatic renewal of the Service(s), You agree to pay Principium Strategies the amounts set forth in the attached pricing schedule. Registration fees are due in advance and are payable by certified check, wire transfer or credit card, as selected by Principium Strategies in its sole discretion; provided however that, for those Customers who have been determined credit-worthy by Principium Strategies in its sole discretion, Principium Strategies will invoice Customer for the domain name registrations or renewals, which invoice shall be paid within forty-five (45) days of delivery to such Customer. As required by ICANN, your requested domain name will not be registered unless we receive actual payment, or reasonable assurance of payment, of the registration fee. For all Customers, in the event of a charge back by a credit card company (or similar action by another payment provider allowed by Us) or other non-payment by You in connection with your domain names, You acknowledge and agree that the registration for such domain name(s) shall be transferred to Principium Strategies as the entity that has paid the fee for such services, and that we reserve all rights regarding such domain name(s) including, without limitation, the right to make the domain name(s) available to other parties for purchase. We will reinstate any such service solely at our discretion, and subject to our receipt of the applicable unpaid fees and our then-current reinstatement fee, currently set at $160. Our current gTLD renewal fee per domain per year is $30. As required by ICANN, all registration and renewal fees are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled or transferred prior to the end of your then current registration term. Principium Strategies reserves the right to modify its fees upon sixty (60) days notice to Customer; provided, that, in the case of new fees due to new products and services, or revised fees due to changes in registry fees or other changes in registry or ICANN requirements, Principium Strategies may change such fees immediately and will use commercially reasonable efforts to advise You of such changes or new fees as soon as practicable following the effectiveness of such changes or new fees. At our option, we may require that you pay fees through a particular payment means (such as by credit card or by wire transfer) or that you change from one payment provider to another.
3. Renewals. The default renewal policy for all domains registered or administered by Principium Strategies is automatic renewal for all domain names set to expire ("Auto Renew”). Customer may then, on a domain-by-domain basis, override the default Renewal preference for any domain name via the Principium Strategies web portal, by fax to (312) 276-8366, or by email communication to email@example.com. Customer shall have until forty-five (45) days prior to the day on which a domain name registration is set to lapse to change its Renewal Preference. If Customer does not change the Renewal Preference for any domain name registration set to expire, then, on or about the scheduled expiration of that domain name, Principium Strategies shall automatically renew such domain name for a one year registration term (subject to Section 3.2 below). If Customer chooses to change its renewal preference so as to remove Auto Renew for any domain name registration set to expire, then, such domain name shall automatically expire on the scheduled expiration date for that domain name.
3a. If customer explicitly chooses to allow a domain's registration to lapse, we will send expiration notifications by way of email to the registered name holder 30 days, 10 days, and 2 days from expiration dates, and 3 days after the expiration date, per ICANN requirements.
3b. In the event any registry requires documentation to process a renewal or lapse ("Required Documentation"), Customer shall complete such Required Documentation as and when required. Where Customer fails to provide Required Documentation, Principium Strategies shall not be liable for failure to execute such renewal or lapse. Where Customer fails to provide Required Documentation in accordance with a lapse request and such domain name is renewed, Customer shall be responsible for any renewal fees associated with such domain name. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE FAILURE OF CUSTOMER TO (I) PROVIDE THE REQUIRED DOCUMENTATION, (II) ABIDE BY THE PROCEDURES SET FORTH IN THIS AGREEMENT OR (III) OTHERWISE KEEP CUSTOMER CONTACT INFORMATION UP TO DATE AND ACCURATE, MAY RESULT IN THE NON-RENEWAL OF CUSTOMER'S DOMAIN NAME AND Principium Strategies SHALL HAVE NO LIABILITY FOR SUCH NON-RENEWAL. In any event, the liability of Principium Strategies shall at no time exceed the amount specified in the Agreement.
3c. Customer acknowledges and agrees that certain domain name registries have minimum renewal terms in excess of one year, in which case Customer shall be responsible for the renewal fees associated with such minimum term upon renewal of the domain name. Please be aware that renewal fees will not be refunded, in whole or in part, in the event Customer elects to cancel or transfer a domain name registration.
