1.0  BINDING EFFECT.

Whereas VISIONxe Inc. (VISIONxe)  is the owner and controller of a suite of Online-Billboards, each of which is addressed by a Domain Name, VISIONxe offers you (CLIENT) the service of these Online-Billboards, or Domain Name only, for specific periods of time, for specific  fees, with the specific service provided being described on the site visionxe.com (the “SITE”), under the terms and conditions specified in this AGREEMENT. By using the services available from, and offered and described by the SITE, CLIENT warrants that CLIENT fully understands and agrees to be bound by this Services Agreement (“AGREEMENT”) as amended and/or supplemented from time to time by VISIONxe at its sole and absolute discretion. It is your responsibility to review this Agreement periodically, and if at any time you find this Agreement unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU POSSESS THE ADEQUATE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT.

2.0  SCOPE OF SERVICE

CLIENT will use, display on, or propagate the contracted Online-Billboard, or use the contracted Domain Name, for any purpose which is in keeping with the terms of this contract. This contract is offered only to legally established Marketing and Advertising Agencies, Corporations, Professionals, and Governmental Agencies.

3.0  OWNERSHIP OF DOMAIN NAMES

3.1 VISIONxe retains full title to the contracted Online-Billboards and contracted Domain Names, notwithstanding the use of the same afforded to the CLIENT, subject only to the rights of CLIENT as a mere bailee of the Online-Billboard and/or Domain Name, with the right only to use the Online-Billboard and/or Domain Name in accordance with, and under this service agreement.

3.2  CLIENT acknowledges that no representation has been expressed or implied, written or oral, that has granted any other rights to the Online-Billboard or Domain Name, except those stated herein, to CLIENT or its employees, agents, successors, assigns or nominees. THIS AGREEMENT CONFERS NO TRADEMARK RIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS IN THE DOMAIN NAME.

3.3  CLIENT will have exclusive rights to a contracted Online-Billboard and or Domain Name, during and for the period covered by this AGREEMENT. VISIONxe cannot sell, rent, transfer, or convey the Billboard and/or Domain Name to any other person or entity during this period.

4.0  COMPLIANCE

4.1 CLIENT, in its use of the Online-Billboard and/or Domain Name, shall comply with all applicable laws whether state, provincial, federal, national or international.

4.2  VISIONxe has the sole authority to refuse or to discontinue this agreement at any time if it deems that the site to which a contracted Domain Name is forwarded, or CLIENT intends to forward to, engages in:

• Posting, transmitting, or facilitating in the promotion of illegal content or illegal products and services.
• Promoting material, products and/or services to harass, threaten, embarrass, slander, or defame a third party.
• Transmitting or facilitating distribution of content that is libellous, threatening, harassing, abusive, racially or ethnically offensive, vulgar, sexually explicit, obscene, defamatory, or objectionable.

or is used for a purpose that infringes on the intellectual property rights, copyright or trademark of a third party.

In the event of such a cancellation, CLIENT will be refunded the prorated balance of the most recent monthly payment within 30 days of the cancellation.

5.0  CLIENT’S OBLIGATIONS TO ENSURE ENTITLEMENT TO USE DOMAIN NAME(s).

VISIONxe does not sell its Online-Billboards and/or Domain Names, but offers same to its clients to be used only for transient, time-specific advertising campaigns. The domain names contracted, must be reflective of words used in the campaign, extolling the virtues or benefits of the product or service or calling to action.

Without limitation, the following are not included in the Services: VISIONxe cannot and does determine whether the Domain Name(s)  CLIENT selects, or the use CLIENT makes of the Domain Name(s), or other of the Service(s), infringes legal rights of others. . THE USE OF THE DOMAIN NAME MUST BE FOR LEGAL USE ONLY.  It is the responsibility of CLIENT to know whether or not the domain name CLIENT selects or any use the name is put to, infringes legal rights of others.

6.0 TRADEMARK OR COPYRIGHT CLAIMS.

6.1 VISIONxe is a service provider and respects the copyrights, trademarks and other intellectual property rights of others. To the extent VISIONxe receives a proper notice of infringement of copyright, trademark or other intellectual property, VISIONxe reserves the right to access, preserve and disclose to third parties any of CLIENT’s information or data (including personally identifiable information and private communications) related to a written complaint of infringement, if VISIONxe believes in its sole discretion that such access, preservation, or disclosure is necessary or useful to respond to, or otherwise address, such complaint.

