Terms Of Service

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Terms Of Services

Terms Of Service

All Customers of Smartweb's services are subject to the terms and conditions contained in the User Agreement. The User Agreement is a legal contract between Smartweb and the User that contains the rights, duties and obligations of Smartweb and the User.

User Agreement

  1. As a precondition and requirement to use the services available via smartweb.com.ng, you, for yourself and for the company or other person(s), if any, you represent ("Subscriber" or "Subscribers", as applicable), hereby accept and agree to be legally bound by these Terms of Service ("Terms"). These Terms are effective immediately between the Subscriber and Smartweb Nigeria Limited Each Subscriber is subject to these Terms, and by using Smartweb Nigeria Limited services, network and/or systems (collectively the "Services"), Subscriber agrees to be legally bound by and subject to all terms and conditions contained in these Terms, including as well all usage policies and other policies herein. To the extent not inconsistent therewith, these Terms are also incorporated into the individual service agreement, if any, of each Subscriber.
  2. Subscriber represents and warrants that, if an individual, Subscriber is at least 18 years old and otherwise legally competent in all respects to, or, if an entity, Subscriber is a corporation, limited liability company, partnership, or other legal entity duly formed and in good standing, as applicable, and possesses all legal authority and power to accept and be bound by these Terms. Additionally, Subscriber represents and warrants that neither it, she, or he (as applicable), nor any entity it, she or he represents, is prohibited under any part of section 17 of these Terms from registering or signing up with or otherwise subscribing to or receiving any of the Services from Smartweb. Further, Subscriber represents and warrants all information provided by Subscriber to Smartweb has been and is complete, accurate, and current, and that Subscriber shall continue to provide complete, accurate and current information to Smartweb in connection with all registration or renewal processes and further agrees to update all such information as necessary to maintain complete, accurate and current information. Although Subscribers of paid services offered through Smartweb must be at least eighteen (18) years of age and otherwise legally competent to accept and be legally bound by these Terms, a parent or legal guardian of a minor may obtain an account on the minor's behalf, and by doing so, consents to such minor's use of the Services. Subscribing parents and legal guardians each for herself or himself, as applicable, accept and agree to be legally bound by these Terms, and assume full responsibility and liability associated with any failure of compliance with the Terms in connection with said minor's use of any of the Services.
  3. Smartweb intends to provide the best possible web hosting service to each of its Subscribers. Smartweb is also dedicated to staying abreast of new and available technologies that will better serve our Subscribers. However, due to changing technologies, changing laws and the individual and collective needs of our Subscribers, Smartweb reserves the right, in its sole discretion, to change, modify, add or remove all or any part of these Terms at any time with or without notice.
  4. Subscribers may view the most current version of these Terms at smartweb.com.ng/tos.html. Any use of the Services by Subscriber, after changes, modifications, additions or deletions to these Terms are posted on the smartweb.com.ng website, shall constitute Subscriber's acceptance of all such changes, additions, modifications or deletions. If a Subscriber does not agree to any such alterations to these Terms, the Subscriber's sole and exclusive remedy is to cancel the Subscriber's account as set forth in Section 4 below.
  5. If Smartweb makes a significant change to these Terms, as determined in its sole discretion, Smartweb will post a notice that we have made significant changes to the Terms on the smartweb.com.ng website for at least thirty (30) days after the changes are posted and will indicate at the bottom of these Terms the date these Terms were last revised.
  6. If Subscriber is registering a new domain name with Smartweb, or using or transferring a previously registered domain name in conjunction with Subscriber's use of the Services, Subscriber hereby acknowledges and agrees that Subscriber's use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN").

Account Setup and Changes

a) Domain Names: If Smartweb shall acquire an Internet Domain Name on behalf of the customer, then in such case the Customer hereby waives any and all claims which it may have against Smartweb any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by Smartweb for any reason. Smartweb may identify itself at the time of registration or at a later date as one of the Domain Name contacts in order to administrate the Domain Name.

i) Registration: It is your responsibility to verify that the registration of your domain name is complete. And, when the domain name registration comes up for renewal, the Domain Name Registration Company ordinarily will email the contact for your domain to remind you it will soon expire. If you do not keep your domain name's registration current, then the domain registration will expire and the domain would then become available for others to register. It is your responsibility to be certain that you keep your domain name registered.

ii) Changes: There is a one-time fee of =N= 2,000 for replacing an existing account domain name with another domain name, whether from spelling error(s) or other purposes.

Payment Policies, Fees and Refunds

a) Payment: Full payment is required before any hosting service is rendered, which includes renewals. Prepayment is due each anniversary (one month, three month, six month, one year, two years) following the date the account was established. For international customers, if you are sending a check/money order the amount must be drawn in US dollars.

b) Taxes and Other Payments: All prices and fees payable to Smartweb Nig Ltd hereunder are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future, and therefore, prices are subject to an increase equal in amount to any tax Smartweb may be required to collect or pay upon the sale or delivery of such services. If a certificate of exemption or similar document or proceeding is to be made in order to exempt the sale from such tax liability, Customer will obtain and pursue such certificate, document or proceeding prior to Service activation.

c) Billing and Invoicing All payment-due notices will be sent by electronic mail. No bills or invoices will be sent by postal mail or fax. You must notify Smartweb within 60 days of receipt of the payment due notice if you have a dispute with the amount due. If your web site has an overdue balance, Smartweb automated billing system will suspend your account until you pay the overdue balance. Please note that it is your responsibility to keep your account current. You can check your account balance at any time by clicking "billing history" in your account's control panel. Billing will continue until you cancel your hosting account. Smartweb reserves the right to change prices at any time.

d) Refunds: Domain registration, one time upgrade and maintenance fees and setup fees are nonrefundable. We do not refund partial-recurring fees. Smartweb will only allow for the refund if cancellation is not the fault of the client, as determined by Smartweb. Accounts closed for violating Smartweb policies do not qualify for a refund. Smartweb refund policy does not apply to any additional items or services; this includes but is not limited to Data Storage, Data Transfer, MySQL Databases, FTP Logins, and Sub Domains. Also not included are Domain Registrations as well as Reseller programs. Because it is not possible to return a Miva license that you may have received, your refund amount will be reduced by the amount you were charged for the Miva license. Shared hosting' refund will be reduced N2,200 for domain name. Please allow at least 1 week for refund, All smartweb Refund are via Online payment system and Client is responsible for any Bank Charges.

e)30-Day Money Back Guarantee: Every hosting account with Smartweb features a 30-day money back guarantee. If you choose to cancel your account within the first 30 days and notify us, we will refund all routine account fees, exclusive of any set up, one time upgrade and maintenance fees, overage charges or domain names fees. If your plan includes a free domain name and you cancel within the first 30 days, a fee for the domain will be deducted from your refund. Accounts closed after 30 days do not qualify for refund of any pre-paid fees. Cancellations over the telephone and informal email are not accepted. The 30 day money back guarantee does not apply to reseller accounts, or any fees associated with these accounts. Accounts cancelled/terminated by Smartweb for violating Smartweb policies do not qualify for the 30-day money back guarantee. For example, if your account is cancelled due to spamming, you will not be given any refund. Only first-time accounts are eligible for a refund. For example, if you've had an account with us before, canceled and signed up again, you will not be eligible for a refund or if you have opened a second account with us.

f) Cancellation: You may cancel at anytime. The customer is responsible for all money owed on the account from the time it was established to the time that the customer notifies Smartweb of cancellation. Accounts closed after 30 days do not qualify for refund of any pre-paid fees such as multi-year plans. Domain registration fees, one time upgrade and maintenance fees and setup fees are non refundable. To cancel your account, please notify us by completing the form located here.