4. Transfer of Registrar/Registrant. Principium Strategies will consider the entity named as the Registrant for a domain name at the time the controlling user name and password are secured as the registrant of that domain name. You agree that prior to the effectiveness of any transfer of registrar to Principium Strategies or transfer of registrant to another entity, You will pay Principium Strategies the then-current fee set forth by Principium Strategies for the transfer of registrar or registrant. You further agree that as a condition of any such transfer of registrant of your domain name, as required by ICANN, the entity to which You seek to transfer your domain name (the "Transferee") shall agree in writing to be bound by all terms and conditions of this Agreement. You agree that transfer of your domain name(s) services shall be governed by ICANN's transfer policy, available at http://www.icann.org/transfers/, as this policy may be modified from time to time. Without limitation, domain name services may not be transferred within 60 days of initial registration, within 60 days of a transfer, if there is a dispute regarding the identity of the domain name registrant, if you are bankrupt, or if you fail to pay fees when due. We will follow the procedures for both gaining and losing registrars as outlined in ICANN's transfer policies. Transfer requests typically take five business days to be processed. A transfer will not be processed if, during this time, the domain name registration services expire in which event you may need to reinstate the transfer request. You may be required to resubmit a transfer request if there is a communication failure or other problem at either our end or at the registry. AS A CONSEQUENCE, YOU ACKNOWLEDGE THAT YOU ASSUME ALL RISK FOR FAILURE OF A TRANSFER IF THE TRANSFER PROCESS IS INITIATED CLOSE TO THE END OF A REGISTRATION TERM.
ANY TRANSFER IN VIOLATION OF THIS SECTION WILL BE NULL AND VOID.
5. Transfers; Domain Locking Service. You agree that transfer of your domain name(s) services shall be governed by ICANN's transfer policy, available athttp://www.icann.org/transfers/, as this policy may be modified from time to time. Customer acknowledges that Principium Strategies by default will, where possible, "lock" all domain name registrations for which Customer is the registrant and Principium Strategies is the registrar. Subject to the terms hereof, when a domain name registration is "locked", it cannot be transferred from one registrar to another. You may request that any of the domain name registrations which are locked be "unlocked" or "relocked". If Customer elects to renew a domain name registration through Principium Strategies, Customer hereby authorizes Principium Strategies to unlock the domain name registration for a period of up to 72 hours, for the purposes of renewing the domain name registration. If Customer wishes to transfer a domain name registration to a third party, it understands and agrees that such transfer cannot be effected until such time as the Principium Strategies Administrator has received a Locking Service Request requesting the domain name registration to be unlocked and received confirmation that the domain name registration has been unlocked. If such domain name registration has been unlocked and the domain name has not been transferred within sixty (60) days after being unlocked, then Principium Strategies may, in its sole discretion, relock the domain name registration. If Customer is in breach of this Agreement, including without limitation, failing to make payment in accordance with the terms of this Agreement, Principium Strategies shall, subject to Section 18 (Breach and Revocation), have the right to unlock the domain name registration without notice to Customer and shall have no liability to Customer for having unlocked such domain name registration.
6. Dispute Policy. In the event of any dispute with respect to a .com, .net, .org, .info, or .biz domain name, You agree to be bound by the Uniform Domain Name Dispute Resolution Policy, which is available at http://www.icann.org/udrp/udrp-rules-24oct99.htm and http://www.icann.org/dndr/udrp/policy.htm (“Dispute Policy”), or any other dispute resolution policies, as required by ICANN regulations. The Dispute Policy is hereby incorporated and made part of this agreement by reference for all purposes. You agree that the UDRP may be changed by ICANN (or ICANN's successor) at any time. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the Dispute Policy in effect at the time your domain name registration is disputed by the third party. You also agree that, in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions of the UDRP. You also understand that it is important for you to regularly monitor email sent to the email address associated with your account and domain names because, among other reasons, if a dispute arises regarding Services provided to you, you may lose your rights to receive the Services if you do not respond expeditiously to an email sent in conjunction therewith. In the event of any dispute with respect to a domain name registered under any other top level domain (“TLD”), You agree to be bound by the dispute resolution policy set forth as a prerequisite for registration by the applicable domain name registry or other applicable regulation entered into on your behalf by Principium Strategies as a result of your request to register a domain name.
