1. Overview.. 2
2. Eligibility; Authority. 3
3. Accounts; Transfer of Data Abroad. 3
Transfer of Data Abroad. 3
4. Availability of Website/Services. 4
5. General Rules of Conduct. 4
6. Your Use of Wikads and User Content. 5
Wikads Content. 5
User Content. 6
7. Wikads’ use of User Content. 6
8. Monitoring of Content; Account Termination Policy. 7
9. Additional Reservation of Rights. 8
10. No Spam; Liquidated Damages. 8
Liquidated Damages. 9
11. Trademark and/or Copyright Claims. 9
12. Links to Third-Party Websites. 9
13. Disclaimer of Representations and Warranties. 10
14. Limitation of Liability. 10
15. Indemnity. 11
16. Fees and Payments. 11
1. General Terms, Including Automatic Renewal Terms. 11
2. Pay By Check (Electronic Check). 14
3. Pay By Paypal14
4. International Payment Options. 15
5. In-Store Credit Balances. 15
6. Expired Domain Name Purchase. 16
17. Unclaimed Property; Dormancy Charges. 16
18. Successors and Assigns. 17
19. No Third-Party Beneficiaries. 17
20. U.S. Export Laws. 17
21. Compliance with Local Laws. 17
22. Governing Law; Jurisdiction; Venue; Waiver of Trial by Jury. 18
23. Titles and Headings; Independent Covenants; Severability. 18
24. Contact Information. 18
PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Wikads, Inc., a B.C. company ("Wikads") and you, and is made effective as of the date of your using the Wikads.com website, Facebook page, Twitter feeds, or any other electronic manifestation of the company (individually and collectively, the "Site" or "Sites") to receive or transmit information; or the date of your acceptance, electronic or written, of any product or service provided by, through, or under the auspices of Wikads, Inc. (individually and collectively, the “Services”). This Agreement sets forth the general terms and conditions of your use of the Site and the Services and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.
Whether you purchase Services or are simply browsing a Site, your use of the Site, or your statement of interest in, agreement to purchase, or use of any Services signifies that you have read, understand, acknowledge, and agree to be bound by this Agreement, along with the following policies and agreements, which are incorporated herein by reference:
· Subpoena Policy
· Dispute On Transfer Away Form
· Uniform Domain Name Dispute Resolution Policy
· ICANN Transfer Dispute Resolution Policy
· Trademark and/or Copyright Infringement Policy
· Brand Guidelines and Permissions
· Direct Affiliate Program Service Agreement
The terms “we”, “us” or “our” shall refer to Wikads. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Wikads may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Wikads may occasionally notify you of changes or modifications to this Agreement by email or other electronic media. It is therefore very important that you keep your customer account (“Account”) information current. Wikads assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
Wikads Site and Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services under the laws of Canada or other applicable jurisdiction.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Wikads finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Wikads shall not be liable for any loss or damage resulting from Wikads’ reliance on any instruction, notice, document or communication reasonably believed by Wikads to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Wikads reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent, and anyone who uses your account or the Services, whether or not authorized by you.
As part of doing business with Wikads (before purchasing the Services), you will have to create an Account. You represent and warrant to Wikads that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Wikads has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Wikads reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure. You must notify Wikads immediately of any breach of security or unauthorized use of your Account. Wikads will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Wikads or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
If you are visiting this Site from a country other than Canada, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site or communicating electronically with us, you consent to such transfers.
As outlined further in Section 15, Wikads has no control over internet service providers or social media companies, and therefore accepts no liability or responsibility for inaccessibility of our Sites or our customers’ sites. We shall make commercially reasonable attempts to be available by phone or email to manage the Services we provide 0900-1500 Pacific time, Monday through Friday except holidays. You acknowledge and agree that from time to time the Wikads Site and yours if applicable may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; and that Wikads personnel may not be available to manage your Services due to causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, inclement weather, acts of God, or other failures. You acknowledge and agree that we have no control over the availability of our Site or your site or the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
You acknowledge and agree that:
· Your use of this Site and the Services, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
· You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
· ALL CONTENT ASSOCIATED WITH YOUR ACCOUNT, REGARDLESS OF WHERE OR WHETHER IT APPEARS ON ANY PUBLIC MEDIUM AND REGARDLESS OF WHO FOUND, RECOMMENDED, OR POSTED/PRINTED/SENT IT, IS THE SOLE RESPONSIBILITY OF THE USER. Wikads accepts no responsibility or liability for claims of plagiarism or copyright infringement regarding User Content.
