Dotcity Lp Domain Lease Draft Agreement

DOMAINS LEASING AND RE-SELLING. dotcity

ONLINE HUB FOR UNIQUE .CITY DOMAINS REGISTRATION OWNERS AND

PRESTIGOUSE ONLINE PRESENCE SEEKERS

DOTC

ITY

LP

.CITYNAME.CITY DOMAIN LEASE AGREEMENT


DOTCITY LP, 45B WEST WILMOT STREET, SUITE 202 RICHMOND HILL. ON L4B 2P3, CANADAT: +1 416 321 0796 E: [email protected] W: www.dotcity.city

This is a Draft Agreement

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DOMAIN NAME LEASE AGREEMENT

FOR

[ ].city

Dated: [ ], 2015

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Domain Name Lease Agreement

This Domain Name Lease Agreement (the Agreement) is entered into and effective as of ______________, 2015 (the Effective Date), by and between DOTCITY LP, with its principal place of business located at 45B West Wilmot Street, Suite 202 Richmond Hill, Ontario L4B 2P3 Canada (Lessor) and ___________________, [a corporation under the laws of] _________________________with its principal place of business at ________________________ (Lessee).

RECITALS WHEREAS, Lessor owns the registration to the domain name _____________.city (the Domain Name); AND WHEREAS, the Lessee wishes to lease the Domain Name from the Lessor for the primary purpose of creating and operating a lawful website that is operated consistent with all applicable local, national and/or international laws, and that is subject to all terms and conditions of this Agreement; NOW THEREFORE, in consideration of the representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto hereby agree as follows:

AGREEMENT 1. LEASE:

1.1 Lessor is the owner and registrant of the Domain Name and has sole rights to lease the

Domain Name to the Lessee as provided for in this Agreement (hereinafter the Agreement, or Lease).

1.2 Lessee has all necessary authority and right to enter into this Agreement and perform Lessees obligations hereunder, and in particular, to lease the Domain Name from Lessor as provided in this Agreement.

1.3 Lessee hereby agrees to lease the Domain Name from the Lessor and Lessor hereby

agrees to lease the Domain Name to Lessee on the terms and conditions set out herein. 2. OWNERSHIP OF DOMAIN NAME:

2.1 Lessee acknowledges that Lessor shall retains full title to the Domain Name notwithstanding the Lease of the same to the Lessee, which rights shall be subject only to the limited license to use the Domain Name provided to Lessee in accordance with the terms of this Lease.

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2.2 The Domain Name shall remain registered to the Lessor throughout the Term of this Lease. 3. CREATION OF OTHER WEBSITES BY LESSOR: This Agreement does not limit the Lessors ability to create and/or operate a web site using domain name similar to the Domain Name during and after the Term of this Agreement or to offer services competitive with those which may be offered by the Lessee through the Domain Name both during and after the Term of this Agreement. 4. USE OF DOMAIN NAME: 4.1 Subject to all the terms and conditions of this Agreement, Lessee agrees that it may use

the Domain Name for any lawful purpose. 4.2 All costs of any kind associated with Lessees development and use of the Domain Name

shall be borne exclusively by Lessee, with the sole exception that during the term of the Lease, Lessor shall bear the cost and responsibility to maintain registration of the Domain Name.

4.3 Lessee shall be solely responsible for the costs, acquisition or creation, use or monitoring

of all hosting or other services necessary for the use of the Domain Name or related to any Content, information, goods or services directly or indirectly made available (whether by Lessee or others) on or through any webpage accessed using the Domain Name, including, without limitation, any errors, omissions and/or inaccuracies in the transmission, goods or services, payments, data protection, or other obligations due in connection with the use or operation of any such website.

4.4 Lessee represents and warrants that it holds a license to use and sublicense, or has all

required permissions or consents, to use any and all preexisting development tools, routines, subroutines and other programs, data and materials that Lessee may include in the Website developed during the term of this Agreement. This material shall be referred to hereafter as Background Technology. Lessor agrees that Lessee shall retain any and all rights Lessee may have in the Background Technology.