6a. Jurisdiction. For the adjudication of disputes concerning or arising from use of the Registered Domain Name, You agree to submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts of (1) your domicile and (2) of the location of Ladas Domains LLC d/b/a Principium Strategies.
7. Changes to Registration Agreement and Dispute Policy. You acknowledge that the domain name system and the practice of registering and administering domain names are evolving, and therefore You agree that Principium Strategies may modify this Agreement if necessary to comply with its ICANN Accreditation Agreement ("Accreditation Agreement"), and any other similar ICANN (or its successor) agreements, or the agreements of other registries or registrars that Principium Strategies is currently bound by or is bound by in the future. Principium Strategies will notify you in writing of such changes, pursuant to Section 25 (General). If, as a result of such a change, You no longer agree with the terms of this Agreement, You agree that your exclusive remedy is to transfer Your domain name registration services to another registrar or request Principium Strategies to cancel your domain name registration services. If You continue to use the Services following a change in this Agreement and/or the Services, Your continued use of the Services indicates Your consent to the changes. Any such revision or change will be binding and effective within 30 days of when the revised Agreement or change to the Service(s) is posted to the website of either the Primary or Backend Service Providers, or 15 days after you view the revised Agreement or 15 days after notification is sent to the e-mail address provided in association with your domain name registration. You agree to review this Agreement periodically to make yourself aware of any such revisions.
8. Principium Strategies Corporate Registration Portal. Upon the acceptance by an Authorized Signatory of Customer of this agreement, as well as the other terms and conditions of use, Principium Strategies shall make its domain name registration, management and renewal services for gTLDs and certain ccTLDs available to Customer on a password-protected, corporate registration portal which shall be created, hosted and maintained by Principium Strategies. Customer shall have access to the corporate registration portal and shall provide access only to those employees and representatives of Customer that are authorized by Customer as set forth below ("Authorized Users"). Customer shall designate a master user and Principium Strategies shall initially provide Customer with a master username and password. The master user, or another authorized signatory of the Customer, shall complete the initial log on to and set up of the corporate registration portal and shall agree, on behalf of the Customer, to be bound by these terms and conditions, as well as other conditions associated with the use of the corporate registration portal. Using the Manage Roles function of corporate registration portal, the master user will then have the ability to create and maintain a list of additional Authorized Users, each of whom will be assigned a different password and may be assigned different access levels. Only Authorized Users shall have access to the corporate registration portal. Customer shall be responsible for all access to the corporate registration portal by Customer's employees, agents, representatives, or any other parties, other than Principium Strategies, who are given access by Customer to the corporate registration portal and Customer shall be responsible for any actions taken by any of the foregoing on the corporate registration portal. Customer shall require that the Authorized Users not share passwords with any parties including other Authorized Users. All Registered Name Holders can access and, if necessary, modify data associated with registered domains in their respective accounts through the corporate registration portal. This Agreement shall govern the corporate registration portal services whether obtained through the corporate registration portal or directly through Principium Strategies.
9. Multi-Lingual Domain Names/International Domain Names. You agree that non-roman alphabet character set domain names and the encoding schemes, protocols and other technologies that enable multi-lingual domain names (MLDs) or international domain names (IDNs) to function on the Internet, are currently evolving. You acknowledge and agree that Principium Strategies cannot guarantee that its non-roman alphabet language registration service will be error-free, in that Principium Strategies cannot know with certainty whether or not the non-roman alphabet language domain name You are seeking to register or renew will be translated properly by the Internationalized Domain Name System. Furthermore, You acknowledge that Principium Strategies or the registry administrator may be required to suspend, modify or cancel your non-roman alphabet language registration in order to comply with ICANN or Internet Engineering Task Force (IETF) rules, regulations or standards, or rules or requirements of the registration administrator that apply to such registrations.
