DOMAINERELITE.COM LICENSE AGREEMENT
IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS LICENSE AGREEMENT (“AGREEMENT” OR “LICENSE AGREEMENT”)
YOU MUST READ THIS LICENSE AGREEMENT BEFORE APPLYING FOR, ACCEPTING, OR USING ANY OF THE WEBSITE CONTENT, TEMPLATES AND/OR SERVICES OFFERED BY DOMAINERELITE.COM (HEREINAFTER COLLECTIVELY KNOWN AS “CONTENT”). IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE THE CONTENT OR THIS WEBSITE.
1. Who We Are.
“DomainerElite” is a trade name and service mark of Irtus Software, Inc., who owns and operates the website with the URL: www.domainerelite.com (“Website”).
The terms “we” and “us” refer to Irtus Software, Inc (“Irtus”). The terms “you” and “user” refer to all individuals and/or entities accessing this website for any reason.
3.1 Subject to the terms and conditions of this Agreement, Irtus grants to you a perpetual, nonexclusive, non-transferable, non-sublicenseable license to: perform, display and make derivative works of all of the elements of website(s) that we supply to you, including those elements that we licensed from third parties and that we are sublicensing to you, to the extent that you use these elements as part of the website that we are selling to you and that you do not move elements from one page to another. You may move this website to another host server (you shall be liable for the domain transfer fee) and you may re-arrange the pages and change the pages, but you may not move the elements we provide to you to a different page or to a different website or use them outside of the website which is the subject of this Agreement without Irtus’s prior express written consent. Your rights under this Agreement are non-exclusive. All rights not expressly granted herein are reserved by Irtus.
3.2 Subject to the terms and conditions of this Agreement, Irtus grants to you a perpetual, non-exclusive, non-transferable, non-sublicensable license to distribute, perform, display and make derivative works of all the e-books provided within the Content licensed to you by Irtus provided that such distribution is only done via the website(s) being licensed and that you abide by all the terms and conditions of this Agreement.
4. License Restrictions.
5. Domain Name Assignment.
In the event that you purchase a domain name from Irtus then Irtus does hereby assign all rights and interest in said domain to you.
You may assign this Agreement only if you are assigning the entire Content of an individual licensed product and only if the assignment is to a single individual or entity. You may only sell or assign the Content licensed one time. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors, and permitted assigns, in the event of such an assignment, the assignor shall remain fully liable and obligated in accordance with the terms of this Agreement. We reserve the right to assign this Agreement and our rights contained herein at our sole discretion.
7A. Price and Payment.
If you have not previously paid the license fee for the Content, then you must pay the license fee within the period indicated in the applicable invoice sent to you by Irtus.
Please see our Refund Policy for our refund terms.
8. Credit Card Charges.
If you pay by credit card, upon registration you do grant us permission to charge your credit card for the software. If payment cannot be charged to your credit card or such payment is returned to us for any reason, including chargebacks, we may either suspend or terminate your account and all services/licenses under this Agreement and you will personally owe us any unpaid balance.
9. Replacement, Modification and/or Upgrades.
We may, from time to time, and for a fee, replace, modify, or upgrade the Content. When accepted by you any such replacement, modification or upgrade to the Content will be considered part of the Content and subject to the terms of this Agreement (unless this Agreement is superseded by a further Agreement accompanying such replacement, modification or upgrade to the Content).
10. Modifications to Agreement.
Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that Irtus may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. Any such revision or change will be binding and effective thirty (30) days after posting of the revised Agreement or change to the service(s) on the Domainerelite.com website, or upon notification to you by e-mail. You agree to periodically review the Domainerelite.com website, including the current version of this Agreement available on the Domainerelite.com website, 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 notice to Irtus. Notice of your termination will be effective on receipt and processing by Irtus. Any fees paid by you if you terminate this Agreement are nonrefundable. By continuing to use Irtus’ services after any revision to this License Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. Irtus is 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 Irtus’ services; or in (ii) information posted on Irtus’ website of a general informational nature. No employee, contractor, agent or representative of Irtus is authorized to alter or amend the terms and conditions of this License Agreement.
11. Representation and Warranties
12. Age Restrictions.
You represent and warrant to Irtus that you are at least eighteen (18) years old and that you possess the legal right and ability to enter into this Agreement and to use the website and/or Content in accordance with this Agreement.