4.5 Lessee represents and warrants that the Website and Background Technology used in the

Website shall not infringe on the trademark, copyright, patent, trade secrets or any other rights of any third party. To the extent the Website or Background Technology used in the Website infringe upon the rights of any third party, Lessee shall, at its own expense, obtain a license or consent from such third party permitting the use of the Website and Background Technology.

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5. NO RIGHT TO PURCHASE DOMAIN NAME:

5.1 Lessee acknowledges that no option or representation, either express or implied, written or oral, has been made by or on behalf of the Lessor to the Lessee that the Domain Name may be purchased from the Lessor by the Lessee or by any nominee of the Lessee at any time.

6. LEASE FEES: In consideration for the lease granted above:

Lease Fees

6.1 Lessee shall make scheduled payments to Lessor (the Lease Fees), as set out in Schedule A of this Agreement via wire transfer to coordinates to be provided by Lessor, within forty-eight (48) hours after the end of each elapsed month of the duration of the Term, The Lease Fees are to be paid in accordance with all of the terms of this Agreement without deduction or offset of any nature, unless both Parties expressly agree to and state otherwise in Schedule A.

6.2 Except as may be otherwise agreed to in writing, each of Lessor and Lessee shall be

responsible for payment of their own professional fees, costs and expenses and/or governmental charges of any nature incurred in connection with this Agreement, including, without limitation, the charges of their respective counsel, accountants, appraisers, advisors, administrators and finders, if any, and the payment of any applicable taxes.

6.3 Lessee shall be exclusively responsible for identifying, calculating, and remitting any

applicable taxes on the Initial Payment and/or Lease Fees and shall indemnify and hold harmless Lessor from and against same. All payments to be made under this Agreement shall be made without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Lessee is compelled to make any such deduction, it will pay to the Lessor such additional amounts as are necessary to ensure receipt by the Lessor of the full amount which Lessor would have received but for the deduction.

7. REGISTRATION and DNS SETTINGS: 7.1 Lessor will remain the recorded registrant of the Domain Name in the Whois database

for the duration of the Term, unless Lessor, at its option and in its sole unfettered discretion, decides to utilize a privacy protection service for the Domain Name registration, and in such event the privacy protection service shall be recorded in the publically available Whois details.

7.2 The Lessee shall have the right to associate a website with the Domain Name, via the

DNS settings through the Term of this Agreement, provided that Lessee is not in default of the provisions of this Agreement.

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7.3 Within twenty-four (24) hours of the Lessors receipt of the Initial Payment, the Lessor shall set the DNS and/or mail server settings associated with the Domain Name as directed by the Lessee in writing (collectively referred to herein as the DNS Settings).

7.4 Furthermore, during the pendency of this Agreement and while Lessee is not in default, the Lessor shall change the DNS Settings as directed by Lessee from time to time. The Lessor shall use best efforts to change DNS Settings as directed by the Lessee from time to time, as soon as reasonably possible in the circumstances.

8. THIRD PARTY DOMAIN NAME RELATED PROCEEDINGS: 8.1 The parties hereto agree to provide written and detailed notice to the other party forthwith

after becoming aware of any dispute relating to the Domain Name or in connection with any website or other service related to the Domain Name.

8.2 In the event that any dispute relating to the Domain Name or relating to the Lessees use

of the Domain Name during the Term is brought against Lessee or Lessor, Lessor shall have the right (but not the obligation) to control the defense of such dispute. Lessee shall fully cooperate at its own expense and coordinate its efforts with Lessor in connection with any such legal or administrative proceedings.

8.3 In the event that such third party dispute has arisen in whole or in part as a result of the

acts or omissions of Lessee, Lessee shall fully indemnify and hold harmless Lessor in connection with all damages, fees, costs, and expenses of any kind associated with Lessors defense of the Domain Name, and Lessee shall also remain liable for the Damages Fee (as defined below), if applicable.

8.4 In the event Lessor does not elect to control the defense, Lessee shall diligently do so

using competent legal counsel approved by Lessor; provided that Lessee shall not settle or otherwise resolve any such dispute without the written consent of Lessor and Lessee shall indemnify and hold harmless Lessor in connection with all damages, fees, costs, and expenses of any kind, and shall remain liable for the Damages Fee if applicable.