10. Domain Masking Service. Customer shall have the right to "mask" and "unmask" any of the .com, .net, .biz, .info and .org domain name registrations for which Customer is the registrant and Principium Strategies is the registrar. Subject to the terms hereof, when a domain name registration is "masked," Principium Strategies shall appear as the registrant in the WHOIS record. To unmask one of its domain names, Customer shall send an email requesting such unmasking to the Principium Strategies Administrator at firstname.lastname@example.org. When a domain name is "unmasked" by Principium Strategies at Customer's request, the domain name registration will be transferred to Customer and the WHOIS record will reflect Customer's WHOIS information. All masking and unmasking requests shall take approximately forty-eight hours to implement.
Customer acknowledges and agrees that Principium Strategies shall be the registrant of any domain name registrations during the period that such domain name registrations are masked hereunder. Except as specifically provided herein, Principium Strategies shall only perform such acts as registrant of the masked domain name registrations that are authorized by Customer and such authorization is verified by Principium Strategies. If Customer elects to renew a domain name registration through Principium Strategies, Principium Strategies shall have the right to unmask the domain name registration for a period of up to 10 business days for the purposes of enabling Customer to renew the domain name registration. If Customer wishes to transfer a domain name registration to a third party, Customer understands and agrees that such transfer cannot be effected until such time as the domain name registration is unmasked, at Customer's expense. Customer acknowledges that Principium Strategies may, upon two days prior notice to Customer by e-mail, unilaterally unmask a domain name registration to comply with Principium Strategies' third party obligations (including, without limitation, any ICANN obligations or requirements) or if Principium Strategies becomes aware of any disputes with respect to a domain name registration or its masking. Customer agrees to defend, indemnify and hold Principium Strategies harmless from and against any claims, actions, disputes, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the domain name registration and its masking. If Customer is in breach of the Agreement, including without limitation, failing to make payment in accordance with the terms of this Agreement, Principium Strategies shall have the right upon seven days prior notice to Customer by email to unmask the domain name registration and shall have no liability to Customer for having unmasked such domain name registration.
11. Hosting Services. Principium Strategies does not provide any hosting services, other than on nameservers for registration, "parking purposes" and web forwarding/redirection. Such parking and redirecting nameservers may be used by you without additional fees, but Principium Strategies makes no representations regarding their accessibility from various zones nor the percentage of their down time.
12. Audit Services. The gTLD Audit, ccTLD audit, Web Audit, and all other Brand Presence Audit services (the "Audit Services") are provided to You for information purposes only. The information provided to You may not be complete or exhaustive and should be relied upon at Your risk. Principium Strategies disclaims any warranties that the information provided to you is accurate, current, error-free, or complete. In addition, the results of the Audit Services do not constitute legal advice and should not be used as a substitute for legal or other professional advice.
13. Additional Terms New TLDs. You acknowledge and agree that ICANN or other registration authorities may approve and Principium Strategies may offer for registration new TLDs from time to time. You further acknowledge and agree that your registration of domain names in such new TLDs may require your agreement to additional terms and conditions mandated by the registry administrators or registrars for such new TLDs. By submitting an application to register a domain name registration in such new TLDs or instructing Principium Strategies to do so on your behalf, You hereby agree to the terms and conditions required by such registry administrator.
14. Local Presence Services. In some cases, You may not meet the requirements for domain name registration in a particular TLD. You agree that should You wish to have Principium Strategies assist you in meeting the applicable registration requirements, Principium Strategies may, at its discretion, register the domain name in the name of Principium Strategies, local counsel, or other local agent. In this event, You further agree to be bound by the terms and conditions set forth by the relevant registration authority or registrar, that Principium Strategies, local counsel, or other agent agree to on your behalf and to fully indemnify and hold harmless Principium Strategies, local counsel, or other local agent from any and all liability resulting from the registration of any domain name on Your behalf or the use of any domain name registered on Your behalf.
15. Domain Name Registration Information and Its Use. Information You Are Required to Submit. You hereby agree and acknowledge that, as part of the registration process and as required by ICANN, You are required to provide certain information and to update promptly this information as needed to keep it current, complete and accurate. You are required to provide to Principium Strategies accurate and reliable contact details and update them within seven (7) days of any change during the term of the registered domain name. The information You are obligated to provide and keep current in connection with the domain name You are registering will be set forth in the domain name registration application. You agree and acknowledge that when You renew your domain name registration, the type of information You are required to provide may have changed. If You do not wish to provide the new required information, your registration may not be renewed.