· You will not use this Site or the Services in a manner (as determined by Wikads in its sole and absolute discretion) that:
o Is illegal, or promotes or encourages illegal activity;
o Promotes, encourages or engages in child pornography or the exploitation of children;
o Promotes, encourages or engages in terrorism, violence against people, animals, or property;
o Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
o Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
o Infringes on the intellectual property rights of another User or any other person or entity;
o Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
o Interferes with the operation of this Site or the Services;
o Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
o Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Wikads or Wikads’ Services.
· You will not copy or distribute in any medium any part of the Sites or Services, except where expressly authorized by Wikads.
· You will not modify or alter any part of the Sites or the Services or any of its related technologies.
· You will not access Wikads Content (as defined below) or User Content through any technology or means other than through the Sites themselves except with Wikads’ express written permission.
· You agree to back up all of your User Content so that you can access and use it when needed. Wikads does not warrant that it backs up any User Content, whether created by Wikads or you, and you agree to accept as a risk the loss of any and all of your User Content.
· You will not re-sell or provide the Services for a commercial purpose, including any of Wikads’ content or related technologies, without Wikads’ express prior written consent.
· You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
· You are aware that Wikads may from time to time call you about your account, and that, for the purposes of any and all such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow Wikads, in its sole discretion, to record the entirety of such calls regardless of whether Wikads asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted in evidence any legal proceeding in which Wikads is a party.
· Wikads reserves the right to modify, change, or discontinue any aspect of its Sites or the Services, including without limitation prices and fees for the same, at any time.
In addition to the general rules above, the provisions in this Section 6 apply specifically to your use of Wikads Content and User Content posted to Wikads’ corporate websites (i.e., those sites which Wikads directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites.
Except for User Content, the content on this Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Wikads Content”), are owned by or licensed to Wikads in perpetuity, and are subject to copyright, trademark, and/or patent protection in Canada and foreign countries, and other intellectual property rights under Canadian and foreign laws. Wikads Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Wikads. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Wikads reserves all rights not expressly granted in and to the Wikads Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights.
Some of the Services, including but not limited to website design, allow Users and Wikads on behalf of Users to view, post, publish, share, store, or manage information pertinent to themselves or their business, including but not limited to text, images, videos, music or other recorded sound, software, etc. (“User Content”). By posting or publishing User Content by way of the Services (including but not limited to Wikads-enabled social or public media such as user-controlled websites, Facebook, Twitter, billboards, vehicle wraps or ads, embroidered or printed textiles, etc.) you represent and warrant to Wikads that (i) you have all necessary rights to distribute User Content via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party. As noted in Section 5, above, the User is solely and completely responsible for ensuring that all User Content meets all legal requirements including those outlined in this agreement.
You agree not to circumvent, disable or otherwise interfere with the security-related features of the Sites or the Services (including without limitation those features that prevent or restrict use or copying of any Wikads Content or User Content) or enforce limitations on the use of the Sites or the Services, the Wikads Content or the User Content therein.
The provisions in this Section 7 apply specifically to Wikads’ use of User Content posted to Wikads’ corporate websites (i.e., those sites which Wikads directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites.
· You shall be solely responsible for any and all of your User Content or User Content, and the consequences of, and requirements for, distributing it.
· If you have a website hosted by Wikads or another service provider, you shall retain all of your ownership or licensed rights in User Content posted to your website.
· Your User Submissions are entirely voluntary.
· Unless expressly agreed in writing, your User Submissions do not establish a confidential relationship or obligate Wikads to treat your User Submissions as confidential or secret.
· Wikads has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
· Wikads may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.