13. Ownership and Proprietary Rights.
Irtus will own all proprietary rights in the work Irtus provides, including but not limited to, the Content, it being understood that we repurpose many of the elements from other projects with the exception of works which we license from other sources and sublicense to you which may include stock graphics, clip art, stock video, stock sounds, stock photographs, and needledrop music.
14. Termination or Removal Without Cause.
We may terminate or suspend your use of our website and/or remove temporarily or permanently, any Content, including but not limited to any content you published on one of our websites, at any time without cause and without any liability to you except as provided in this section. If you have purchased a license for a website(s) and/or Content that we remove without cause, you may terminate your license by notifying us within thirty (30) days of such removal that you wish to terminate your license agreement and receive a sum equal to 50% of the sum you have paid if termination occurs within the first two years of service. If you do not terminate your license as provided above or the Agreement has been in effect for more than two years, you will not be entitled to any refund because we removed any of your websites and/or content without cause. For purposes of this Agreement the license is deemed to commence on the date you subscribe to our service.
15. Termination or Removal with Cause.
If you violate any of the terms and conditions of the license agreement, we may terminate or suspend your right to use our website and/or remove any or all of the websites you have licensed, including any and all licensed Content at any time without prior notice. If we terminate or suspend or remove your website(s)/Content on this basis, you will not be entitled to any refund of any sum you have paid us.
16. Copyrights, Privacy and Publicity Rights.
You represent and warrant to us that you have not and will not publish any content that infringes the copyrights, privacy or publicity of any person. You will further not permit that to be done with your password. You further represent and warrant to us that the addition of advertising to any of the websites and/or Content that we provide to you will not violate the copyrights, privacy or publicity rights of any person.
17. Disclaimer of Warranties.
EXCEPT AS EXPRESSLY SET FORTH HEREIN THE CONTENT AND/OR DOMAINS ARE BEING PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, IRTUS DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MECHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. IRTUS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF THE CONTENT. TO THE EXTENT THAT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN REPRESENTATIONS, WARRANTIES OR GUARANTEES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
18. Limitation of Liability.
YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE, THE CONTENT PROVIDED, AND ANY INFORMATION CONTAINED WITHIN THIS SITE. UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF WE OR ANY OF OUR EMPLOYEES OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY IN ANY EVENT IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID FOR USE OF THE SITE AND YOU HEREBY RELEASE US AND OUR EMPLOYEES AND REPRSENTATIVES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.
You acknowledge that we have not reviewed the content of all sites linked to and from our website and that we are not responsible for the content of any of those sites and do not take responsibility for or endorse them.
You agree to indemnify and hold us, and our directors, officers, employees and representatives, harmless from any and all losses (including, but not limited to, attorney fees) resulting from any claims that you assert, or may assert, based on or relating to your use, or the use of any individual using your password, of this website and the Content. You further agree to indemnify and hold us, and our directors, officers, employees and representatives, harmless from any and all losses resulting from claims of third parties, including, but not limited to, attorney fees, that result in whole or in part from violations by you, or any individual using your password and/or the Content provided to you pursuant to this Agreement, or any of the terms of this Agreement.
21. Compliance with Law.
In using the Content and domain names provided by Domainerelite.com you agree that you will comply with all applicable laws. We strongly recommend that you add a “copyright policy” and file the necessary form in the U.S. Copyright Office to avoid liability for any copyright infringement of your Subscribers in accordance with the terms of the Digital Millennium Copyright Act, 17. U.S.C. §512, et. Seq. and http://www.copyright.gov/onlinesp/. If you expect that children under 13 will visit your site and provide personal information, then you will also be required to comply with the Children’s Online Privacy Protection Act of 1998, 15 U.S.C. § 6501, et. seq.
22. Governing Law and Jurisdiction.
22.1 Governing Law. The Parties agree that this contract is made and performed in Vancouver, British Columbia, Canada. This License Agreement shall be governed by the laws of the Province of British Columbia, without reference to conflict of law principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License Agreement.
22.2 Dispute Resolution. To the extent permitted by law, before You may invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this License Agreement, You shall notify Irtus, and any other party to the dispute for the purpose of seeking dispute resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following:
(i) When each party to the dispute is a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All suits to enforce any provision of this License Agreement or arising in connection with this License Agreement shall be brought in the British Columbia Canada District Court. The parties agree that such courts shall have exclusive in personam jurisdiction and venue and the parties submit to the exclusive in personam jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this License Agreement.