Phone requests and email will not constitute acceptance of any cancellation. Notification of cancellation must be received at least five business days prior to your cycle date, with the cycle date being the day of the month you sign up, in order to avoid charges in full for the next cycle. It is the Clients Responsibility to secure email confirmation from Smartweb that account has been cancelled. If the client has not yet received email confirmation of account cancellation, then the account remains active, and you will continue to be invoiced. If Client has a balance due at the time of cancellation, this balance must be paid in full. Cancellation does not absolve Client of any outstanding financial obligations. All Smartweb accounts must be paid in full before the cancellation will be considered complete. Transferring your domain to another provider or nonuse of your hosting account does not constitute canceling your account. You must notify Smartweb to formally cancel your account and avoid further charges.

Website Content Policy

All Services provided by Smartweb may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United States Federal, State or City law, and Nigerian Law or in violation of the laws of any country, is prohibited. This includes, but is not limited to: copyrighted material, trademark, intellectual property, material we judge to be threatening or obscene, material that advocates or calls for the commission of crimes or civil harms to any person, group of people, corporation, country, or any entity, or material protected by trade secret and other statute without proper authorization. The subscriber agrees to indemnify and hold harmless Smartweb from any claims resulting from the use of the Service which damages the subscriber or any other party.

Pornography is prohibited on all Smartweb servers. This includes sites that may infer sexual content, or links to adult content elsewhere. Smartweb will be the sole arbiter in determining violations of this provision.

We reserve the right to refuse service to anyone. Any material that, in our judgment, is obscene, threatening, illegal, or violates our terms of service in any manner may be removed from our servers (or otherwise disabled), with or without notice.

Failure to respond to email from our abuse department within 48 hours may result in the suspension or termination of your services. All abuse issues must be dealt with via trouble-ticket /email and will have a response within 48 hours.

If in doubt regarding the acceptability of your site or service, please contact us and we will be happy to assist you.

Resellers: we will suspend the site in question and will notify you so you may terminate the account. We will further monitor your activity; more than one infraction of this type may result in the immediate termination of your account.

Direct customers: Your services will be terminated with or without notice. Any illegal activity, including adult content, links to adult content web sites, spamming or hacking will result in your site being shut down and all your files deleted without warning.

Hosting space is intended for normal use only, and is limited to Web files, e-mail and content of the hosted Web sites, not for storage of media or other data. Hosting space may not be used as offsite storage for electronic files or for third party electronic mail or FTP hosts. You are responsible for removing any files which do not meet these requirements, and for adhering to any hosting space (disk usage) limits allocated to your account(s). Failure to do so may result in removal and deletion of such materials, and/or in discontinuation of your services or account, which actions we may take in our sole discretion.

Each account comes with its own cgi-bin. You are free to use any CGI scripts you wish, however we reserve the right to disable any CGI script that effects normal server operation or service to other Smartweb customers. You will be notified about offending cgi script that has been disabled. No chat room or similar scripts allowed.

Also prohibited are sites that promote any illegal activity or present content that may be damaging to Smartweb servers or any other server on the Internet. Links to such materials are also prohibited.

Smartweb will be the sole arbiter as to what constitutes a violation of website content restrictions.

Examples of unacceptable material on all Shared and Reseller servers include:

Topsites

IRC Scripts/Bots

Proxy Scripts/Anonymizers

Pirated Software/Warez

Image Hosting Scripts (similar to Photobucket or Tinypic)

AutoSurf/PTC/PTS/PPC sites

IP Scanners Bruteforce Programs/Scripts/Applications

Mail Bombers/Spam Scripts

Banner-Ad services (commercial banner ad rotation)

File Dump/Mirror Scripts (similar to rapidshare)

Commercial Audio Streaming (more than one or two streams)

Escrow/Bank Debentures

High-Yield Interest Programs (HYIP) or Related Sites

Investment Sites (FOREX, E-Gold Exchange, Second Life/Linden Exchange, Ponzi, MLM/Pyramid Scheme)

Sale of any controlled substance without prior proof of appropriate permit(s)

Prime Banks Programs

Lottery Sites

MUDs/RPGs/PPBGs

Hateful/Racist/Harassment oriented sites

Hacker focused sites/archives/programs

Sites promoting illegal activities

Forums and/or websites that distribute or link to warez/pirated/illegal content

Bank Debentures/Bank Debenture Trading Programs

Fraudulent Sites (Including, but not limited to sites listed at aa419.org & escrow-fraud.com)

Mailer Pro

Acceptable Use Policy: eMail Policy: Smartweb may not be the source, intermediary, or destination address involved in the transmission of any unsolicited email, email bombs, hate email, or any mass email. Your email account may not be referenced as originator, intermediary, or reply-to address of such email. We consider mass email any email message sent to more than 150 emails/hour; this limit does not apply to virtual private server accounts. Client is responsible for keeping email storage on each POP3 box below 300 MB. This is normal for most accounts since email is typically downloaded from the server on a regular basis using an email client such as Outlook, Outlook Express or Eudora. In most cases, emails are limited to 10MB per file size.

Spam Policy: Smartweb is committed to a zero-tolerance, anti-Spamming policy. Under this policy, we prohibit Spam, or any unsolicited commercial email, from being sent either: Over the Smartweb, by customers or any other users of the Smartweb network (including customers' customers); and/or over ANY network- if the message sent advertises or mentions a site hosted on the Smartweb server.

We react quickly and seriously to violations, and we further reserve the right to terminate the services, without prior notice, of any customer disregarding this policy. Sending unsolicited commercial email (a.k.a. "spam"), cross-posting messages to a large number of Usenet groups, posting obscene or threatening messages while using or referring to a Smartweb email address or web site URL is prohibited. The use Smartweb servers as a mail drop for responses to activities described above is also prohibited.

Additional Shared Hosting Account Restrictions Using a shared hosting account as a backup/storage device is not permitted, with the exception of one Smartweb panel backup of the same account. Please do not take backups of your backups. Shared accounts may not resell web hosting to other people, if you wish to resell hosting you must use a reseller account. In some cases, Smartweb may not establish a specific amount of Bandwidth and/or Disk Usage, and refer to that as "Unlimited" disk space or bandwidth. In all cases, the Services are intended for normal use only, and any activity that results in excessive usage that is inconsistent with normal usage patterns is strictly prohibited. Smartweb reserves the right to suspend, discontinue or delete the accounts of Users whose disk space or bandwidth utilization results in or presents the risk of degradation of service to other customers, regardless of the amount of disk space or bandwidth included in the User's plan

Excessive Service Usage

Customers are restricted from using excessive amounts of CPU processing, network bandwidth or other resources provided by Smartweb. Judgments of excessive usage are determined solely by Smartweb and will be considered in comparison to other Smartweb customers using similar services and paying Smartweb similar rates. Smartweb may contact customers with resource intensive requirements and attempt to accommodate such needs. In the case that an agreement cannot be made to the satisfaction of both Smartweb and the customer, and that the customer continues to use excessive resources, Smartweb reserves the right to immediately terminate any customer account associated with excessive resource usage. Accounts or services involved in excessive resource usage may be suspended or terminated immediately by Smartweb without prior notice.

