Subscription Agreement

This Subscription Agreement (this “Agreement”) applies to the Services (defined below) that the person or entity identified on the related Order Form (“you”) is purchasing from Dominion Domains, LLC, a Virginia limited liability company (“Dominion”).  By submitting an Order Form for the Services to Dominion, you agree to be bound by this Agreement and the Universal Terms of Service Agreement, which is incorporated herein by this reference.

1.              Purchase of Services.  On the terms and conditions set forth herein, during the Term (defined below), you hereby purchase, and Dominion hereby agrees to provide, the domain name registration services indicated on the Order Form (the “Services”).  You acknowledge and agree that you are purchasing domain name registration services, and, notwithstanding any use of the word “purchase” or similar terms with respect to any domain names registered by Dominion hereunder (the “Covered Domain Names”), you are not acquiring any ownership right in or title to the Covered Domain Names.  Your rights to the Services and to control Covered Domain Names are limited solely to those expressly set forth herein.

2.              Subscription Fees; Payment.

(a)            You agree to pay Dominion the fees (the “Subscription Fees”) set forth on, and in accordance with, the payment plan presented to you with the Order Form (the “Payment Plan”).  Except as otherwise provided herein, the entire unpaid balance of the Subscription Fees are due and payable to Dominion in accordance with the Payment Plan.

(b)           Any payment that would otherwise be due on a date that banks are required to be closed in the Commonwealth of Virginia shall be due on the next succeeding business day.  Any payment that is otherwise not paid on the scheduled due date shall bear interest at the lesser of (i) 1.5% per month or (ii) the maximum allowed by applicable law until paid.  Dominion’s right to interest shall be in addition to any other rights that Dominion may have hereunder or under applicable law.

(c)            You may prepay the Subscription Fees without penalty.  Prepayments will be credited against the balance of total unpaid Subscription Fees, but to the extent that any Subscription Fees remain unpaid, the prepayment will be applied against the Payment Plan in inverse order (i.e., credited against the last scheduled payment and then backwards) and not relieve you of any obligation to pay on its due date any payment under the Payment Plan that has not been credited with a prepayment.

(d)           Subscription Fees are non-refundable, in whole or in part, even if the Services and/or your access to the Covered Domain Names are suspended, cancelled or transferred prior to the end of your then current registration term, unless this Agreement specifically provides for a refund.  At Dominion’s option, Dominion may require that you pay fees through a particular payment means (such as by credit card or by wire transfer) or that you change from one payment provider to another.  Unless specified otherwise, the fees for the Services do not include taxes.

(e)            Timely payment of Subscription Fees is your responsibility.  Dominion has no obligation to invoice you or otherwise notify you of any upcoming payment obligations under the Payment Plan.

3.              Administration.

(a)            During the Term, you will (i) have the administrative authority to designate the nameservers to which the Covered Domain Names will be directed and (ii) control the websites and content hosted at the Covered Domain Names, provided that in each case you comply with all verification requirements, content and use restrictions contained in the Registration Agreement and/or any applicable policies, including, without limitation, those promulgated by ICANN, Dominion or the applicable registry operator (together with the Registration Agreement, the “Applicable Policies”).

(b)           Notwithstanding any WHOIS information or anything to the contrary contained herein, Dominion shall (i) be the registrant with respect to the Covered Domain Names and (ii) retain all rights to transfer and control the Covered Domain Names, in each case until you pay Dominion in full for all Subscription Fees payable during the Term under the Payment Plan.  You acknowledge and agree that, notwithstanding any provision contained herein, the Covered Domain Names shall be registered in a registrant account that is controlled by Dominion until all Subscription Fees are paid in full.  You further acknowledge and agree that Dominion shall “lock” and not allow any transfer or WHOIS update of Covered Domain Names until all Subscription Fees are paid in full, except as required by the Uniform Domain Name Dispute Resolution Policy (“UDRP”) and applicable law.  If during the Term you pay in full all Subscription Fees and other amounts due under this Agreement, Dominion shall transfer the registration of the Covered Domain Names to you for the remaining period during the Term (however, your right to retain that registration shall continue to be subject to the terms and conditions of this Agreement).

4.              Information.

(a)            You must provide current, complete and accurate contact information for your administration, billing and technical contacts, and all information necessary to direct the Covered Domain Names to the nameservers designated by you.  Within seven (7) days of any change to such information, you must notify Dominion in writing of any update to such information that is needed to maintain its currency, completeness and accuracy.  If you do not provide complete nameserver information, Dominion may supply this information (and point the Covered Domain Names to a website of Dominion’s choosing) until such time as you elect to supply the nameserver information.  In addition, you will provide Dominion with any information, documentation and assistance that Dominion may reasonably request from time to time in order to provide you with the Services.