15a. Additional Information Maintained About Your Registration. In addition to the information You provide, we maintain records relating to your domain name registration, as required or permitted by ICANN. These records may include: (i) the original creation date of the registration; (ii) the submission date and time, and the contents, of the registration application (including any updates) to Us and by Us to the proper registry; (iii) communications (electronic or paper form) constituting registration orders, modifications, or terminations and related correspondence between You and Us; (iv) records of account for your domain name registration, including dates and amounts of all payments and refunds; (v) the IP addresses of the primary nameserver and any secondary nameservers for the domain name; (vi) the corresponding names of those nameservers; (vii) the name and postal address of the domain name holder; (viii) the name, postal address, e-mail address, voice telephone number, and where available, fax number for each of the technical contact, billing contact, administrative contact and zone contact for the domain name; (ix) the expiration date of the registration; (x) our name as registrar of the domain name; (xi) information regarding all other activity between You and Us regarding your domain name registration and related services; and (xii) other such information as required by ICANN or domain name registries . You agree that the type of information you are required to provide may change and you understand that, if you do not provide the newly required information, your registration or and/or other Service(s) may be suspended or terminated or may not be renewed. Not providing requested information may prevent you from obtaining all Service(s). You may provide information regarding the name-servers assigned to your domain name(s) and, if we are providing name-server services to you, the DNS settings for the domain name. If you do not provide complete name-server information, or if you purchase "Name Only" Services, you agree that we may supply this information (and point your domain name to a website of our choosing) until such time as you elect to supply the name-server information or until such time as you elect to upgrade from "Name Only" Services.
15b. Obligations Relating to Provided Data. In the event that, in registering the domain name, You are providing information about a third party, or license your domain name registration to a third party, You hereby represent that You have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) that You have obtained that third party's express consent to the disclosure and use of that party's information as set forth in this Agreement. You acknowledge that willfully providing inaccurate or unreliable information or willfully failing to update information within seven (7) days or failure to respond for over fifteen (15) calendar days to inquiries by Principium Strategies concerning the accuracy of contact details associated with your registration shall constitute a material breach of this Agreement and will be sufficient basis for suspension and/or cancellation of your domain name registration. The terms of this paragraph are required by ICANN.
15c. Disclosure and Use of Registration Information. You agree and acknowledge that Principium Strategies will make available domain name registration information You provide or that we otherwise maintain to ICANN, to the registry administrator(s), and to other third parties as ICANN and applicable laws may require. You further agree and acknowledge that Principium Strategies may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information You provide, for purposes of inspection (such as through our WHOIS service) and other purposes as required by ICANN and applicable laws. Additionally, You acknowledge that ICANN may establish guidelines, limits and/or requirements that relate to the amount and type of information that Principium Strategies may or must make available to the public or to private entities, and the manner in which such information is made available. We will not process data about any identified or identifiable natural person that we obtain from You in a way incompatible with the purposes and other limitations which we describe in this Agreement. Principium Strategies will take reasonable precautions to protect the information it obtains from You from our loss, misuse, unauthorized access, disclosure or use, or alteration or destruction of that information. Principium Strategies will have no liability to You or any third party to the extent such reasonable precautions are taken.
16. Ownership of Data. Principium Strategies agrees that we do not have any ownership interest in Customer's specific personal information outside of our rights in our customer database. Customer agrees and acknowledges that Principium Strategies owns all database, compilation, collective and similar rights, title and interests worldwide in our customer database, and all information and derivative works generated from the customer database. You further agree and acknowledge that we have a worldwide, non-exclusive, royalty-free right to use the following information for those registrations for which we are the registrar, including, without limitation: (a) the original creation date of the registration, (b) the expiration date of the registration, (c) the name, postal address, e-mail address, voice telephone number, and where available fax number of the technical contact, administrative contact, zone contact and billing contact for the domain name registration, (d) any remarks concerning the registered domain name that appear or should appear in the WHOIS or similar database, and (e) any other information we generate or obtain in connection with the provision of domain name registration services, other than the domain name being registered, the IP addresses of the primary nameserver and any secondary nameservers for the domain name, and the corresponding names of those nameservers.