Wikads shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions, regardless of whether they are ever made available on any media; and shall be entitled to the unrestricted use and dissemination of any User Submissions for which it has received permission to distribute for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
· You understand and agree that Wikads may retain (but not distribute, display, or perform) copies of your User Content even if they have been removed or deleted, whether or not You remain a Wikads customer. Notwithstanding anything to the contrary contained herein, Wikads shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or Wikads’ (or Wikads’ affiliates’) business(es).
Wikads generally does not screen User Content. However, Wikads reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Wikads may remove any item of User Content (whether posted to a website hosted by Wikads or posted to this Site) and/or terminate a User’s access to this Site or the Services for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Wikads in its sole and absolute discretion), at any time and without prior notice. Wikads may also terminate a User’s access to this Site or the Services if Wikads has reason to believe the User is a repeat offender. If Wikads terminates your access to this Site or the Services, Wikads may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
Wikads expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Wikads in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Wikads in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of Wikads, its officers, directors, employees and agents, as well as Wikads’ affiliates, including, but not limited to, instances where you have sued or threatened to sue Wikads.
Wikads expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels.
Wikads expressly reserves the right to terminate, without notice to you, any and all Services where, in Wikads’ sole discretion, you are harassing or threatening Wikads and/or any of Wikads’ employees, Customers, or subcontractors.
We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse. Customers suspected to be using our products and services for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation. Our spam abuse complaint center can be reached by email at abuse@Wikads.com.
We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE) or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications from the sender. This can include, but is not limited to, the following:
· Email Messages
· Newsgroup postings
· Windows system messages
· Pop-up messages (aka "adware" or "spyware" messages)
· Instant messages (using AOL, MSN, Yahoo or other instant messenger programs)
· Online chat room advertisements
· Guestbook or Website Forum postings
· Facsimile Solicitations
· Text/SMS Messages
We will not allow our servers and services to be used for the purposes described above. In order to use our products and services, you must not only abide by all applicable laws and regulations, which include the Can-Spam Act of 2003 and the Telephone Consumer Protection Act, but you must also abide by this no spam policy. Commercial advertising and/or bulk emails or faxes may only be sent to recipients who have "opted-in" to receive messages from the sender specifically. They must include a legitimate return address and reply-to address, the sender's physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address or fax number.
If we determine the services in question are being used in association with spam, we will re-direct, suspend, or cancel any web site hosting, domain registration, email boxes or other applicable services for a period of no less than two (2) days. The registrant or customer will be required to respond by email to us stating that they will cease to send spam and/or have spam sent on their behalf. We will require a non-refundable reactivation fee to be paid before the site, email boxes and/or services are reactivated. In the event we determine the abuse has not stopped after services have been restored the first time, we may terminate the hosting and email boxes associated with the domain name in question.
We encourage all customers and recipients of email generated from our products and services to report suspected spam. Suspected abuse can be reported by email at: abuse@Wikads.com
You agree that we may immediately terminate any Account which we believe, in our sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay us liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your Account.
Wikads supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer to Wikads’ Trademark and/or Copyright Infringement Policy referenced above and available here.
Wikads’ site and User Content may contain links to third-party websites that are not owned or controlled by Wikads. Wikads assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Wikads does not censor or edit the content of any third-party websites. By using this Site or the Services, you expressly release Wikads from any and all liability arising from your use of any third-party website, including websites controlled by Wikads customers. Accordingly, Wikads encourages you to be aware when you leave this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. Wikads, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Wikads, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND Wikads ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY Wikads, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services.
IN NO EVENT SHALL Wikads, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, OR CUSTOMER SITES (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Wikads IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or the Services must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall Wikads’ total aggregate liability exceed the total amount paid by you for the particular Services that are the subject of the cause of action.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services.