(b)           If in connection with the Services you provide information about or on behalf of a third party, you represent and warrant that you have (i) provided notice to that third party of the disclosure and use of that party’s information as set forth in this Agreement, and (ii) obtained the third party’s express written consent to the disclosure and use of that party’s information as set forth in this Agreement.

(c)            You represent and warrant that the statements in your application and Order Form are true and that no Services are being procured for any unlawful or abusive purpose, including but not limited to:  the infringement of any intellectual property right or other right; the distribution of malware; the abusive operation of botnets; phishing; fraudulent or deceptive practices; the unauthorized transfer to yourself or any other party of any Covered Domain Name or Services; counterfeiting; or any other activity in violation of any laws, rules, or regulations (“Illegal Uses”).  Providing inaccurate or unreliable information, failing to update information within seven (7) days of any change, engaging in any Illegal Uses, or failing to respond for over fifteen (15) days to inquiries by Dominion concerning the accuracy of Account and WHOIS contact information will constitute an incurable material breach of this Agreement and be a basis for immediate suspension and/or termination of the Services.

(d)           You are responsible for regularly monitoring email sent to the email address you provide to us.  Dominion may suspend and/or terminate your rights to the Covered Domain Names and/or to receive the Services if you do not respond appropriately and timely to emails from us.

(e)            Dominion will make available the domain name registration information that you provide (or that Dominion otherwise maintains) to the following parties: ICANN, any ICANN-authorized escrow service, the registry operator, and to other third parties as Applicable Policies require or permit.  You irrevocably waive any and all claims and causes of action that you may have as a result of such disclosure or use of such information.  Dominion may make publicly available, or directly available to third parties, some, or all, of the information that you provide, for purposes of inspection or for targeted marketing and other purposes as required or permitted by applicable laws and policies, including by way of bulk WHOIS data access provided to third parties who enter into a bulk WHOIS data access agreement with Dominion.

5.              Term and Termination.

(a)            Dominion will provide the Services for the period set forth on the Order Form (the “Term”).  This Agreement will expire upon the completion of the Term.

(b)           Within thirty (30) days of Service initiation, Dominion may elect to terminate the Services for any reason.  Thereafter, Dominion may suspend and/or terminate the Services at any time for cause, which, without limitation, includes (i) an uncured Event of Default (defined below), (ii) abuse of the Services, (iii) failure to keep any information required under Section 4(a) current, complete and accurate, (iv) failure to respond to inquiries from Dominion for over fifteen (15) calendar days, or (v) use of the Services in a manner that subjects Dominion to any claim that Dominion has violated any third party’s rights or acceptable use policies, including, without limitation, the transmission of unsolicited email or the violation of any intellectual property right or other right.  No fee refund will be made when there is a suspension or termination of Services for cause.

(c)            At any time and for any reason, Dominion may terminate the Services thirty (30) days after Dominion sends you notice of termination via mail or email, at Dominion’s option.

(d)           If you desire to terminate this Agreement at any time before the expiration of the first twelve (12) months of the Term (the “Minimum Service Period”), you may do so only by providing written notice to Dominion and paying to Dominion all Subscription Fees that (i) are accrued and outstanding on the date of termination and (ii) that would have been due under the Payment Plan after the date of termination during the Minimum Service Period.  After the Minimum Service Period, you may terminate this Agreement by providing written notice to Dominion and paying to Dominion all Subscription Fees that are accrued and outstanding on the date of termination.

6.              Event of Default and Remedies.

(a)            An “Event of Default” shall mean any one of the following, regardless of the reason therefor: (i) the filing of any petition or the commencement of any proceeding by you for any relief under any bankruptcy, insolvency or similar laws; (ii) the filing of any petition or the commencement of any proceeding against you for any relief under any bankruptcy, insolvency or similar laws, which proceeding is not dismissed within sixty (60) days; (iii) insolvency (however evidenced) of you or the commission of any act of insolvency by you; (iv) the making by you of a general assignment for the benefit of creditors; (v) the failure by you to pay any Subscription Fees in accordance with the Payment Plan; (vi) a UDRP or legal action is threatened against the Covered Domain Names; (vii) Illegal Uses by you of any Covered Domain or Services;  (viii) you use the Covered Domain Names in a way that violates the Registration Agreement or an Applicable Policy;  or (ix) you otherwise breach this Agreement or the Registration Agreement.

(b)           The occurrence of any three or more Events of Default in a 12 month period, whether or not cured, shall constitute an independent “Third Strike Event”.