8.5 In the event that a UDRP-type administrative proceeding is threatened or commenced in

connection with the Domain Name during the Term or in connection with the Lessees use of the Domain Name during the Term, the Lessor shall have the right, at its sole cost and expense, to commence court proceedings, either before, during, or after such UDRP proceeding, in order to secure the rights to the Domain Name on behalf of the Lessor, as against the party that commenced the UDRP-type proceeding, and the Lessee shall fully cooperate in such court proceeding. In the event the UDRP-proceeding has arisen in whole or in part as a result of the acts or omissions of Lessee, Lessee shall fully indemnify and hold harmless Lessor in connection with all damages, fees, costs, and expenses of any kind associated with Lessors defense of the Domain Name, and Lessee shall also remain liable for the Damages Fee (as defined below), if applicable.

8.6 In the event that the Domain Name is transferred pursuant to or as a result of a legal or

administrative proceeding because of Lessees breach of this Agreement or because of its unlawful actions or omissions during the Term of the Lease, including but not limited to, the unauthorized use or display of third-party trademarks, copyright or other intellectual property, on a website used in connection with the Domain Name, Lessee

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shall be obligated to pay Lessor the sum of USD/CND____________________________ as liquidated damages (the Damages Fee) plus any reasonable legal fees and costs incurred by Lessor.

8.7 In the event that a third party obtains the transfer of the Domain Name during the Term,

either as a result of a UDRP or court proceeding, and neither the Lessor, or Lessee pursuant to its subrogated interest, wish to appeal, or all avenues for appeal have been exhausted, the Agreement will be terminated and no damages or other costs of any kind shall be borne by the Lessor.

8.8 In the event of any dispute between the parties hereto in respect of any apportionment or

liability for loss of the Domain Name or loss of use of the Domain Name, the parties may resort to court proceedings for determination of this issue, subject to the other provisions contained in this Agreement with respect to same.

8.9 Lessee warrants and agrees that it will at all times, and at its sole cost, fully and openly

cooperate with Lessor in connection with the investigation and/or defense of any claim or dispute regarding the Domain Name, including, without limitation, providing documentation and other evidence (including declarations) regarding such claim or dispute, including Lessees use and knowledge.

9. TERM: 9.1 The Term of the lease shall be for the period set out in Schedule A, and will commence

on the date first written above (the Effective Date). 9.2 Any agreed option for the Lessee to renew or extend the Term shall be set out in Schedule

A. 9.3 Either party may terminate this Agreement if the other party materially breaches any

provision of this Agreement and fails to cure such breach within ten (10) days after written notification thereof. In the event one party materially breaches the provisions of this Agreement on three (3) or more occasions during the Term where written notice hereunder was provided, the other party may terminate this Agreement without penalty, regardless of whether the offending party successfully cured any and/or all previous breach, by providing ten (10) days written notice subsequent to the fourth consecutive breach.

9.4 Upon any expiration or termination of this Agreement, all rights, licenses and obligations

of the parties hereunder shall cease, except that; (a) all obligations that accrued prior to the effective date of termination and remedies for breach of this Agreement shall survive; and (b) Sections 8.1, 8.2, 8.3,8.4, 8.5, 8.6, 8.6, 8.8, 8.9, 9.4, 9.6, 10. 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 12, and 21 and any accrued rights to payment shall survive termination or expiration of this Agreement,

9.5 At Lessors discretion Lessor may immediately upon notice to Lessee, suspend or

terminate; (i) this Agreement; or (ii) Lessees use of the Domain Name, if any Content (as defined in Section 11.3) breaches any covenant, representation or warranty set out in Section 11.3,

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9.6 Failure to pay: If Lessee fails to make the payment as required under this Agreement, subject to any available curative periods, the Lessor may disable or change the DNS associated with the Domain Name and may further terminate this Agreement. Upon lawful termination of this Agreement as a result of non-payment, subject to the curative provisions, Lessee hereby irrevocably and unconditionally agrees that in any such event Lessor shall be entitled without cost, charge or liability of any kind, to mitigate any damages that it may have by offering for sale, sell or lease the Domain Name to any other person. Upon Lessor terminating this Agreement due to Lessees failure to pay, the Lessee hereby irrevocably and unconditionally agrees that Lessee forfeits any and all Lease Fee amounts, Security deposit paid to the Lessor.