6.2  VISIONxe might be ordered by a court to discontinue the use of a domain name; VISIONxe will make all reasonable effort to contact and inform CLIENT in such a case. It is CLIENT’s responsibility to list accurate contact information in association with your account and to communicate with litigants, potential litigants, and governmental authorities. It is VISIONxe’s responsibility to forward court orders or other communications to you. VISIONxe will comply with court orders unless CLIENT contacts VISIONxe to contest the order. In appropriate circumstances VISIONxe expressly reserves the right to terminate the contract, or the access rights of CLIENT, to a domain name for copyright infringement. 

7.0 INVALIDITY OR SEVERABILITY

7.1 If there shall be any conflict between any provision of this  AGREEMENT and any law, regulation or decree affecting this AGREEMENT, the provision of this AGREEMENT so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but otherwise it shall not render null and void other provisions of this AGREEMENT.

8.0   INDEMNITY

8.1  CLIENT agrees to indemnify and hold harmless VISIONxe against all damages, losses or liabilities which may arise with respect to the use of the contracted Online Billboard and/or Domain Name by CLIENT or its agents, or by any other party given access or privileges, by CLIENT, to the use of the Online-Billboard and/or Domain Name.

CLIENT shall indemnify VISIONxe for certain of CLIENT’s acts and omissions. CLIENT agrees to indemnify, defend, and hold harmless VISIONxe, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from CLIENT’s access to or use of the VISIONxe’s service, its websites, or CLIENT’s  violation of these Terms of Service, or CLIENT’s infringement, or infringement by any other user of CLIENT’s account, of any intellectual property or other right of any person or entity. VISIONxe will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

9.0  NO WARRANTIES ON SERVICES OF THIRD PARTY SITES

VISIONxe may offer the services of third party sites on an “as is” basis. VISIONxe, its affiliates, subsidiaries, officers, directors, employees or agents do not make any express or implied warranties, representations, endorsements or conditions with respect to the said third party Sites, their claims, features, functionality, performance, uptime, usefulness, currency, reliability, or fitness for a particular purpose. Further, VISIONxe does not represent or warrant that the third party Sites will be always available and meet your requirements, that access or service will be uninterrupted, that there will be no delays, downtime, failures, errors, loss of functionality, discontinuation of features, or degradation of service, or that no viruses or other contaminating or destructive properties will be transmitted by such sites, or that no damage will occur to your computer system or computer devices of audience accessing such sites.

It is the responsibility of CLIENT to determine the applicability, usability, usefulness, benefit, reliability, of any third party sites or services.
10.0  DISCLAIMER OF WARRANTIES

VISIONxe EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE ONLINE-BILLBOARD AND/OR DOMAIN NAME WILL MEET YOUR REQUIREMENTS, OR THAT THE AVAILABILITY OF THE DOMAIN NAME THROUGH A DNS HOST PROVIDER WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES VISIONxe MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ONLINE-BILLBOARD AND/OR DOMAIN NAME, OR ANY RELATED OR INCIDENTAL SERVICE VISIONxe PROVIDES.

11.0  INTERRUPTION OF SERVICE.

Either Party shall be excused from any delay or failure in performance required here-under if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war or terrorism, fire, insurrection, laws, proclamations, edits, ordinances or regulations, downtime of servers, disruption of communications or non-performance of third party providers for whatever reason. 

12.0  EFFECT OF TERMINATION

In the event that either Party shall be in default of any of its obligations under this AGREEMENT and shall fail to remedy such default within thirty (30) days after written notice thereof, the Party not in default shall have the option of terminating this AGREEMENT by giving written notice of termination with an immediate effect, to the defaulting Party.

Termination of this AGREEMENT shall not affect the rights and obligations of the Parties accrued prior to termination. Upon termination or expiration of this AGREEMENT, any provisions herein which are intended to continue and survive such termination or expiration shall survive expiration or termination of this AGREEMENT.

13.0 REFUND, CANCELLATION or CHANGE POLICY

Terms:

Contract Start Date is the date on which the Online-Billboard and or Domain Name is booked and paid for.

Usage Period is the period in which the Online-Billboard and/or Domain Name will be utilized as booked and paid for.

