The terms and conditions of this Agreement are in addition to our general terms and conditions of service which may be viewed on our web site at www.shopforbrains.com or a copy of which will be sent to you upon request.

AGREEMENT. In this Web Design Agreement (the "Agreement") "you" and "your" refer to each customer, "we", "us" and "our" refer to shopforbrains.com, inc.and "Services" refers to the services provided by us with respect to all aspects of layout, design, implementation, and maintenance of a custom home page or world wide web site. This Agreement explains the obligations each party has to the other for the Services. By subscribing to our Services you have agreed to establish an account with us for such Services. When you use your account or permit a third party to use your account to purchase or otherwise acquire access to additional Services or to cancel your Services (even if we were not notified of such authorization), this Agreement covers such service or actions. By using the Services under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and any pertinent rules or policies that are or may be published by us.


SELECTION OF A DOMAIN NAME. We cannot and do not check whether the domain name you select, or the use you make of the domain name, infringes legal rights of third parties. It is your responsibility to investigate whether the domain name you select or its use infringes legal rights of third parties, and in particular, we suggest you seek advice of competent counsel in this regard. You may wish to consider seeking one or more trademark registrations in connection with your domain name. You should be aware that there is the possibility we may be ordered by a court to cancel, modify, or transfer your domain name. You agree that if we are sued or threatened with lawsuit in connection with your domain name, we may turn to you to hold us harmless and indemnify us.


You represent that:

(i) the data provided in the domain name registration application is true, correct, up to date and complete;
(ii) to the best of the your knowledge and belief, neither this registration of a domain name nor the manner in which it is directly or indirectly to be used infringes upon the legal rights of a third party;
(iii) that the domain name was not registered for nor shall it at any time whatsoever be used for any unlawful purpose whatsoever,
(iv) you have the authority to enter into this Agreement; and
(v) you own or have full rights to the domain name or web site.

FEES, PAYMENT AND TERM. As consideration for the services you have selected, you agree to pay us the applicable service(s) fees. All fees payable hereunder are non-refundable unless provided otherwise. This Agreement will remain in full force for an initial term of one year. The term of this Agreement will be extended automatically for an additional year upon receipt of the appropriate payment. Should you transfer your domain name or should the domain name otherwise be transferred to another registrar, the terms and conditions of this contract shall continue until the end of the calendar term or is otherwise renewed in accordance with the Agreement. You furthermore agree that should you cancel the Agreement within the first six months a cancellation fee equal to four months Service will become immediately due and payable to shopforbrains.com, inc. Should you cancel the Agreement in the latter half of the term, then a cancellation fee equal to two months Service will immediately become due and payable to shopforbrains.com.


MODIFICATIONS TO AGREEMENT. During the term of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and (2) change the Services provided under this Agreement. Any such revision or change will be binding and effective immediately on posting of the revised Agreement or change to the Service(s) on our web site, or on notification to you by e-mail or regular mail as per the Notices section of this Agreement, Section 20. You agree to review our web site, including the Agreement, periodically to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail or regular mail as per the Notices section of this Agreement, Section 20. Notice of your termination will be effective on receipt and processing by us. By continuing to use the Services following notice of any revision to this Agreement or change in Service(s), you agree to abide by any such revisions or changes. You further agree that we, in our sole discretion, may modify our Dispute Policy at any time. You agree that, by maintaining the terms and conditions of the Agreement after modifications to the Dispute Policy become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modifications, you may request that your cancellation of our Services in accordance with the cancellation terms specified below.


MODIFICATIONS TO YOUR ACCOUNT. In order to change any account information with us, you must use the Account Identifier and Password that you selected when you opened your account with us. You are responsible for safeguarding your Account Identifier and Password from unauthorized use. In no event will we be liable for the unauthorized use or misuse of your Account Identifier or Password.


DOMAIN NAME DISPUTE POLICY. If you reserved or registered a domain name, you agree to be bound by the Domain Name Dispute Policy (the "Dispute Policy") which is incorporated herein and made a part of this Agreement by reference. The current version of the Dispute Policy may be found at the ICANN web site: http://www.icann.org/udrp/udrp.htm. Please take the time to familiarize yourself with the policy.


DOMAIN NAME DISPUTES. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the Dispute Policy in effect at the time of the dispute. In the event a domain name dispute arises with a third party, you agree to indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. For any dispute, you agree to submit to the jurisdiction of the courts of your domicile, the courts of the geographic location indicated by your WHOIS information for your domain name, and the courts of the PROVINCE OF BRITISH COLUMBIA.


AGENTS. You agree that, if an agent for you (i.e., an Internet Service Provider, employee, etc.) purchased our Services on your behalf, you are nonetheless bound as a principal by all terms and conditions herein, including the Dispute Policy.


ANNOUNCEMENTS. We reserve the right to distribute information to you that is pertinent to the quality or operation of our Services and those of our service partners. These announcements will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance your identity on the Internet.


INFORMATION. As part of the Service Package you've selected, you agree to: (1) provide certain current, complete and accurate information about you as required and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information (the "Account Information"). By completing and submitting this Agreement you represent that the information and statements in your application are true. You are obliged to provide us the following information:

(i) Your name and postal address (or, if different, that of the domain name holder);
(ii) The domain name being Serviced;
(iii) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the administrative contact for the domain name;
(iv) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the billing contact for the domain name;
(v) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the hosting service for the domain, or web site;
(vi) Any voluntary information we request such that we can continue to improve the products and services offered to you.