9.7 There are no early termination provisions of this Agreement unless expressly set out at

Schedule 1. 10. CONFIDENTIALITY: During the Term, each party (the Disclosing Party) may

provide to the other party (the Receiving Party) certain information which is confidential and proprietary to the Disclosing Party (Confidential Information). The terms of this Agreement and all Exhibits hereto shall be deemed Confidential Information. During the term of this Agreement and at all times thereafter, (a) the Receiving Party shall hold all Confidential Information in strict confidence, and shall not disclose any Confidential Information to any third party except to its employees with a need to know such Confidential Information and who are bound by obligations of confidentiality at least as strict as those contained herein, and (b) the Receiving Party shall not use any Confidential information except as necessary to perform its obligations hereunder. The Receiving Party shall be responsible for any breach of this Section 10 by its employees, agents and representatives. The foregoing obligations of confidentiality shall not apply to any information that the Receiving Party can document is or becomes readily publicly available without restriction through no fault of the Receiving Party. Upon expiration or termination of this Agreement and at the Disclosing Partys request at any other time, the Receiving Party will promptly return to the Disclosing Party all Confidential Information including materials and copies containing or embodying Confidential Information. The Receiving Party acknowledges and agrees that in the event of any breach or threatened breach of this Section 10, the Disclosing Party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the Disclosing Party shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety, in addition to any other remedy that the Disclosing Party may have at law or in equity.

11. OTHER REPRESENTATIONS and WARRANTIES. 11.1 Lessor represents and warrants to and for the benefit of Lessee that: (a) the Domain Name is registered in Lessors name and is in good standing, free and clear of

all liens, claims and disputes;

(b) it has all rights necessary to grant the rights and licenses granted hereunder and is in compliance with all applicable laws, rules and regulations with respect to its registration of the Domain Name;

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(c) the execution and performance of this Agreement by Lessor will not conflict with or result in a violation of any agreement with any third party;

(d) except in the case of disputes including those under any administrative proceeding or

litigation, Lessor will maintain and keep registration for the Domain Name up to date at all times during the Term;

(e) there is no administrative or legal proceeding currently pending or, to Lessors knowledge, threatened with respect to the Domain Name, nor does Lessor, without having made due inquiries, have any reason to believe that there exists any basis for an administrative or legal proceeding or any similar dispute with respect to the Domain Name; and

(f) to-date, the Lessor has never received any notice, demand, or claim of any kind relating to

the Domain Name or relating to the use of the Domain Name; (g) Lessor warrants that, upon expiration of the Term, or upon termination of Agreement as

may otherwise be provided herein, Lessee shall own all intellectual property rights to the Unique Content that the Lessee creates and published on any website used in connection with the Domain Name during the Term. Unique Content is content that is created by the Lessee or the Domain Names agents where Lessee has exclusive rights to use such Unique Content.

11.2 Lessee represents warrants and covenants to Lessor to perform the following obligations:

(a) Lessee shall guarantee that its use of the Domain Name will not violate any applicable

laws or regulations. (b) To the extent that Lessor is not in breach of its obligation pursuant to this Agreement, the

Lessee will not attack the title or any rights of Lessor in and to the Domain Name.

(c) Lessee shall immediately notify Lessor in writing of any infringements of the Domain Name that may come to the Lessees attention, and Lessor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements.

(d) Lessee agrees to assist Lessor to the extent necessary in the procurement of any protection

or to protect any of Lessors rights to the Domain Name. Upon agreement, the parties may commence or prosecute any claims or suits in this respect.

(e) Lessee will only use the Domain Name for websites that comply with all regulations,

ordinances and laws regarding its possession or use. Lessee agrees that the Domain Name may not be used to infringe any third-party intellectual property rights, or for any kind of adult content, the sale of firearms, illegal activities or other generally offensive uses which could reasonably expose the parties to civil or criminal liability, reputational harm, or business disruption.