(c)            Upon the occurrence of (i) any Event of Default that is incapable of being cured, (ii) an Event of Default that is capable of being cured and that is not cured within thirty (30) days, or (iii) a Third Strike Event (regardless of any cure), the entire outstanding Subscription Fees, together with all accrued and unpaid interest thereon and all other amounts due and payable hereunder, shall become immediately due and payable to Dominion.  If such Subscription Fees are not paid within fifteen (15) days, you shall forfeit your rights to the Services hereunder, including, without limitation, the registrations of the Covered Domain Names, and any Subscription Fees already paid by you shall be forfeited and unrecoverable.  Furthermore, upon the occurrence of any Event of Default, Dominion shall be entitled to:  (i) change the nameservers applicable to the Covered Domain Names such that the Covered Domain Names utilize the Dominion system, (ii) suspend or terminate any Services provided to you hereunder, and/or (iii) take full control of the Covered Domain Names and dispose of such domains names however Dominion, in its sole discretion, deems appropriate.  The foregoing remedies are in addition to any other remedies that Dominion may have.

7.              Confidentiality.  You shall treat as confidential, and not use or disclose to others, all confidential or proprietary information concerning Dominion’s business that may come into your possession during the term of this Agreement, including, without limitation, the terms of this Agreement.  Upon termination or expiration of this Agreement, you shall return or destroy such information.

8.              Additional Limitation of Liability.


(b)           Without limiting the foregoing, you acknowledge and agree that the registration of any Covered Domain Name is subject to suspension, cancellation or transfer (i) by any ICANN or ICANN-approved procedure now in effect or which may come into effect at a later date, (ii) to correct mistakes by Dominion or the registry operator in administering the Covered Domain Name or (iii) for the resolution of disputes concerning the Covered Domain Name or as a result of any government decree, rule, law or regulation, and that Dominion shall not be responsible for any claims arising in connection with such suspension, cancellation or transfer.

9.              Indemnity.  You hereby release, indemnify, and hold Dominion, ICANN, the registry operator, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of each such party harmless from and against any and all liabilities, claims, damages, costs and expenses, including reasonable attorneys’ fees and court costs, for third party claims relating to or arising under this Agreement, the Services or your use of the Covered Domain Names, including, without limitation, any breach of any of your representations, warranties, covenants or obligations set forth in this Agreement, any claim or dispute involving the Covered Domain Names or your use of the Covered Domain Names or the Services, including, without limitation, infringement or alleged infringement by you or any website or content you administer or control, of any intellectual property or other right of any person or entity, or any claim relating to or arising out of any violation or alleged violation by you of any Applicable Policies.  Dominion may seek written assurances from you in which you promise to indemnify and hold Dominion harmless from the costs and liabilities described in this paragraph.  Such written assurances may include, in Dominion’s sole discretion, the posting of a performance bond(s) or other guarantees reasonably calculated to guarantee payment.  Your failure to provide such assurances may be considered by Dominion to be a breach of this Agreement by you and may, in the sole discretion of Dominion, result in your loss of the Services.  This indemnification is in addition to any indemnification (a) required under any Applicable Policy or (b) set forth elsewhere in this Agreement.

  1. Amendment. Dominion reserves the right to amend this Agreement from time to time by giving you notice via your email address of record.  If you do not agree with any such amendment to this Agreement, your exclusive remedy is to cancel your Services.  Your continued use of the Services following notification of an amendment indicates your consent to the amended Agreement.  Unless otherwise specified by Dominion, any such amendment binds you (a) thirty (30) days after Dominion notifies you of the amendment, or (b) immediately, if such amendment is required by law or a third party service provider necessary for the provision of the Services.

11.           Applicable Policies.  Dominion’s provision of the Services hereunder is subject to the Applicable Policies.  You acknowledge that your rights to the Services are conditioned on your compliance with all Applicable Policies.  Dominion shall not be liable for breach of this Agreement if Dominion, the registry operator or ICANN takes any action with respect to the Covered Domain Names pursuant to any Applicable Policy.  The Applicable Policies are located at:

If applicable under ICANN’s Transfer Policy, you expressly agree to “opt-out” of the 60-day inter-registrar transfer lock and authorize Dominion to act as your “Designated Agent” under ICANN’s Transfer Policy to transfer registration of any Covered Domain Names, without email notifications of such transfer.

12.           Entire Agreement.  This Agreement (including the Universal Terms of Service Agreement) constitutes the entire agreement of the parties hereto, and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, with respect to the subject matter hereof.

13.           Survival.  In addition to your accrued payment obligations and your representations and warranties hereunder, Sections 5 to 12 of this Agreement will survive any expiration or termination of this Agreement.  Further, the terms and conditions of the Universal Terms of Service Agreement will survive any expiration or termination of this Agreement.