Visionxe Inc. prides itself in providing exceptional service and see ourselves as partners to other professionals in the advertising ecosystem.

We understand that from time to time our clients may pay for a service and for some reason may want to cancel the service contracted for, reduce the length of time for which it is contracted, or change the Domain Name selected to another more appropriate Name.

VisionxeInc.  guarantees a full refund for contracted service in the following instances:

1. Cancellation anytime before the start date of the Usage Period.

2. In the event that the Usage Period has started, a contract may be cancelled with full refund if the date of cancellation is within ten days of the Contract Start Date.

3. In the event that Visionxe, for whatever reason is unable to provide the service or level of service as specified on its website.

In the event that a cancellation is desired for reasons other than the above mentioned, Visionxe Inc. will bill client up to the end of the month in which the request was made.

If a client wishes to change the Domain Name to one which they consider to be more appropriate, before the start date of the Usage Period, then Visionxe will facilitate the change of the Domain Name with no additional charge except in the case where the newly selected Name is in a different “Class” and costs more, or less, per month. In the case where it costs more, the difference will be charged to the client, and in the case where it costs less a credit will be kept on account for the client. This is all subject to the availability of the newly desired Domain Name.

If the client wishes to change the Domain Name after the Usage Period starts, Visionxe Inc. will ‘swap’ the Name, at no additional charge to the client, except in the case where the new Name costs more, or less, per month. If it costs more the difference will be charged to the client. If it costs less the contracted fee for the higher cost Domain Name remains in force, and no reduction or refund will be issued.

If client wishes to stop using the service of  Visionxe Inc. and wishes to cancel or wishes to make changes to the contract, or have any questions, comments or concerns about our refund, cancellation or change policy, client should contact us at admin@visionxe.com. Client must include their full name, company name, account number and the service client wants cancelled or changed. “CANCEL ORDER or CHANGE ORDER” must be included in the subject line.

All cancellation, refunds, change requests must be made in writing.

Requests will not be considered valid unless and until client receives confirmation from Visionxe Inc’s billing department. The confirmation given by the billing department will act as a proof of the cancellation, or proof of receipt of a request for change of service.

14.0  NOTICES

14.1 All notices required to be given by one party to the other under this AGREEMENT shall be delivered by hand or sent by express mail to the address of the addressee, or sent by electronic means capable of producing a readable hard copy, including email and facsimile.

14.2 Notices shall be deemed to have been received:

(a) If sent by express mail, two days after delivery with signature verified from recipient.

(b)  If delivered by hand, on the day of delivery.

(c)  If sent by electronic means, at the time of transmission if transmitted during business hours and, if not during business hours, one hour after commencement of the next working day following the day of transmission. 

15.0 . NO LICENSE.

Nothing contained on VISIONxe’s websites or in this AGREEMENT should be understood as granting CLIENT, its affiliates, subsidiaries, officers, directors, employees or agents  a license to use any of the trademarks, service marks, or logos owned by VISIONxe or by any third party referenced in the contract or referenced on the websites of VISIONxe.

16.0  GOVERNING LAW AND JURISDICTION

The services offered by VISIONxe are administered from its offices in Canada. This AGREEMENT will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any principles of conflicts of laws.  You hereby agree and consent that all disputes, controversies or claims arising out of or in connection with use of the service shall be submitted to and be subject to the jurisdiction of the courts of the Province of Ontario. You submit and attorn to the exclusive jurisdiction of the courts of the Province of Ontario to finally adjudicate or determine any suit, action or proceeding arising out of, or in connection with the use of the service offered by VISIONxe.

17.0  MODIFICATIONS

VISIONxe may, in its sole discretion and without prior notice, (a) revise this Agreement; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. VISIONxe shall post any revision to this AGREEMENT to the Site, and the revision shall be effective immediately on such posting. CLIENT agrees to review this Agreement and other online policies posted on the Site periodically to be aware of any revisions. CLIENT agrees that, by continuing to use or access the Site following notice of any revision, CLIENT shall abide by any such revision.

16.0 ENTIRE AGREEMENT

15.1 This AGREEMENT is the complete and exclusive agreement between VISIONxe and CLIENT.  This AGREEMENT supersedes all prior agreements and understandings, whether established by custom, practice, policy or precedent.

17.0 ACKNOWLEDGEMENT

BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.