(f) The parties shall immediately notify each other in writing of any threatened or actual

claims against Seller or the Purchaser or notice of any violation of any law with respect to the Domain Name by any third party (including, without limitation, any governmental agency).

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(g) Lessee agrees that it will not assign, lease, pledge, encumber, sublicense, or in any other

way transfer the economic benefits of the rights to use the Domain Name to any third party.

The execution and performance of this Agreement by Lessee will not conflict with or result in a violation of any agreement with any third party; and (b) Lessee will provide notice, as described in Section 8.1, of any dispute or claim brought against Lessor or Lessee with respect to the Domain Name or in connection with the Domain Name, that is delivered to Lessee or that Lessee becomes aware of.

11.3 Lessee covenants that; (a) it shall not generate any Internet traffic to the Domain Name

by illegal methods; (b) any content served from the web sites linked or pointed to or from the Domain Name or in association with the Domain Names email servers (Content) will not promote or otherwise provide either directly or indirectly, any Inappropriate Content. In this Agreement, Inappropriate Content means: any Content that offers to provide material, goods or services: (i) related alcohol, tobacco, firearms, pornographic or sexually explicit products or services, gambling, or terrorist organizations or activities; (ii) that infringes any copyright, trade-mark, trade secret, patent or other third party intellectual property rights; (iii) is defamatory, racist, obscene, libelous, or discriminatory; (iv) is in breach of the requirements of the Childrens Online Privacy Protection Act of 1998, as amended, or any other laws relating to privacy or the protection of personal information and children; (v) is against any other applicable laws or is subject to an injunction; (vi) if the Content includes software, such software does not contain any Contaminant (which shall be defined as any virus, spyware, Trojan horse, worm, backdoor, or shutdown mechanism (each a Contaminant); and (vii) results or is in the reasonable opinion of Lessor likely to result, in the Domain Name being banned or restricted by any search engine or service providers (e.g. Google, advertising networks, a webhost, a national Internet authority, security firewall, etc.); or (viii) results, or in the opinion of Lessor may result, in a material decrease in the value or merchantability of the Domain Name.

11.4 Lessee shall forthwith provide to Lessor, a copy of any notice asserting any claim of

copyright infringement or similar which relates to the Domain Name in connection with any content displayed in connection with the Domain Name, including, without limitation, any notice issued pursuant to the United States Digital Millennium Copyright Act. In the event such DMCA complaint or similar claim is received in connection with any content appearing on a website associated with the Domain Name during the Term, Lessee shall, in addition to its other obligations under law, immediately correct or otherwise alter the offending content to the satisfaction of the Lessor and the issuer of such notice.

11.5 Lessee represents and warrants that Lessee is responsible for all Governmental Charges

the Lessee incurs arising from the Agreement. Governmental Charges means all taxes, custom duties, rates, levies, assessments, re-assessments and other charges, together with all penalties, interest and fines with respect thereto, payable to any federal, provincial, state, municipal, local or other government or government agency, authority, board, bureau or commission, domestic or foreign related to lease of the Domain Name,

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save and except any income taxes payable by Lessor on its own account in respect of the payments it receives hereunder.

11.6 Lessee warrants that, upon expiration of the, or upon termination of this Agreement as

may be provided for herein, Lessee forfeits any and all rights to all intellectual property or other rights with respect to any value or perceived value Lessee may have created, or otherwise, except Unique Content as referenced in Section 11.1. For clarity, Lessee agrees to irrevocably and unconditionally waive any and all future claim to and in, whether it has monetary value or otherwise, now and forever, including, including but not limited to; (a) any and all value created on a website used in connection with the Domain Name during the Term, whether it has monetary value or otherwise; (b) any benefit Lessor may gain as a result of Lessee's activity on or in connection with the Domain Names website, including but not limited to SEO rank value, brand value for the Domain Name, increased web traffic to the Domain Name website, goodwill created as a direct result of Lessees activity on or in connection with the Domain Name or website associated with the Domain Name, any promotional campaign Lessee conducted or invested in, any social media outreach campaign, and mobile application; (c) including, without limitation, content, text, graphics, images, information, data, software, sound files, hyperlinks, forums, social media pages, mobile apps, other files and the selection and arrangement thereof (collectively, the "Site Materials") which reference the Domain Name; (d) furthermore, Lessee agrees to irrevocably and unconditionally waive any and all future claims, whether monetary value or otherwise, now and forever, including but not limited to, merchants and suppliers relationships and any terms with a third party, conditions, warranties or representations associated with purchases, correspondence, and participation or other dealings which are solely between the Lessee and such third party, which reference the Domain Name and/or Domain Names website.