Examples of excessive resource use abuse:

a) Use 25% or more of system resources for longer then 90 seconds. There are numerous activities that could cause such problems; these include: CGI scripts, FTP, PHP, HTTP, etc. b) Run stand-alone, unattended server-side processes at any point in time on the server. This includes any and all daemons, such as IRCD. c) Run any type of web spider or indexer (including Google Cash / AdSpy) on shared servers. d) Run any software that interfaces with an IRC (Internet Relay Chat) network. e) Run any bit torrent application, tracker, or client. You may link to legal torrents off-site, but may not host or store them on our shared servers. f) Participate in any file-sharing/peer-to-peer activities g) Run any gaming servers such as counter-strike, half-life, battlefield1942, etc h) Run cron entries with intervals of less than 15 minutes when using PHP include functions for including a local file; include the local file rather than the URL. Instead of include("http://yourdomain.com/include.php") use include("include.php")

Bandwidth/Transfer/Traffic Usage

Smartweb allows for very generous traffic, and most sites never exceed 4 G per month, unless they offer shareware, sound, video, image and multimedia archives, are mirror sites or any site whose primary purpose is file distribution. Smartweb customers are discouraged from storing any files that cause excessive traffic on Smartweb servers. Please contact Smartweb web hosting technical support team for more information. Again, 99% of the sites do not fall into this category and never reach Smartweb traffic limits.

We reserve the right to refuse service to anyone for any reason not prohibited by law. Also we reserve the right to terminate service to any customer for any reason not prohibited by law.

Any deliberate attempt to cause damage to Smartweb or any other Internet servers will result in immediate account deactivation without prior notice. No refund is given in this case.

You will be charged for transfer that you use beyond the defined data transfer limits without prior notification. You can setup your account to notify you via email when you are nearing your data transfer limit. Just click on "Account Management" and setup the notification. You can monitor your monthly transfer that you have used in the "Resource Meter" area of your control panel and you can add more transfer to your account at any time by clicking on "Upgrade CP" in your control panel. Just upgrade to a higher plan. If you need additional bandwidth transfer above what is allowed with a higher hosting package, please contact us and we will be happy to assist you. Please note that it is your responsibility to make sure that you have sufficient bandwidth transfer remaining for your web pages. If your web site has used all the bandwidth transfer that you have purchased, Smartweb system will suspend your account until you contact us to purchase additional bandwidth transfer.

Resellers

Resellers provide billing to their end customers. Smartweb bills the Reseller for the reseller's plans, domain and other add-on items used by the end customers. Actual or attempted violations of policy by a customer's end user shall be considered violations of the policy by the customer regardless of intention and will be acted upon accordingly. The Reseller's customers are given a limited amount of transfer and if we feel that one of your customers is using up more transfer than allocated or is taking up too much of the CPU usage then we will need to pass some of the extra cost on to the reseller. You will need to put that in your terms and conditions for the hosting. Reseller agrees that they or their customers can not hold Smartweb responsible for services that reseller offers. Reseller's customers must abide by the same terms and conditions as reseller. If Reseller abuses Smartweb services, we reserve the right to cancel your account, which will also cancel reseller's customers accounts.

Data Backups and Data Loss

Backup  is provided for the courtesy of the subscriber. It is the sole responsibility of the subscriber to maintain the subscriber's own backup of any data. Smart web Nigeria Limited. is not responsible for any lost of data

Privacy Policy

The Privacy policy below describes how Smartwebng.com (the Company) collects and uses information about its customers and website visitors (The Users)

What information is collected from the User by the Company?

Different types of personally identifiable information are collected from the user by the Company in order for the company to be able to provide its services. These includes, but is not limited to: name, mailing address, telephone numbers, email addresses and other information that may be needed for providing the services requested by the User. All this information is provided voluntarily by the User through various order forms, email messages sent to the Company, submit forms, identification forms of LiveChat, information provided by the telephone etc.

The Company also collects different types of non-personally identifiable information about its website visitors. These include but are not limited to referral URL's, Users' IP addresses, Users' use of website, information about the browsers used by the User, etc. Some of this information is collected through Cookies, which are small pieces of data that are sent to your browser from a web server and are stored on your computer's hard drive and help the Company identify the User. The user has the choice to modify his/her browser and thus to reject the Company's cookies.

How does the Company use the collected User's information?

The company uses the collected User's information mainly to provide the service requested by the User. It is used for initial service provision and ongoing User's support. The information can also be used by the Company for sending periodic emails announcing important service changes, new features, technical issue updates and news, different promotions etc. The Users may decide NOT to receive such emails by replying to any of them with "Unsubscribe" in the subject. The information is also used for improving the Company's effectiveness. Based on the data collected the company tries to improve its advertising and sales efforts, website layout and content and to make the overall experience of the User more rewarding. The information can also be used for resolving ownership and other disputes and enforcing agreements between the Company and the User.

Does the company disclose User's information to third parties?

The Company may disclose the Users' personal information to its business partners, independent contractors or other third parties together with whom the Company provides its services. For example: the Credit card information of the User may be provided to the card issuing bank, or other partnering entity involved in the payment processing for payment confirmation and verification; the personal information of anyone, who uses the domain name registration services of the Company, is available in the public WHOIS searches as required by the domain name registration regulations; User's personal and business related information may be provide to the SSL certificate provider with whom the Company cooperates for providing the SSL certificate service to the User, etc. The use of the data provided by the Company to these partnering service providers is governed by their own Privacy Policies and is beyond the Company's control.

The Company may also disclose the User's personal information if this is required by law, or the Company believes in good faith that it has to do so to protect the rights and the property of Company or its customers.

The Company may also transfer personal information of its Users in connection with a sale of the Company's business.

What is done by the Company to prevent loss, misuse or alteration of the User's information?

The company guarantees that it applies strictly all the industry standard security measures to protect the personal information collected from its users. These include but are not limited to: password protected access to the personal information, limited access to the sensitive data, encrypted transfer of sensitive data submitted by the User through the Company's order forms, login forms etc. However, there may be security and privacy limitations which are beyond the Company's control. By choosing to provide personal information to the Company the user understands and agrees that the security, integrity and privacy of his/her information cannot be 100% guaranteed.

The company reserves the right to change the above Privacy Policy at any time. Such changes will become effective and binding after their posting on SiteGround.com website. The user agrees to regularly review this privacy policy and be aware of the changes made. By continuing to use the Company's services and website after any posted revision, the User agrees to abide by it.

Anti Spam Policy

Smartweb maintains a zero tolerance policy for use of its network or services in any manner associated with the transmission, distribution or delivery of any bulk e-mail, including unsolicited bulk or unsolicited commercial e-mail, or the sending, assisting, or commissioning the transmission of commercial e-mail that does not comply with the U.S. CAN-SPAM Act of 2003 ("SPAM").
It is your obligation to ensure that e-mail sent by you, or on your behalf, does not violate this law. We assume SPAM complaints are valid unless we are provided with credible information to the contrary. To avoid action under our AUP

You may not use any of our services or network to send SPAM. In addition, e-mail sent, or caused to be sent, to or through our network or services may not:

    1. Use or contain invalid or forged headers
    2. Use or contain invalid or non-existent domain names
    3. Employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path
    4. Use other means of deceptive addressing
    5. Use a third party's Internet domain name, or be relayed from or through a third party's equipment, without permission of the third party
    6. Contain false or misleading information in the subject line or otherwise contain false or misleading content
    7. Fail to comply with additional technical standards described below
    8. Otherwise violate Smartweb's User Agreement, AUP and other Terms of Service

Smartweb does not authorize the harvesting, mining or collection of e-mail addresses or other information from or through its network. Smartweb does not permit or authorize others to use its network or services to collect, compile or obtain any information about its Subscribers or users, including but not limited to Subscriber e-mail addresses, which are Smartweb 's confidential and proprietary information. Use of our network or services is also subject to our User Agreement, AUP and other Terms of Service.