17. Use of Marks and Ownership. Customer acknowledges that, as between Principium Strategies and Customer, Principium Strategies owns all right, title and interest in the Principium Strategies graphical logo and trademark(s), in all components of the Principium Strategies Web site(s), the Principium Strategies domain names and in all components of the Principium Strategies corporate registration portal.
18. Breach and Revocation. Principium Strategies reserves the right to suspend, cancel, transfer or modify any of the Services provided to Customer in the event (a) You materially breach this Agreement and do not cure such breach within twenty (20) days of notice by Principium Strategies, (b) You use your domain name in connection with unlawful activity, or (c) grounds arise for such suspension, cancellation, transfer or other modification as provided for in this Agreement. You further acknowledge and agree that your registration of a domain name is subject to suspension, cancellation or transfer by any ICANN procedure, by any registrar (including Principium Strategies) or registry administrator procedures not inconsistent with an ICANN-adopted policy, or by any other ccTLD registry administrator procedures as the case may be, (X) to correct mistakes by Principium Strategies, another registrar or the registry administrator in administering the name or (Y) for the resolution of disputes concerning the domain name. You also agree that Principium Strategies shall have the right to suspend, cancel, transfer or otherwise modify any of the Services hereunder at such time as Principium Strategies receives a properly authenticated order from a court of competent jurisdiction, or other administrative proceeding, requiring the suspension, cancellation transfer or modification such Services.
19. Agents and Licenses. You agree that, if You are registering a domain name for or on behalf of someone else, You represent that You have the authority to nonetheless bind that person as a principal to all terms and conditions provided herein, including the Dispute Policy. As required by ICANN, You agree that if You license the use of the domain name registered to You to a third party, You nonetheless remain the domain name holder of record, and remain responsible for all obligations under this Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both your own full contact information, and accurate technical, administrative, billing and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name and domain name registration. As further required by ICANN, You shall accept liability for harm caused by wrongful use of the domain name, unless You disclose within seven (7) days the identity of the licensee to a party providing You with reasonable evidence of actionable harm.
20. Representations and Warranties. Each party represents to the other party that it has the right to enter into this Agreement and that its entry into this Agreement will not violate its obligations to any third party. By applying to register a domain name, or by asking Us to maintain or renew a domain name registration, Customer hereby represents and warrants to Us that (a) the statements that You made in connection with such registration, maintenance, or renewal are complete and accurate; (b) to your knowledge, the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) You are not registering or using the domain name for an unlawful purpose or in violation of any applicable laws or regulations. You agree and acknowledge that it is your responsibility to determine whether your domain name registration infringes or violates someone else's rights, including, but not limited to, whether any foreign language translations of your domain name, either between roman-alphabet languages, between non-roman alphabet languages, or between roman-alphabet and non-roman alphabet languages, infringe or violate someone else's rights. You further represent and warrant that all information provided by You in connection with your domain name registration is accurate and current. EXCEPT AS SET FORTH HEREIN, ALL DOMAIN NAME REGISTRATION SERVICES ARE PROVIDED TO YOU "AS IS." Except for our statement regarding our accreditation as an ICANN-approved domain name registrar in the introductory paragraph of this Agreement, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ITS DOMAIN NAME REGISTRATION SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION TO THE FOREGOING, Principium Strategies MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE YOU EITHER FROM CHALLENGES TO YOUR DOMAIN NAME REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME REGISTERED TO YOU.
21. Indemnification and Settlement. Each party (the "indemnifying party") shall, at its own expense, indemnify, defend and hold the other party and its directors, officers, employees, representatives, subsidiaries and affiliates (the "indemnified party"), harmless against any third party claims, suits, actions or proceedings based on or arising from a breach of the indemnifying party's representations or warranties hereunder. Neither party shall, without written consent of the other party, settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against the indemnified party.