11.7 In addition to the other prohibitions set out at Section 11.3, Lessee covenants that in

connection with its use of the Domain Name Lessee shall at all times comply with; (a) the applicable Domain Name registration agreements; and, (b) any ICANN policy or rule governing the registration or use of the Domain Name.

11.8 Lessee warrants that, upon expiration of the Term or, upon termination of the Agreement

if so provided herein, that Lessor shall be indemnified and held harmless for any use of the Domain Name by Lessee during the Term or prior to the termination.

11.9 Lessee warrants that upon expiry or termination of the Agreement as provided for herein,

the Lessee shall have acquired no right, title, or interest in any mark comprising or similar to the Domain Name and shall forthwith assign, upon Lessors request, a written assignment of all trademark rights and/or goodwill in the Domain Name or a mark similar thereto which may have otherwise accrued to Lessee save and except for the provisions of this Section, and furthermore, Lessee disclaims any right, title, or interest in any SEO benefit or traffic that may become associated with the Domain Name as a result of Lessees use of the Domain Name.

11.10 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY

EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED

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WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, AND ALL WARRANTIES REGARDING COURSE OF PERFORMANCE OR USAGE OF TRADE.

11.11 IN NO EVENT SHALL LESSOR, ITS AFFILIATES, SUBSIDIARIES, OFFICERS,

DIRECTORS, EMPLOYEES, SUPPLIERS, AGENTS, OR ASSIGNS, BE LIABLE (REGARDLESS OF THEORY, INCLUDING NEGLIGENCE) FOR ANY LOST PROFITS OR ANY SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH; (a) LESSEES USE OR INABILITY TO USE THE DOMAIN NAME; OR (b) IN CONNECTION WITH THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE OF PERFORMANCE ON THE PART OF COMPANY.

12. INDEMNIFICATION: 12.1 Lessee shall indemnify, defend and hold harmless Lessor and Lessors partners,

employees, owners, agents, executives (collectively, the Indemnified Parties) for any claims whatsoever and wheresoever arising, for damages or amounts of any kind (including, without limitation, direct, indirect, incidental, consequential, special or punitive damages, or for any loss of business, profit, customers, revenue or data) howsoever arising that are related to or arising out of the Domain Name or otherwise arising out of this Agreement or the transactions contemplated herein after the DNS settings are changed as directed by Lessee, including but not limited to, any act or omission of Lessee, including, without limitation, any activity of or content on or in, the Domain Name, including but not limited to, use of the Domain Name in association with Inappropriate Content, or which may violate any third partys right. Lessee also agrees to pay Lessor all reasonable legal fees that Lessor incurs in connection with a response to or the defense of any third-party claims asserted against the Domain Name and/or Lessor arising from Lessees use of the Domain Name.

12.2 Lessor shall indemnify, defend and hold harmless Lessee for any claims whatsoever and

wheresover, damages or amounts of any kind (including, without limitation, direct, indirect, incidental, consequential, special or punitive damages, or for any loss of business, profit, customers, revenue or data) howsoever arising that are related to or arising out of the Domain Name, prior to the setting of the name servers to those specified by Lessee.

13. NOT RESPONSIBLE FOR ACT OF GOD, THEFT OR FRAUD: The Indemnified

Parties shall not be liable to the Lessee whatsoever in that the Domain Name is lost during the Term, as a result of an act of God, theft, or fraud.

14. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable

for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

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15. BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and their heirs, legal representatives, successors and permitted assigns.