Smartweb does not permit or authorize any attempt to use its network or services in a manner that could damage, disable, overburden or impair any aspect of any of our services, or that could interfere with any other party's use and enjoyment of any Smartweb product or service.

We monitor for SPAM all traffic to and from our servers. Customers suspected of using Smartweb's products and services for the purpose of sending SPAM will be investigated. We assume SPAM complaints are valid unless we are provided with credible information to the contrary. It is Smartweb's policy to immediately suspend, terminate and/or cancel any offending Web site or account sending SPAM.

Subscribers may be asked to produce records that verify that explicit affirmative permission was obtained from a recipient before a mailing was sent. Smartweb may consider the lack of such proof of explicit affirmative permission of a questionable mailing.

Subscribers are prohibited from maintaining open mail relays on their servers. Ignorance of the presence or operation of an open mail relay is not and will not be considered an acceptable excuse for its (the open mail relay) operation.

Subscribers are prohibited from providing services for Web sites that have been included in SPAM, including, but not limited to hosting Web site(s), or providing DNS services or Web site redirect services.

It is a violation of this Policy to commission a third party to send e-mail that is in violation of this policy or of applicable law, even if that third-party does not use Smartweb systems, networks or resources. E-mail not in compliance with this policy - regardless of source - which contains any reference to a Web site hosted by us or contains any reference or link to a network or system of Smartweb is prohibited.

If Smartweb believes that unauthorized or improper use is being made of our network, or any product or service, it may, without notice, take such action as it, in its sole discretion, deems appropriate, including blocking messages from a particular internet domain, mail server or IP address. Smartweb may immediately suspend, terminate and/or cancel any account on any product or service, which it determines, in its sole discretion, is transmitting or is otherwise connected with any e-mail that violates this policy.

Smartweb reserves the right to suspend, terminate and/or cancel permanently any and all services provided to a Subscriber without any notification. In addition to any and all other rights hereunder or otherwise, if a Subscriber is in violation of any term or condition of this SPAM Policy, the Acceptable Use Policy, User Agreement or uses of our services to disrupt.

To report an incidence of SPAM, please send e-mail to abuse@smartweb.com.ng.

Nothing in this policy is intended to grant any right to transmit or send e-mail to, or through, our network or services. Failure to enforce this policy in every instance does not amount to a waiver of Smartweb's rights.

Unauthorized use of Smartweb's network in connection with the transmission of unsolicited e-mail, including the transmission of e-mail in violation of this policy, may result in civil and criminal penalties against the sender and those assisting the sender, including those provided by the Computer Fraud and Abuse Act (18 U.S.C. §1030, et seq.) and other state and federal laws.

.Com.ng Domain Registration Agreement

This agreement (the “Agreement”) is between the Nigeria Internet Registration Association (“􏰀IRA”) and you (the “Registrant”)

RECITALS

  1. NIRA has approved the application of the Registrant’s Registrar for either the registration of one or more Domain Names in the Registry in the name of the Registrant;

  2. ThisAgreementsetsforththetermsandconditionswhichgoverntheregistrationintheRegistryby NIRA of Domain Name(s) in the name of the Registrant from time to time pursuant to this Agreement (collectively, the “Domain 􏰀ame Registrations” individually, a “Domain 􏰀ame Registration”); and

  3. CapitalizedtermsusedinthisAgreementhavethemeaninggiventotheminthisAgreement, including in Section 1.2.

In consideration of the registration by NIRA in the name of the Registrant of the Domain Name Registrations from time to time and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, NIRA and the Registrant agree as follows:

ARTICLE 1 I􏰀TERPRETATIO􏰀

1.1 Application. This Agreement between the Registrant and NIRA applies to all Domain Name Registrations made by the Registrant.

1.2 Definitions. In this Agreement:

  1. (a)  “Account Information” means the user account and password (including any supplementary or

    substitute password issued by NIRA to the Registrant) information provided by NIRA, from time to

    time, to the Registrant for use in connection with Domain Name Registrations;

  2. (b)  “Activation” or “Activated” means the activation of a Domain Name Registration which shall be

    deemed to occur upon the activation time and date stated in the confirmation email sent by NIRA to

    the Applicant or Registrant confirming the activation of the Domain Name in the NIRA system;

  3. (c)  “Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is

    controlled by, or is under direct or indirect common control with such Person, and includes any Person in like relation to an Affiliate. A Person is deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” has a corresponding meaning;

  4. (d)  “Agreement” means Sections 1-11 of this Agreement as they may be amended or supplemented from time to time;

  5. (e)  “Authorized Representative” in the case of a Registrant who is not an individual, means a representative of the Registrant who: (i) is an employee of the Registrant; (ii) is a member of the board of directors of the Registrant; (iii) is a member of the board of governors of the Registrant; or (iv) has the association to bind the Registrant, provided such association is not limited to .ng domain name related matters.

  6. (f)  “Business Day” means any day other than a Saturday, a Sunday or any day on which banks are generally not open for business in the City of Lagos, Nigeria;

  7. (g)  “Domain 􏰀ame” means a .ng domain name or sub-domain name;

  8. (h)  “Fees”meansthefeespayabletoNIRAinconnectionwithanapplicationforaDomainName

    and/or any renewal, transfer, and any other fees payable in connection with a Domain Name Registration in accordance with the applicable Registry PRP. The fees which are payable by Registrars to NIRA are set forth in the document entitled Fees Policy as could be amended by NIRA from time to time;

诲眼着睂 睂

1

  1. (i)  “Meeting”meansameetingoftheMembersofNIRA,calledforanypurpose;

  2. (j)  “Person”includesanindividual,acorporation,apartnership,atrust,anunincorporated

    organization, association or club, the government of a country or any political subdivision thereof, or any agency or department of any such government, any of the individuals or entities listed in the Nigerian Presence Requirements for Registrants (as defined in the applicable Registry PRP) and the executors, administrators or other legal representatives of an individual in any of such capacities;

  3. (k)  “Registrant’s Registrar” means each Registrar which is authorized to apply on behalf of the Registrant, in accordance with the Registry PRP for the registration of a Domain Name and the renewal, transfer, modification and cancellation of, and to effect other requests and transactions with respect to, a Domain Name Registration, including any Registrar which is the Registrar of Record in the Registry for a Domain Name Registration;

  4. (l)  “Registrars”meansthePersonsfromtimetotimecertifiedbyNIRAtoofferDomainName Registration services within the .ng Internet Domain Name system in accordance with the Registry PRP; and

(m)“Registry” means the .ng Internet Domain Name registry operated by NIRA.

  1. (n)  “Registration Information” means all information which the applicable Registry PRP require the Registrant to submit to NIRA or the Registrant’s Registrar to obtain a Domain Name Registration,

    any renewal, transfer, cancellation or modification of a Domain Name Registration or any other request or transaction with respect to a Domain Name Registration and all other information concerning the Domain Name Registration which appears in NIRA’s web-based look-up directory system (the “WHOIS”); and

  2. (o)  “Registry PRP” means the NIRA policies, rules, and procedures relating to registrants, Registrars, and Domain Name registrations as may be amended or adopted by NIRA from time to time and posted on NIRA’s website, including, without limitation, applications for Domain Name registrations and other transactions relating to Domain Name registrations.