Wikads’ business depends on its ability to resell products and services that the third-party provider also generally offers to the public in substantively the same form (“Market Products”). These Market Products include but are not limited to domain registration, web hosting, email hosting, golf cart or vehicle wraps, billboards, t-shirt printing, and the provision and maintenance of other electronic and physical media. In reselling Market Products, Wikads merely acts as a value-adding intermediary between its Customer and the creator or provider of the Market Product, and makes no warrantee and accepts no liability or responsibility for the its fitness for intended use, timelines of provision, continued availability, or any other aspect of its existence. Therefore you, the customer, agree that any Market Product, even if purchased through, because of, or on the recommendation of Wikads, is nonetheless governed by and subject to its providers’ Terms and Conditions, and any claims, complaints, or disputes arising from your purchase or agreement to purchase Market Products exist solely between you and the primary provider. Within the limitations set forth elsewhere in this Agreement, Wikads accepts responsibility and liability only for products, services, content, or other intellectual property created by staff and subcontractors at the behest of Wikads for a specific Customer or purpose (“Custom Professional Services”). Any Customer or Contractor-initiated claims, complaints, or disputes shall be limited to the scope and value of those Custom Professional Services, i.e., excluding the scope and value of any Market Products. Where Custom Professional Services are purchased on a monthly basis, monetary disputes shall be limited to the value of the Custom Professional Service in question for the three (3) months immediately preceding the date of complaint; where Custom Professional Services are rendered as a one-time service, monetary disputes shall be limited to the single cost of the one-time Service.
You agree to protect, defend, indemnify and hold harmless Wikads and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Wikads directly or indirectly arising from (i) your use of and access to this Site, Customer sites, or the Services; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services.
You acknowledge and agree that your payment to Wikads will be subject to the following conditions:
You agree to pay any and all prices and fees due for Services purchased or obtained from Wikads at the time you order the Services. All prices and fees are non-refundable unless otherwise expressly noted, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. Wikads expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.
Unless otherwise agreed to in writing, all payments to Wikads shall be in Canadian Dollars. International customers accept all risk inherent in currency fluctuations.
Except as prohibited in any product-specific agreement, you may pay for Services with personal check (subject to clearing), cash, money order/bank draft, PayPal, Electronic banking check, or other electronic money transfer method, or major credit card. Debit cards are not accepted at this time.
Recurring charges require a credit card on file or 6 months’ prepayment.
Confirmation of that order will be sent to the email address on file for your Account. Your Payment Method on file must be kept valid if you have any active Services in your Account.
In the event a refund is issued to your Payment Method and the payment provider, payment processor or individual issuing bank associated with your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then Wikads, in its sole and absolute discretion, reserves the right to issue the refund via issuance of a Wikads check, which will be sent to the mailing address on file for your Account if not delivered to the hand of a known User representative. Wikads also has the right, but not the obligation, to offer an in-store credit for customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method. For the avoidance of doubt, any and all refunds processed via the issuance of either in-store credits or a Wikads check are solely within Wikads’ discretion and are not available at customer request.
If you are being billed on a monthly basis, your monthly billing date will be based on the date of the month you purchased the Services unless that date falls after the 28th of the month, in which case your billing date will be the 28th of each month.
In order to ensure that you do not experience an interruption or loss of Services, most Services offer an automatic renewal option. The automatic renewal option automatically renews the applicable Service for a renewal period equal in time to the most recent service period. For example, if your last service period is for one year, your renewal period will be for one year. While the details of the automatic renewal option vary from Service to Service, the Services that offer an automatic renewal option treat it as the default setting. Therefore, unless you disable the automatic renewal option, Wikads will automatically renew the applicable Service when it comes up for renewal and will take payment from the Payment Method you have on file with Wikads at Wikads’ then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period.
In addition, Wikads may participate in “recurring billing programs” or “account updater services” supported by your credit card provider (and ultimately dependent on your bank’s participation). If you are enrolled in an automatic renewal option and we are unable to successfully charge your existing Payment Method, your credit card provider (or your bank) may notify us of updates to your credit card number and/or expiration date, or they may automatically charge your new credit card on our behalf without notification to us. In accordance with recurring billing program requirements, in the event that we are notified of an update to your credit card number and/or expiration date, Wikads will automatically update your payment profile on your behalf. Wikads makes no guarantees that we will request or receive updated credit card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your Account settings, including but not limited to (i) setting your renewal options and (ii) ensuring your associated Payment Method(s) are current and valid. Further, you acknowledge and agree that your failure to do so, may result in the interruption or loss of Services, and Wikads shall not be liable to you or any third party regarding the same.