(ii) Where one or more parties to the dispute is not a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All disputes arising in connection with this License Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) as modified as necessary to reflect the provisions herein by one or more arbitrators. The place of arbitration shall be Vancouver, British Columbia, Canada, and the proceedings shall be conducted in English. In cases involving a single arbiter, that single arbiter shall be appointed by mutual agreement of the parties. If the parties fail to agree to an arbiter within fifteen (15) days, the ICC shall choose an arbiter knowledgeable in internet law, information security and intellectual property law or otherwise having special qualifications in the field, such as a lawyer, academic or judge in common law jurisdiction. Nothing in this License Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of this dispute as is necessary to protect either party’s name, proprietary information, trade secret, know-how or any other intellectual property rights.
23. Force Majeure.
Except for the obligation to make payments and indemnity hereunder, all other obligations under this Agreement shall be suspended for so long as any party hereto is prevented from complying with the provisions hereof by acts of God, the elements, riots, war, acts of federal, state, or local governments, agencies or courts, strikes, lock-outs, damage to, or destruction of, or unavoidable shut-down of necessary facilities, or other matters beyond their reasonable control (specifically excluding, however, matters of mere financial exigency); provided, however, that any party so prevented from complying with its obligations hereunder shall promptly notify the other party thereof, and shall exercise all due diligence to remove and overcome the cause of such inability to comply as soon as practicable.
24. Web Hosting.
25. Bandwidth Usage.
If you are using a hosting service provided by Irtus and your domain exceeds eighty thousand (10,000) visitors in a given month you agree to pay fifty ($0.50 USD) cents per each additional gigabyte of bandwidth used in said month in excess of ninety (90) gigabytes upon receipt of an invoice from Irtus. Irtus reserves the right to change the rates as set above upon sixty (60) days notice.
Except as otherwise set forth herein, your rights under this License Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this License Agreement, whether by attachment, levy, garnishment or otherwise, renders this License Agreement voidable at Irtus’ option.
You will make all notices, demands or requests to Irtus with respect to this License Agreement in writing to Irtus.
The ownership and proprietary rights provisions set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement and any obligations hereunder for any reason. This License Agreement shall be applicable for as long as the license remains valid and you have not breached any provision of this License Agreement.
The unenforceability or invalidity of any term, provision, section or subsections of this Agreement shall not affect the validity or enforceability of any remaining terms, provisions, sections or subsections of this Agreement, but such remaining terms, provisions, sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties hereto.
The fact of authorship by or at the behest of a party shall not affect the construction or interpretation of this Agreement.
You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, any commodity, including the Content provided hereunder, to any country in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, but is not limited to, the export regulations of the Canada. Specifically, you shall not download or otherwise export or re-export the Content to (i) a national or resident of) Cuba, Iran, Iraq, Libya, Sudan, North Korea, Syria, or Taliban controlled areas of Afghanistan or any other country where such use is prohibited under Canadian export regulations, or (ii) to anyone on the Canada’s Treasury Department’s list of Specially Designated Nationals or the Canada’s Commerce Department’s Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. IRTUS MAY BE REQUIRED BY LAW TO REPORT TO THE CANADIAN GOVERNMENT YOUR COMPANY NAME AND ADDRESS IF YOU ARE A CANADIAN OR NON-UNITED STATES ENTITY OR INDIVIDUAL PURCHASING THE LICENSE.
32. Termination for Default.
Either party may terminate that party’s obligations hereunder in the event the other party materially breaches any term or condition of this Agreement and such breach is not cured within five (5) days written notice, if involving an obligation to pay a sum of money, or thirty (30) days of written notice, for any other breach, to the party in breach. In such event, the terminating party shall be entitled to take those actions permitted by law for material breach subject to the limitations contained herein.
No amendment or other change of this Agreement shall be effective unless and until set forth in writing and agreed to on behalf of the parties except as otherwise provided in “9” and “10” above.
34. Entire Agreement
This Agreement embodies the entire agreement and understanding of the parties and supersedes all prior agreements, representations and understandings between the parties hereto relating to the subject matter hereof.
BY CONTINUING ON THIS WEBSITE YOU EXPLICITLY AGREEING AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS ABOVE.
IF YOU REJECT THE ABOVE TERMS YOU WILL BE DENIED ACCESS TO THE WEBSITE, CONTENT, AND SERVICES THAT WE ARE OFFERING YOU. YOU MUST LEAVE THIS WEBSITE IMMEDIATELY.
Irtus Software, Inc
PO BOX 4084, Monroe CT 06468