ARTICLE 2

REGISTRATIO􏰀S OF DOMAI􏰀 􏰀AMES; TRA􏰀SFERS, RE􏰀EWALS, MODIFICATIO􏰀S A􏰀D CA􏰀CELLATIO􏰀S OF DOMAI􏰀 􏰀AME REGISTRATIO􏰀S BY THE REGISTRA􏰀T; CHA􏰀GES OF REGISTRARS; CHA􏰀GE OF REGISTRA􏰀TS

2.1 Registrations of Domain 􏰀ames.

  1. (i)  TheRegistrantacknowledgesandagreesthatapplicationsfortheregistrationofaDomainName shall be made to NIRA only by the Registrant’s Registrar on behalf of the Registrant in accordance with the applicable Registry PRP.

  2. (ii)  Complete applications for the registration of a Domain Name shall be processed by NIRA and Domain Names shall be registered by NIRA, in each case in accordance with the applicable Registry PRP. NIRA, in its sole discretion, shall have the right to reject any application for the registration of a Domain Name and refuse to register any Domain Name for any reason whatsoever with no liability of NIRA whatsoever to the Registrant, the Registrant’s Registrar or any other Person. NIRA will give notice to the Registrant’s Registrar by email if NIRA so rejects such application.

(iii)The Registrant shall, in each application for registration of a Domain Name, through the Registrant’s Registrar, select a registration period for the registration of a Domain Name from one (1) to five (5) years from the date of the registration of the Domain Name (the “Registration Period”). NIRA may, at its option, extend the Registration Period of any Domain Name Registration for such further period as NIRA may determine, at no additional charge to the Registrant’s Registrar, by giving notice to the Registrant and the Registrant’s Registrar.

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2.2 Renewals, Transfers, Modifications, Cancellations and Other Transactions.

(i) TheRegistrantacknowledgesandagreesthatarenewal,transfer,modificationorcancellationof,and any other request or transaction with respect to, a Domain Name Registration shall be made either

a.

b.

by the Registrant’s Registrar with respect to such Domain Name Registration on behalf of the Registrant in accordance with the applicable Registry PRP in force at the time of receipt by NIRA of any completed application or request for the renewal, transfer, modification or cancellation of a Domain Name Registration or other request or transaction with respect to a Domain Name Registration; or

by the Registrant submitting information with respect to the renewal, transfer, modification, cancellation or other transaction directly to NIRA, as such may be permitted by NIRA. NIRA will notify the Registrant’s Registrar of any renewal, transfer, modification, cancellation or other transaction, except for NIRA membership related transactions, made by the Registrant submitting information directly to NIRA.

(ii) Notwithstanding Section 2.2 (i) above, the Registrant agrees that Membership Information may be created, modified and cancelled only by sending a request directly to NIRA.

(iii)The Registration Period of any Domain Name Registration may be renewed for a period of one to five years as selected by the Registrant through the Registrant’s Registrar in accordance with the applicable Registry PRP.

2.3 Changes of Registrar.

  1. (i)  TheRegistrantmaychangeitsRegistrant’sRegistrarwithrespecttoaDomainNameRegistration after the date of Activation, at any time in accordance with the applicable Registry PRP. The Registrant acknowledges and agrees that it shall continue to be bound by its obligations under its agreement with its original Registrar in accordance with such agreement.

  2. (ii)  In the event that a Registrant’s Registrar is no longer a Registrar, has had its certification as a Registrar suspended, revoked or terminated, or in the event the registrar agreement between NIRA and the Registrant’s Registrar (the “Registrar Agreement”) is terminated or expires, the Registrant shall be responsible for changing such Registrant’s Registrar to a new Registrar in accordance with the applicable Registry PRP within thirty (30) days of the earlier of notice thereof being given to the Registrant by

a. the Registrant’s Registrar or

b. NIRA
in accordance with the applicable Registry PRP; provided, however, that if any of the Registrant’s Domain Name Registrations are scheduled to expire within thirty (30) days of the giving of such notice, then the Registrant shall have an additional thirty (30) days from the anniversary date of such registration to register with a new Registrar. If the Registrant wishes to renew such Domain Name Registration, the Registrant will be required to do so through its new Registrant’s Registrar in accordance with the applicable Registry PRP.

2.4 Right of 􏰀IRA to Verify Information and Compliance.

NIRA is entitled at any time during the Term (as defined in Section 5.1) to verify the accuracy and completeness of any information provided by the Registrant to NIRA, whether directly, through any of the Registrant’s Registrars or otherwise, including without limitation, the information provided by the Registrant him or herself or through any of the Registrant’s Registrars in any application to NIRA for the registration of a Domain Name or in connection with the transfer, renewal, modification, maintenance or cancellation of a Domain Name Registration and any other request or transaction with respect to a Domain

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Name Registration (collectively, the “Applications”) and, the compliance by the Registrant with the provisions of the Agreement including, without limitation, the applicable Registry PRP, and the terms and conditions of use of NIRA’s web site as set out in the Legal Notice (as defined in Section 3.1(o)).

The Registrant shall cooperate with NIRA in connection with such verification which shall be conducted in such manner as is deemed reasonable by NIRA and in accordance with the applicable Registry PRP, and shall give and shall cause the Registrant’s Registrar to give NIRA and its agents and representatives such assistance and access to and copies of such information and documents in any or all media regarding, and access to the premises of, the Registrant as NIRA may reasonably request in order to enable NIRA to complete such verification. NIRA shall be responsible for its own expenses incurred in connection with any such verification and the Registrant shall be responsible for any expenses the Registrant incurs in complying with this Section 2.4. The Registrant agrees to promptly execute and deliver to NIRA any authorizations required to permit the verifications of NIRA under this Section 2.4. If NIRA decides to verify and/or confirm information and/or compliance, NIRA may proceed as follows:

  1. (i)  SendanemailtotheRegistrantand/ortheRegistrant’sRegistraradvisingthattheRegistrantshall supply NIRA, either directly or via the Registrant’s Registrar, with valid information, as determined by NIRA in its sole and absolute discretion (the “Requested Information”) as set forth in the email within 7 days from the time and date of the email.

  2. (ii)  If NIRA has not received the Requested Information within the 7 days, NIRA will send a second email to the Registrant and/or the Registrant’s Registrar advising that the Registrant shall submit the Requested Information to NIRA, via the Registrant’s Registrar, within 7 days of the time and date of the second email, otherwise the Registrant’s Domain Name Registration(s) will be suspended for 60 days.

(iii)If NIRA has not received the Requested Information upon the expiry of the second 7 day period, NIRA will suspend the Domain Name and send an email to the Registrant and the Registrant’s Registrar notifying them of the suspension and notifying them that upon the expiry of the suspension period if NIRA has not received the Requested Information, NIRA will cancel the Domain Name Registration(s) and terminate the Registrant Agreement.

(iv)If NIRA has not received the Requested Information upon the expiry of the suspension period, NIRA will cancel the Domain Name Registration(s), terminate the Registrant Agreement and send an email to the Registrant and Registrant’s Registrar notifying them of the cancellation and termination. The Registrant may, at any time before the expiry of the suspension period, submit the Requested Information, either directly or via the Registrant’s Registrar, to NIRA.