If for any reason Wikads is unable to charge your Payment Method for the full amount owed for the Services provided, or if Wikads receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Wikads may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any domain names or Services registered or renewed on your behalf. Wikads also reserves the right to charge you reasonable "administrative fees" or "processing fees" for (i) tasks Wikads may perform outside the normal scope of its Services, (ii) additional time and/or costs Wikads may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Wikads in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) disputes that require accounting or legal services, whether performed by Wikads staff or by outside firms retained by Wikads; (iii) recouping any and all costs and fees, including the cost of Services, incurred by Wikads as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with Wikads.
By using your banks’ electronic checking option, you can purchase Wikads Services using an electronic check (from your personal or business checking account, as appropriate). In connection therewith, you agree to allow Certegy Check Services, Inc. (“Certegy”) to debit the full amount of your purchase from your checking account (“Checking Account”), which is non-refundable. Certegy will create an electronic funds transfer (“EFT”) or bank draft, which will be presented to your bank or financial institution for payment from your Checking Account. The Checking Account must be at a financial institution in Canada, and the check must be payable in U.S. dollars.
It is your responsibility to keep your Checking Account current and funded.
By using Wikads’ pay by PayPal payment option (“PayPal”), you can purchase Services using PayPal. In connection therewith, you agree to allow PayPal to debit the full amount of your purchase from your PayPal account (“PayPal Account”) or from credit card(s), bank account(s), or other allowed payment method(s) linked to your PayPal Account (“PayPal Funding Source”).
It is your responsibility to keep your PayPal Account and PayPal Funding Source current and funded, and your PayPal Account backed by a valid credit card. You acknowledge and agree that (i) PayPal reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your PayPal Account or PayPal Funding Source no longer existing or not holding available/sufficient funds) and (ii) in such event, neither PayPal nor Wikads shall be liable to you or any third party regarding the same. If for any reason PayPal is unable to withdraw the full amount owed for your purchase, you agree that PayPal and Wikads may pursue all available lawful remedies in order to obtain payment. You agree that if the transaction is returned unpaid, you will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from your PayPal Account or PayPal Funding Source.
By clicking the box labeled “I agree” to the terms of the PayPal payment option, you authorize a debit of the full amount of your purchase from your PayPal Account or PayPal Funding Source.
Wikads offers a variety of alternative international payment options through a variety of International Payment Providers (“IPP”). In the event you select an IPP, you represent that you have already agreed to any and all of the IPP’s applicable customer service agreements in advance of completing your transaction at Wikads. You also agree to allow the IPP to debit the full amount of your purchase from the selected bank account, e-wallet account (including credit card(s), bank account(s), or other allowed payment method(s) linked to your e-wallet account) or any other type of account associated with the selected IPP (including but not limited to, prepaid cards and mobile payments), collectively “Funding Sources”. In addition, you agree to allow the selected IPP to debit, if applicable, an “Exchange Rate Conversion Fee”, as well as any other fees or charges applicable to your agreement with the IPP (collectively, the “IPP Fees”), from your Funding Sources. You understand and agree that IPP Fees are subject to change at any time by the IPP without notice to you by Wikads.
It is your responsibility to keep your Funding Sources current and funded. You acknowledge and agree that (i) the IPP reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your Funding Sources no longer existing or not holding available/sufficient funds) and (ii) in such event, neither the IPP nor Wikads shall be liable to you or any third party regarding the same. You acknowledge that Wikads will not attempt to fulfill the Services purchased by you until Wikads receives confirmation of payment from the IPP through its associated payment processor. You acknowledge there may be a gap of several hours or days between the time you place an order and the time the IPP confirms payment through its associated payment processor. If Wikads does not receive confirmation of payment from the IPP through its associated payment processor within thirty (30) days from when the order is placed, your order may be cancelled, at which time you will need to commence the purchase process again. In the event that you would like to cancel payment for a pending transaction, you may cancel the order through your Wikads account. Payments received on previously cancelled orders will be automatically refunded to the original Payment Method when possible.