22. Limitation of Liability. YOU AGREE THAT Principium Strategies WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) SUSPENSION, LOSS, OR MODIFICATION OF THE SERVICES, INCLUDING WITHOUT LIMITATION, YOUR DOMAIN NAME REGISTRATION, (b) USE BY YOU OF THE SERVICES, (c) INTERRUPTION OF BUSINESS, (d) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) ACCESSED BY THE DOMAIN NAME REGISTERED IN YOUR NAME, (e) DATA NON DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, (f) EVENTS BEYOND Principium Strategies'S REASONABLE CONTROL, (g) THE PROCESSING OF YOUR DOMAIN NAME APPLICATION OR RENEWAL, THE TRANSFER OF THE DOMAIN NAME REGISTERED IN YOUR NAME TO Principium Strategies OR OTHER SERVICE APPLICATION, OR (h) APPLICATION OF ANY RELEVANT DISPUTE POLICY OR ANY OTHER ICANN (OR SIMILAR GOVERNMENTAL OR SUCCESSOR ORGANIZATION) ADOPTED POLICIES. Principium Strategies ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF Principium Strategies HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Principium Strategies'S MAXIMUM AGGREGATE LIABILITY EXCEED THE LESSER OF (I) ALL AMOUNTS PAID TO Principium Strategies UNDER THIS AGREEMENT AND (II) FIVE THOUSAND DOLLARS (US $5,000.00). BECAUSE 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 MAXIMUM EXTENT PERMITTED BY LAW.
24. Acceptance & Term. By using the Service(s), you accept and agree to all terms and conditions of this Agreement, the UDRP, and the rules, policies, or agreements published in association with specific of the Service(s) and/or which may be enforced by ICANN, the registries, and governments. The term of the Services provided hereunder shall commence upon Your acceptance of these terms and conditions as well as the other conditions of use on the Principium Strategies corporate registration portal or website and shall continue in effect until either party terminates the Services for any or no reason upon thirty (30) days written notice to the other party, provided, however, that in no event shall this agreement be terminated until such time as all Services provided hereunder have been cancelled or terminated.
25. Governing Law. Except as otherwise set forth in the Dispute Policy with respect to disputes, this Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Delaware.
26. Deletion Policy – After Expiration of the Term of a Domain Name
Registration: Immediately after the expiration of the term of domain name registration services and before deletion of the domain name in the applicable registry's database, you acknowledge that we may direct the domain name to name-servers and IP address(es) designated by us, including, without limitation, to no IP address, and you acknowledge that we may either leave your WHOIS information intact or that we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name.
26a. Reactivation Period Process. For a period of approximately 30 days after expiration of the term of domain name registration services, you acknowledge that we may provide a procedure by which expired domain name registration services may be renewed. You acknowledge and agree that we may, but are not obligated to, offer this process, called the "reactivation period." You acknowledge that you assume all risks and all consequences if you wait until close to or after the expiration of the original term of domain name registration services to attempt to renew the domain name registration services. You acknowledge that we, for any reason and in our sole discretion, may choose not to offer a reactivation period and that we shall not be liable therefor. You acknowledge that reactivation period renewal processes, if any, may involve additional fees which we may determine. You acknowledge and agree that we may make expired domain name services(s) available to third parties, that we may auction off the rights to expired domain name services (the auction beginning close to the end or after the end of the reactivation period), and/or that expired domain name registration services may be re-registered to any party at any time.
26b. After the reactivation period, you agree that we may either (i) discontinue the domain name registration services at any time thereafter, (ii) that we may pay the registry's registration fee or otherwise provide for the registration services to be continued, or, (iii) if we auctioned the domain name services to a third party, that we may transfer the domain name registration services to such third party.
26c. In the case of 26b(i), above, you acknowledge that certain registry administrators may provide procedures by which discontinued domain name registration services may nonetheless be renewed. You acknowledge and agree that we are obligated to participate in this process for all gTLDs for which we are an accredited registrar, typically called the "Redemption Grace Period" ("RGP"). RGP typically ends between 30 and 42 days after the end of the reactivation period of the domain name services, as the reactivation period applied to you. The typical RGP fee is $160 plus any registration fees. You agree that we will alert you that the domain name registration services are being discontinued.