2.5 Right of 􏰀IRA to Verify Information and Compliance in Person.

In addition to, or as an alternative to, asking for the Requested Information, NIRA may at any time, in its discretion, also request that the Registrant attend in person at NIRA’s offices, or elsewhere as reasonably determined by NIRA, for an interview in order to verify the accuracy and completeness of information. If the Registrant fails or refuses to attend such an interview or attends but fails or refuses to provide satisfactory answers to NIRA’s request for information, or provides inaccurate information in response to such a request, NIRA may, upon reasonable notice to the Registrant and Registrant’s Registrar, suspend the Registrant’s Domain Name Registration(s) or cancel the Registrant’s Domain Name Registration(s) and terminates the Registrant Agreement, as NIRA deems appropriate in its sole discretion.

2.6 User Information.

NIRA will issue Account Information from time to time to the email address in the Registration Information for the Registrant or for the person identified in the Registration Information as the Administrative Contact for the Registrant’s Domain Name Registration(s) (the “Administrative Contact”). The Account

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Information shall be used only by the Registrant, or the Administrative Contact, to confirm the identity of the Registrant to NIRA and for other purposes as permitted pursuant to the applicable Registry PRP. The Registrant acknowledges and agrees that until the Registrant notifies NIRA that the Account Information may have fallen in to the hands of an unauthorized user, the use of the Account Information by any Person is deemed use by the Registrant.

2.7 Registrar As Agent.

The Registrant acknowledges and agrees that the Registrant’s Registrar is deemed to be authorized to act as the Registrant’s agent in connection with Domain Name Registrations, but not the Registrant’s NIRA Membership. Further, the Registrant acknowledges and agrees that the Registrant’s Registrar may, in accordance with the applicable Registry PRP:

  1. (i)  makechangestotheAdministrativeContactdetailsatanytimewithouthavingtocomplywiththe change of critical information approval process (as set out in the applicable Registry PRP), provided the Registrant has granted the Registrant’s Registrar the association to do so AND HAS NOT REVOKED SAID ASSOCIATION. If the Registrant has two or more Registrars, only one of the Registrant’s Registrars may be granted said association. The Registrant may at any time revoke said association or provide said association to another of the Registrant’s Registrars;

  2. (ii)  cancel, on behalf of the Registrant the Domain Name Registration within seven (7) Days of Activation for whatever reason and without the Registrant’s consent; and

(iii)cancel, on behalf of the Registrant, a renewal term for the Domain Name Registration, provided the renewal term has not yet commenced.

2.8 Administrative Contact as Agent.

Except as provided in sections 2.10 to 2.12 below, the Registrant acknowledges and agrees that the Administrative Contact and any person who uses the Account Information or who sends or receives emails from the Administrative Contact’s email address as identified in the Registration Information for a Registrant and Domain Name Registration(s), is authorized by the Registrant to be NIRA’s only contact for the Registrant and the Domain Name Registration(s) and is recognized by NIRA and authorized by the Registrant to take any and all actions in connection with the Domain Name Registration(s) including, without limitation, transferring it to another Person or obtaining the Account Information for the Registrant or replacement of the Account Information.

2.9 Administrative Contact email Address.

The Registrant acknowledges and agrees that all NIRA notices to the Registrant, other than as provided in sections 2.10 and 2.11 below, (in this Agreement, the Registry PRP, and NIRA’s constitution) will be sent by email to the Registrant’s Administrative Contact email address as listed in the Registration Information only. The Registrant further acknowledges and agrees that any reference to notices sent to the “Registrant(s),” or “Applicant(s),” in this Agreement, the applicable Registry PRP, and NIRA’s constitution shall mean that the notices will only be sent to the Registrant’s Administrative Contact. It is the responsibility of the Registrant to ensure that the Administrative Contact’s email address is at all times functional and accurate and to make arrangements with its Administrative Contact to receive any and all notices sent by NIRA to the Registrant’s Administrative Contact.

2.10 Members and Membership Representative.

The Registrant acknowledges and agrees that:

  1. any Registrant who is an individual and who is, or becomes, a Member of NIRA will provide to

    NIRA an email address, phone number(s) and/or other contact information for Membership

    purposes;

  2. any Registrant who is not an individual and who is, or becomes, a Member of NIRA shall, in a

    manner prescribed by NIRA, appoint a Membership Representative and shall provide to NIRA an
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email address, phone number(s) and other contact information for the Membership Representative;

and
c. the Registrant, in the case of a Registrant described in section 2.10(a), or the Membership

Representative, in the case of a Registrant described in section 2.10(b), will be NIRA’s only contact for all matters related to the Registrant’s Membership in NIRA, to receive notices sent to Members on behalf of the Registrant and to attend and vote at Meetings.

2.11 Member Contact Email and Membership Representative Contact Email.

The Registrant acknowledges that all notices sent to the Registrant by NIRA in relation to Membership in NIRA, (pursuant to this Agreement, the Registry PRP and NIRA’s constitution) will be sent by email to the Registrant’s Member email address (for individual Registrants) or to the Registrant’s Membership Representative email address (for non-individual Registrants ). It is the responsibility of the Registrant to ensure that the Member email address or Membership Representative’s email address, as the case may be, is at all times functional and accurate.

ARTICLE 3
CERTAI􏰀 REGISTRA􏰀T OBLIGATIO􏰀S

3.1 Certain Registrant Obligations.
Throughout the Term of this Agreement, the Registrant shall:

  1. (a)  comply with and abide by all applicable Registry PRP (all of the applicable Registry PRP can be found at http://www.nira.org.ng);

  2. (b)  in accordance with the applicable Registry PRP, submit to NIRA through the Registrant’s Registrar or to NIRA directly, if NIRA, at its complete discretion and sole option, deems it appropriate, all Registration Information which NIRA may require;

  3. (c)  promptly give notice to NIRA, of any change to any Registration Information, such notice to be given either through the Registrant’s Registrar or, in exceptional cases, to NIRA directly;

  4. (d)  in accordance with the applicable Registry PRP, submit to NIRA all Membership Information, pertaining to the Registrant, which NIRA may require;

  5. (e)  promptly give notice to NIRA of any change to the Membership Information pertaining to the Registrant;

  6. (f)  comply with and observe all international, federal, state and local laws and regulations and other laws of applicable governmental authorities relating to the Registrant’s Domain Name Registration(s) (“Applicable Laws”);

  7. (g)  prior to providing any Registration Information to NIRA through the Registrant’s Registrar or directly to NIRA if permitted or requested by NIRA, obtain the written consents of individuals whose personal information will be held in the Registry where required by Applicable Laws;

  8. (h)  at all times ensure that the Registration Information is complete, accurate, and in compliance with the applicable Registry PRP and this Agreement, communicate to the Registrant’s Registrar (for communication to NIRA) any changes to the Registration Information and promptly confirm to NIRA when NIRA so requests in accordance with the applicable Registry PRP that the Registration Information is complete and accurate;

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  1. (i)  immediatelygivenoticetoNIRAofanypendingorthreatenedclaim,demand,action,causeof action, proceeding, lawsuit, investigation or application (“Claim”) in relation to any Domain Name Registration (or any judicial requests or orders to produce documents or information obtained from or supplied to the Registry) that became known to the Registrant;

  2. (j)  notengageinanydirectorindirectactivitywhichinNIRA’sopinionisdesignedtobring,ormay bring, the Registry into disrepute, is designed to interfere, or may interfere, with NIRA’s operations or designed to expose, or may expose, NIRA to prosecution or to legal action by the Registrant or a third party including, but not limited to, any of the following kinds of activities:

    (i) directlyorindirectly,defamingorcontributingtothedefamationofanyotherPerson,
    (ii) unlawfully discriminating or contributing to the unlawful discrimination of any other Person;

    or
    (iii)committing any other actionable wrong against any other Person including, without

    limitation, any other infringement of the Person’s rights;