If, at the time Wikads receives confirmation of payment from the IPP (through its associated payment processor), either (i) the Services (including domain names) are no longer available for purchase; or (ii) a pending order has been cancelled in our systems; or (iii) the confirmation of payment does not match the dollar amount of the pending order, and as a result your purchase is either over-funded or under-funded, Wikads may automatically issue a partial refund (in the case of over-funding) or a full refund (in the case of under-funding) to your Funding Source. If the IPP (or its associated payment processor) imposes refund limitations of any kind, Wikads reserves the right to issue refunds to an in-store credit balance. If you receive a full refund, you will need to begin the purchase process again. You acknowledge and agree that the IPP reserves the right not to refund IPP Fees associated with a refunded transaction. Accordingly, any refunds issued by Wikads will be net of the IPP Fees unless otherwise specified.
In the event that your Account contains an in-store credit balance, you may apply any available credit balance to any future purchase in your Account. In the event that your Account contains an in-store credit balance, you hereby authorize Wikads to apply any available credit balance to any outstanding administrative fees, chargebacks or other fees related to your Account. In the event that your default Payment Method fails for an automated billing in connection with the processing of any Service renewals, Wikads may utilize any available in-store credit balance if there are enough funds to cover the entire transaction. Regardless of the amount of in-store credit available in your account, Wikads is not responsible for the loss of products resulting from an inability to collect funds from your default Payment Methods or the in-store credit. In-store credits will be applied based on the currency selected in the shopping cart at the time of purchase (or renewal). If you have more than one in-store credit, then the credits will be processed according to the age of the credit, with the oldest in-store credit being applied first. If additional funds are required to complete the purchase or renewal, credits held in a non-selected currency will be converted using Wikads’ daily exchange rate based on the age of the credit (oldest to newest) until (i) enough funds are allocated to complete the transaction, or (ii) there is no available balance left in your account. You understand and agree that at the time of conversion, Wikads may also impose an additional administrative fee to compensate for the risks and costs associated with providing currency conversion services.
You also acknowledge that funds available in your in-store credit balance will be held by Wikads and will not accrue or pay interest for your behalf. To the extent any interest may accrue, you understand and agree that Wikads shall be entitled to receive and keep any such amounts to cover costs associated with supporting the in-store credit balance functionality.
Please be advised that if a customer has an outstanding account balance (a credit positive balance) for three (3) years or more for any reason, and (i) Wikads is unable to issue payment to such customer or (ii) Wikads issued payment to such customer in the form of a paper check, but the check was never cashed, then Wikads shall turn over such account balance to the State of Arizona in accordance with state law. You acknowledge and agree that in either case (i) or (ii) above, Wikads may withhold a dormancy charge in an amount equal to the lesser of $15.00 or the total outstanding account balance associated with such customer.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
This Site and the Services are subject to the export laws, restrictions, regulations and administrative acts of US Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Services to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, the Services in violation of any U.S. Export Laws. None of the Services may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which Canada has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services.
Wikads makes no representation or warranty that the content available on this Site or the Services are appropriate in every country or jurisdiction, and access to this Site or the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services are responsible for compliance with all local laws, rules and regulations.
Except for disputes governed by the Uniform Domain Name Dispute Resolution Policy referenced above and available here, this Agreement shall be governed by and construed in accordance with the federal law of Canada and the state law of Arizona, whichever is applicable, without regard to conflict of laws principles. You agree that any action relating to or arising out of this Agreement shall be brought in the state or federal courts of Maricopa County, Arizona, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) jurisdiction and venue in the state and federal courts of Maricopa County, Arizona. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
280 West Victoria Street
Kamloops BC, V2B 4G8 Tel: +1.250.372.7115
Copyright © 2005-2013 Wikads Inc. All Rights Reserved.