16. NOTICE: All notices under this Agreement shall be transmitted to the respective parties, shall be in writing and shall be considered to have been duly given or served when personally delivered to any individual party, or on the first business day after the date of deposit with an overnight courier for next day delivery, postage paid, or on the third business day after deposit in the United States or Canada mail, certified or registered, return receipt requested, postage prepaid, or on the date of telecopy, fax or similar telephonic transmission during normal business hours, as evidenced by written confirmation of such telecopy, fax or telephonic transmission, addressed in all cases to the party at its address set forth below, or to such other address as such Party may hereafter designate:

If to Lessor to:

NAME ADDRESS FACSIMILE EMAIL

If to Lessee to:

NAME

ADDRESS FACSIMILE EMAIL

17. GOVERNING LAW: This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding any conflicts of laws principles. This Section 17 shall survive the termination or expiry of this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of the Province Ontario, for any claims, disputes or proceedings except for any applications for injunctive relief by Lessor.

18. INDEPENDENT LEGAL ADVICE: 18.1 Lessor has been advised, and has had the reasonable opportunity, to obtain independent

legal advice with respect to the subject matter of this Agreement, or has waived their right to do so or elected not to seek such advice.

18.2 Lessee has been advised, and has had the reasonable opportunity, to obtain independent

legal advice with respect to the subject matter of this Agreement, or has waived their right to do so or elected not to seek such advice.

19. ENTIRE AGREEMENT & COUNTERPARTS: This Agreement constitutes the

entire agreement between the Parties relating to the subject matter herein and supersedes and replaces any prior agreement, understanding or representation of any kind. Other than those expressly contained in this Agreement, there are no other

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promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be executed in several counterparts, including by facsimile or similar electronic counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the same instrument.

20. CUMULATIVE RIGHTS: Lessees and Lessors rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.

21. WAIVER: The failure of a Party to enforce any provisions of this Agreement shall not

be deemed a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

22. SURVIVAL: Sections 8.1, 8.2, 8.3, 8.4, 8.5, 9.3, 9.5, 10, 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.11, 11.12,12, 20, 2, and any other provisions herein which are intended to survive, shall survive the termination or expiry of this Agreement for any reason.

23. REMEDIES: Notwithstanding any other term of this Agreement and without limiting

any other right or remedy of Lessor, in the event that Lessee fails to pay all or part of the Lease Fees or other payments as required by this Agreement, Lessor may take any action to withdraw, suspend, cancel, reverse or otherwise terminate the transfer of the Domain Name to Lessee including, without limitation, taking control of name servers.

24. FURTHER ASSURANCES: Each of Lessor and Lessee shall take such actions, and execute and deliver such further and other documents as may be necessary to give effect to this Agreement and to carry out its purpose. This Section 23 shall survive the termination or expiry of this Agreement

25. NO BROKERAGE FEES. The Lessor and Lessee represent to each other that each has not, directly or indirectly, employed any broker, finder or intermediary in connection with the transactions contemplated hereby who might be entitled to a fee or commission upon the execution of this Agreement or consummation of the transactions contemplated hereby and indemnifies each other for any such claims that may arise.

26. AMENDMENTS: No modification or amendment to this Agreement may be made

unless agreed to by the Parties in writing.

27. ASSIGNMENT: This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by either party without the prior written consent of the other. Any change in control of either party will be considered an assignment and as such requires consent. Any attempted transfer in violation hereof will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.

[Remainder of this page intentionally left blank. The next page is the signature page]

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IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Agreement to be executed the day and year first above written by their duly authorized representatives as of the Effective Date. LESSOR: Company Name: Company Address: ________________________________ Authorized Signatory Name: Title: Date: ___________________________ LESSEE: Company Name: Company Address: _______________________________ Authorized Signatory Name: Title: ____________________________ Date: ____________________________

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DOMAIN LEASE AGREEMENT SCHEDULE A

Agreement Term (Months) starting from next day of the Effective Date:

_________Month(s)

Security Deposit to be paid within 48 hours of the Effective Date:

________ (USD/CDN) Payment Schedule:

Lease Payment (USD/CDN) Dates


45B WEST WILMOT STREET, SUITE 202 RICHMOND HILL.

ON L4B 2P3, CANADAT: +1 416 321 0796E: [email protected]: www.dotcity.city

DOTCITY LP

Dotcity Lp Domain Lease Draft Agreement

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