  3. (k)  act in good faith towards NIRA;

  4. (l)  notallowanythirdpartytouseoroperateanyDomainNameRegistrationregisteredinthenameof the Registrant and not register any Domain Name as agent for, or on behalf of, any third party in any manner whatsoever, including without limiting the generality of the foregoing, for purposes of lending, leasing, licensing or otherwise granting rights in such Domain Name Registration to any third party for monetary or non-monetary consideration unless such third party:

    (i) otherwisequalifiesundertheapplicableRegistryPRP;or

    (ii) is an Affiliate of the Registrant.
    For this purpose, “third party” means any Person other than NIRA and the Registrant;

(m)be wholly responsible for the use and operation of any third, fourth, or further sub-level domain to any second level Domain Name Registration in the Registrant’s name and the Registrant shall ensure that the use and operation of any such sublevel domain is conducted in compliance with this Agreement;

  1. (n)  not use any trade-mark, trade-name or symbol of NIRA or any trademark, trade-name or symbol likely to be confused therewith;

  2. (o)  be wholly responsible for taking, or ensuring that the Registrant’s Registrar for a Domain Name Registration takes, all necessary steps to renew the Domain Name Registration in accordance with the applicable Registry PRP;

  3. (p)  ensure all fees payable to the Registrant’s Registrar or, if applicable, the Registrant’s former Registrar, for registering, transferring, renewing, or a combination thereof any or all of the Registrant’s Domain Name Registrations, have been paid when due; and

  4. (q)  comply with and abide by the terms and conditions for the use of NIRA’s website as set out in the “Legal 􏰀otice” on NIRA’s website.

3.2 Fees.

The Registrant acknowledges that the Registrant’s Registrar is obligated to pay Fees. The Registrant acknowledges and agrees that, should there be insufficient funds prepaid by any Registrant’s Registrar in the NIRA deposit account to be applied in payment of any Fees, NIRA may in its sole discretion stop accepting applications for Domain Name Registrations from such Registrant’s Registrar, stop effecting registrations of Domain Names and transfers, renewals, modifications and cancellations of Domain Name Registrations requested by such Registrant’s Registrar and stop performing other billable transactions requested by such Registrant's Registrar not paid in full and NIRA may:

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(i) terminatetheRegistrarAgreementbetweenNIRAandsuchRegistrant'sRegistrar;and
(ii) cancel or suspend the relevant Domain Name Registration in accordance with Article 6 hereof.

3.3 􏰀o Conflict.
The Registrant shall not enter into any agreement with any Registrar or any other Person that is inconsistent with, or in any way, modifies, affects, overrides, limits, contradicts or cancels the terms and conditions of this Agreement and the applicable Registry PRP. To the extent that the provisions of any such agreement with the Registrant’s Registrar contravene the provisions of this Agreement and the applicable Registry PRP, the Registrant hereby agrees that the provisions of this Agreement and the applicable Registry PRP shall prevail and be binding on the Registrant for the benefit of NIRA.

ARTICLE 4
REGISTRATIO􏰀 I􏰀FORMATIO􏰀

4.1 Consent to Use of Registration Information.
The Registrant hereby grants to NIRA the right to disclose to third parties through the Registry the following information:

  1. (a)  each Domain Name Registration in the name of the Registrant;

  2. (b)  the Registrant’s name, postal address, email address(es), telephone number(s), and, where available, fax number(s);

  3. (c)  the Registrant’s name and the Registrant’s registrant number as assigned by NIRA;

  4. (d)  each Domain Name Registration and domain number for each Domain Name Registration as

    assigned by NIRA;

  5. (e)  the description field which the Registrant or the Registrant’s Registrar filled out during the registration process describing the Registrant or the Registrant’s business;

  6. (f)  the Registrant’s “Pretty Good Privacy” (“PGP”) public encryption key, if the Registrant elects to use PGP encrypted email when communicating with NIRA;

  7. (g)  the Registrant’s Membership status;

  8. (h)  the name(s), postal address(es), email address(es), telephone number(s) and where available, the fax number(s) of the Registrant’s Membership Representative, in the case of Registrants who are not individuals;

  9. (i)  thename(s),postaladdress(es),emailaddress(es),telephonenumber(s)andwhereavailable,thefax number(s) of the Member, in the case of Registrants who are individuals;

  10. (j)  the name(s), postal address(es), email address(es), telephone number(s) and where available, the fax number(s) of the technical contact and Administrative Contacts for each Domain Name Registration;

  11. (k)  the Internet Protocol Number of the primary name server and secondary name server(s) for each Domain Name Registration;

  12. (l)  thecorrespondingnamesofthosenameservers;

(m)the registration date and the last changed date of each Domain Name Registration;
(n) whether the Domain Name Registration has been suspended or is in the process of being transferred;

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(o) the expiration date of each Domain Name Registration of the Registrant; and

(p) the name of the Registrant’s Registrar responsible for each Domain Name Registration. 4.2 Personal Information of Registrant.

Except as set forth in this Agreement or the applicable Registry PRP, personal information pertaining to the Registrant belongs to the Registrant and shall not be collected or used by NIRA except for the reasonable purposes of the operation of the Registry and the implementation, execution, and enforcement of the applicable Registry PRP or in accordance with Applicable Laws or the terms of an order, ruling, decision or judgment of a court, tribunal, board, administrative body or commission.

4.3 WHOIS.

The Registrant acknowledges and agrees that NIRA has no control over how any member of the public uses the information disclosed by NIRA through the WHOIS database whether or not the information is subject to domestic or foreign privacy laws.

ARTICLE 5 TERM

5.1 Term.
The term of this Agreement (the “Term”) shall commence effective upon the date that the Registrant enters into this Agreement with NIRA and shall continue in force unless terminated as set out herein.

ARTICLE 6
RIGHTS A􏰀D REMEDIES OF 􏰀IRA A􏰀D THE REGISTRA􏰀T 6.1 Restrictions on Domain 􏰀ame Registrations.

NIRA may, in accordance with the applicable Registry PRP or if it deems it necessary, in its sole discretion and at its sole option, restrict the Registrant’s ability to renew or transfer any or all of the Registrant’s Domain Name Registrations. NIRA may also restrict the Registrant’s ability to merge the Registrant’s Domain Name Registrations or Registration Information with any other Domain Name Registrations or Registrant, at any time and for any reason whatsoever.

6.2 Cancellation within 7 Days.

NIRA may, upon the Registrant’s Registrar’s request, acting on behalf of the Registrant and in accordance with applicable Registry PRP, cancel the Domain Name Registration within seven (7) Days of Activation without the Registrant’s consent and for any reason whatsoever. NIRA shall notify the Registrant if a Domain Name Registration has been cancelled pursuant to this provision.

6.3 Cancellation within 30 Days.

NIRA may, in its sole discretion and its sole option, cancel a Domain Name Registration for any reason whatsoever within 30 days after the date the Domain Name Registration is Activated with no liability of NIRA to the Registrant, the Registrant’s Registrar or any other Person by giving notice to the Registrant and the Registrant’s Registrar.

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6.4 Cancellation Due to 􏰀on-Payment of Fees to Registrar.

NIRA may, in accordance with the applicable Registry PRP, cancel a Domain Name Registration if the Registrant fails or failed to pay to the Registrant’s Registrar or former Registrant’s Registrars, when due, any fees for registration, transfer, and/or renewal of Domain Name Registrations.