26d. In the case of 26b(ii), above, you acknowledge that we will then set the DNS settings to point to no IP address, and you acknowledge that we will change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name. You acknowledge that we do not have to pay you any of the proceeds, if any, we may earn as a result. You agree that we are not obliged to contact you to alert you that the domain name registration services are being continued. In this case, the domain name will be designated as being in the extended redemption grace period ("ERGP"), and you will be allowed to assume, during the first 120 days of the then extant registration term, complete management of the domain name services, including the right to control the DNS settings, provided that you pay a fee of $160 (US dollars) plus any registration fees. After the end of the 120-day period, if you do not exercise your rights under this provision, you agree that you have abandoned the domain name services, and relinquish all rights and use of the domain name services.
26e. In the case of 26b(iii), above, the third party who won the auction for the domain name services will control the domain name services, including control over the WHOIS information and the DNS settings. You may recover the domain name registration services for a period of up to 42 days after the end of the reactivation period, as such reactivation period applied to you. You agree that we are not obliged to contact you to alert you that the domain name registration services are or were auctioned. You acknowledge that we do not have to pay you any of the proceeds, if any, we may earn as a result of such an auction. To exercise your rights to recover auctioned domain name services, you must contact us and provide us with a certified letter addressed to "Expiration Recovery" and including documents setting forth your identity and address, which identity and address must be the same as that of the registrant as it was listed in the WHOIS information for the domain name services prior to expiration, a copy of a commonly accepted (in the United States) picture ID (such as a drivers license or passport) which supports your identity and address claim, a front and back photocopy of your credit card and you must a statement authorizing payment of the reinstatement fee to such credit card, which is $160 plus any registration fees. In doing so, you must provide us with sufficient time to allow us to receive and evaluate your documents and to contact the auction winner prior to the end of 30 days after the end of the reactivation period of the domain name services.
27. Public Interest Commitment. You are prohibited from distributing malware, abusively operating botnets, phishing, piracy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting or otherwise engaging in activity contrary to applicable law, and providing (consistent with applicable law and any related procedures) consequences for such activities including suspension of your domain name(s).
28. General. Any notice required to be given hereunder shall be given in writing and delivered personally, sent by certified mail, return receipt requested, by email or by Federal Express or other recognized overnight delivery service. Notices shall be sent to Customer to the attention of the Contact Person and to the address listed in Customer's account information on the Principium Strategies corporate registration portal. Notices to Principium Strategies shall be sent to Ladas Domains LLC d/b/a Principium Strategies, 1040 Avenue of the Americas, New York, New York 10018 US, Attention: General Counsel, or at such other address as Ladas Domains may hereafter notify Customer of in such manner. Any notices sent by certified mail shall be deemed given on the day such notice is received. Neither party may assign this Agreement, or any of its rights, interests or obligations without the prior written approval of the other party, which approval shall not be unreasonably withheld, provided, however, that each party may assign all of its rights and obligations hereunder to an entity that agrees in writing to be bound to the terms of this Agreement in connection with a merger, acquisition or sale of all or substantially all of such party's assets. All of the terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of termination of this Agreement, all terms which by their nature should survive termination shall survive such termination including, but not limited to, Sections 1 (Services ), 15 (Domain Name Registration Information and Its Use), 16 (Ownership of Data), 21 (Indemnification and Settlement), 22 (Limitation of Liability), 25 (Governing Law) and 28 (General) herein. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The failure of either party to require performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. The terms and conditions of use that you agree to on the Principium Strategies corporate registration portal, this Agreement and the Dispute Policy, together with all modifications, as well as applicable ICANN requirements and policies, constitute the complete and exclusive agreement between You and Principium Strategies concerning your use of Principium Strategies' services, and supersede and govern all prior proposals, agreements, or other communications. In the event of any conflicts between the terms of this Agreement, the terms and conditions of use that you agree to on the Principium Strategies corporate registration portal, or the Dispute Policy, the controlling provision shall be determined according to the following order of descending priority: the Dispute Policy (with respect to disputes), the terms and conditions of use that you agree to on the Principium Strategies corporate registration portal, and this Agreement. This Agreement may not be amended or modified by You except by means of a written document signed by both You and an authorized representative of Principium Strategies.
INFORMATION FOR CALIFORNIA RESIDENTS: Under California Civil Code Section 1789.3, California residents are entitled to the following additional consumer rights information: Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.
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