DISCLOSURE AND USE OF REGISTRATION INFORMATION. We will provide information you submit in registering a domain name or updating related information to our employees, consultants, agents or service partners on a need-to-know basis, to the administrator of the registry for the top-level domain in which you are registered, to operators and users of the Internet making WHOIS queries concerning your domain-name registration, to the Internet Corporation for Assigned Names and Numbers (ICANN) (which provides technical coordination for the Internet), and to escrow agents, auditors, WHOIS service providers, registrars, and replacement registrars that ICANN may designate.

You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name (including any updates to such information), whether during or after the term of your registration of the domain name. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of your domain name registration information by us.

You may access your domain name registration information in our possession to review, modify or update such information, by accessing our domain manager service, or similar service, made available by us.

We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Agreement. We will take reasonable precautions to protect the information we obtain from you from loss, misuse, unauthorized access or disclosure, alteration or destruction.

In providing personal information about other individuals (such as someone in whose name you are registering or the domain name's administrative or billing contacts), you represent that you have notified them of the purposes for which the information will be used, the recipients of the information, and how they can access and correct the information, and that you have obtained their consent.

The above provisions are in addition to the terms of our Privacy Policy.

LIMITATION OF LIABILITY. You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). We and our contractors or agents or service partners shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of alternate services. In Provinces that do not allow the exclusion or limitation of liability for consequential or incidental damages, our liability is limited to the extent permitted by the law in such Provinces. We disclaim any and all loss or liability resulting from, but not limited to loss or liability resulting from: (1) access delays or access interruptions; (2) non-delivery or mis-delivery of data; (3) acts of God; (4) the unauthorized use or misuse of your Account Identifier or Password; (5) errors, omissions, or misstatements in any and all information or Services(s) provided under this Agreement; (6) the development or interruption of your Web site or email service. The registrant agrees that we will not be liable for any loss of registration and use of registrant's domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum liability exceed five hundred ($500.00) dollars.


INDEMNITY. You agree to release, indemnify, and hold us, our representatives, contractors, agents, service partners, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you, or third parties using the Service from your computer, of any intellectual property or other proprietary right of any third party or entity, or from the violation of any of our operating rules or policy relating to the Service(s) provided. You also agree to release, indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. When we are threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a breach of your Agreement and may result in cancellation of this Agreement.


BREACH. Your failure to abide by any provision of this Agreement, operating rule or policy or the Dispute Policy provided by us, may be considered a material breach and we may provide written notice, describing the breach, to you. If within thirty (30) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, we may terminate the Service without further notice. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach by you.


NO GUARANTY. Registration or reservation of your chosen domain name does not confer immunity from objection by third parties to the registration, reservation, or use of the domain name.


DISCLAIMER OF WARRANTIES. You warrant that the information you provide in order to register for our Services is, to the best of your knowledge and belief, accurate and complete, and that any future changes to this information will be provided to us in a timely manner according to the modification procedures in place at that time. You agree that your use of our Services is solely at your own risk. Such Service(s) is provided on an "as is," "as available" basis. We expressly disclaim 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 Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the our Service or that defects in the Services software will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the our Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.


REVOCATION. We reserve the right to cancel the use of our Services if the information that you provided for those Services, or subsequently to modify it, contains false or misleading information, or conceals or omits any information we would likely consider material to our decision to provide the Service to you.


RIGHT OF REFUSAL. We, in our sole discretion, reserve the right to refuse to provide our Services within thirty (30) calendar days from receipt of your payment for such Services. In the event we do not provide the Services for which you have agreed within such thirty (30) calendar day period, we agree to refund any fee(s) paid by you. We shall not be liable to you for loss or damages that may result from our refusal to provide those Services.


SEVERABILITY. If any term or provision of this Agreement is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.


NON-AGENCY. Nothing contained in this Agreement or the Dispute Policy shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.


NON-WAIVER. Our failure to require performance by the Registrant of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.


NOTICES. Any notice, direction or other communication given under this Agreement shall be in writing and sent via e-mail to us at webteam@shopforbrains.com, or by regular mail to:

Web Team
shopforbrains.com, inc.
Suite 210, Bldg. 151,
10090 - 152 Street
Surrey, B. C. V3R 8X8

Notice to you shall be sent via e-mail at the e-mail address provided by you at the time of registration or as updated from time to time, or via regular mail to the mailing address provided at the time of registration or as updated from time to time. In the case of e-mail, valid notice shall be deemed to have been given when an electronic confirmation of delivery has been obtained by the sender. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. (pacific standard time) and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.

ENTIRETY. This Agreement, the rules and policies published us and the Dispute Policy are the complete and exclusive Agreement between us regarding the Services. This Agreement and the Dispute Policy supersede all prior agreements and understandings, whether established by custom, practice, policy or precedent.


GOVERNING LAW. This Agreement shall be governed by and interpreted and enforced in accordance with the PROVINCE OF BRITISH COLUMBIA and the FEDERAL LAWS OF CANADA applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the PROVINCIAL courts located in NEW WESTMINSTER, B.C., CANADA and you irrevocably consent to the jurisdiction of such courts.


INFANCY. You attest that you are of legal age to enter into this Agreement.


ACCEPTANCE OF AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN OUR WEB DESIGN OR MAINTENANCE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

© 2001 shopforbrains.com, inc. All rights reserved.

Updated: October 27, 2001