6.5 Cancellation by 􏰀IRA of Domain 􏰀ame Registrations.
NIRA may, in its sole discretion and at its sole option, in accordance with the applicable Registry PRP,

cancel a Domain Name Registration in the event that:

  1. (a)  the Registration Information concerning such Domain Name Registration contains false, misleading, or inaccurate information;

  2. (b)  the Registrant’s Registrar fails to pay to NIRA when due any Fees payable by the Registrant’s Registrar with respect to a Domain Name Registration under the Registrar Agreement or the Registry PRP;

  3. (c)  the Registrant breaches any term of this Agreement or any of the Registry PRP or any terms and conditions of the Legal Notice;

  4. (d)  the Registrant at any time fails to meet the Nigerian Presence Requirements for Registrants for closed SLDs;

  5. (e)  the Registrant disrupts or abuses NIRA’s Registry services as determined by NIRA in its sole discretion, acting reasonably;

  6. (f)  the Registrant allows any third party to use or operate any Domain Name Registration or registers a Domain Name as agent for, or on behalf of, a third party in any manner whatsoever which contravenes Section 3.1(l) of this Agreement; or

  7. (g)  the Registrant provides false or misleading information in relation to Membership in NIRA or fails or refuses to respond fully to any request by NIRA for information in relation to Membership in NIRA. and, in any such event, the Registrant fails, within five (5) Business Days after the receipt of a notice from NIRA to remedy the event. The Registrant agrees to promptly give notice to NIRA of the occurrence of any of the events listed in Sections 6.5(a) and 6.5 (c) to (f). NIRA will give no less than thirty (30) days’ notice to the Registrant and the Registrant’s Registrar of any cancellation of a Domain Name Registration under this Section 6.5.

6.6 Cancellation, Transfer and Suspension in Particular Circumstances.

NIRA may, in its sole discretion and at its sole option, in accordance with the applicable Registry PRP, immediately cancel or transfer a Domain Name Registration or suspend a Domain Name Registration, for such time period as NIRA may determine in its sole discretion, in the following circumstances, by giving notice to the Registrant and the Registrant’s Registrar:

(a) circumstances where maintaining the Domain Name Registration would put NIRA in conflict with requirements of Applicable Laws, including, without limitation, applicable federal, state or local human rights legislation or the Criminal Code (Nigeria), or the terms of an order, ruling, decision or judgment of a court, tribunal, board, administrative body, commission or arbitrator including, without limitation, an order, ruling, decision or judgment of the Human Rights Commission of the government of Nigeria;

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  1. (b)  circumstances where the cancellation, transfer or suspension of a Domain Name Registration is required by an order or decision under NIRA’s Domain Name Dispute Resolution Policy as set out in the applicable Registry PRP or an order, ruling, judgment or decision of a court, tribunal, board, administrative body, commission or arbitrator; and

  2. (c)  circumstances where the registration or use of the Domain Name Registration conflicts with applicable Registry PRP;

  3. (d)  the Registrant engages in any direct or indirect activity which in NIRA’s opinion is designed to bring, or may bring, the Registry into disrepute, designed to interfere, or may interfere, with NIRA’s operations or is designed to expose, or may expose, NIRA to prosecution or to legal action by the Registrant or a third party including, but not limited to, any of the following kinds of activities:

    1. directly or indirectly, defaming or contributing to the defamation of any other Person,

    2. unlawfully discriminating or contributing to the unlawful discrimination of any other

      Person, or

    3. committing any other actionable wrong against any other Person including, without

      limitation, any other infringement of the Person’s rights; or

6.7 Suspension of Domain 􏰀ame Registrations to Preserve Integrity of the Registry.

NIRA may, in its sole discretion following procedures NIRA deems appropriate from time to time, suspend a Domain Name Registration for such period of time as NIRA may determine in the event that NIRA, acting reasonably, considers that such suspension is necessary to preserve and protect the integrity and the rights and interests of any of the Registry, the Registrant, the Registrant’s Registrar, other registrants or Registrars and/or third parties.

6.8 Suspension May Precede Cancellation.

Prior to canceling any Domain Name Registration pursuant to Section 6.2, 6.3, 6.4, 6.5, or 6.6, NIRA may, in its sole discretion, first suspend the Domain Name Registration for such period as NIRA may determine in its sole discretion. NIRA shall give notice of the suspension to the Registrant and the Registrant’s Registrar in accordance with the respective Section and the applicable Registry PRP. The time period of the suspension may be extended at any time by NIRA in its sole discretion.

6.9 Suspension and Cancellation for Failure to Renew.

A Domain Name Registration shall be cancelled by NIRA for failure to renew the Domain Name Registration in accordance with the applicable Registry PRP. The Domain Name Registration shall first be suspended for failure to renew in accordance with the applicable Registry PRP. NIRA shall give notice of the suspension to the Registrant and the Registrant’s Registrar in accordance with the applicable Registry PRP. During the period of suspension as prescribed by the applicable Registry PRP, the Registrant may at any time renew the suspended Domain Name Registration by complying with the applicable Registry PRP with respect to renewals. The Domain Name Registration shall be cancelled by NIRA in accordance with the applicable Registry PRP if the Registrant fails to renew such Domain Name Registration during the period of suspension.

6.10 Suspension and Cancellation for Failure to Confirm Registration Information.

NIRA may in its sole discretion and at its sole option immediately suspend a Domain Name Registration for failure by the Registrant or the Registrant’s Registrar to confirm the accuracy and completeness of Registration Information which NIRA requests be confirmed in accordance with the applicable Registry PRP. During the period of suspension as prescribed by the applicable Registry PRP, the Registrant may at any time reactivate the suspended Domain Name Registration by confirming the Registration Information in

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accordance with the applicable Registry PRP. If a Registrant fails to confirm the Registration Information in accordance with the applicable Registry PRP within the period of suspension prescribed by the applicable Registry PRP, NIRA may, in its sole discretion, cancel the Domain Name Registration in accordance with the applicable Registry PRP on no less than thirty (30) days’ notice to the Registrant and the Registrant’s Registrar.

6.11 Suspension or Cancellation by Registrant.

The Registrant may at any time, through the Registrant’s Registrar, request NIRA to suspend or cancel a Domain Name Registration, and NIRA shall comply with such request, in accordance with the applicable Registry PRP. The Registrant’s Registrar shall not be entitled to any refund of any Fees in such event. A Domain Name Registration which the Registrant requested be suspended may be reactivated at any time by the Registrant in accordance with the applicable Registry PRP.

6.12 Effect of Suspension.
During any period in which a Domain Name Registration has been suspended pursuant to the provisions of

this Agreement:

  1. (a)  the Domain Name Registration will not be included in the list of Domain Name Registrations transferred on a daily basis to the Registry’s primary domain name server;

  2. (b)  an Internet user will not be able to send an email or access a web page which incorporates such Domain Name Registration;

  3. (c)  NIRA will continue to list such suspended Domain Name Registration in the WHOIS look up system of the Registry and the WHOIS look up system will indicate that the Domain Name Registration has been suspended;

  4. (d)  NIRA may reactivate the suspended Domain Name Registration at any time in its sole discretion; and

  5. (e)  NIRA may extend the period of suspension at any time for such period as NIRA may determine in its sole discretion.

6.13 Effect of Cancellation of a Domain 􏰀ame Registration.
Upon the cancellation by NIRA of a Domain Name Registration pursuant to this Agreement:

  1. (a)  the Registrant will no longer be entitled to the use of such Domain Name Registration;

  2. (b)  the Domain Name Registration will be deleted from the Registry and will be available for registration in the name of another Person;

  3. (c)  an Internet user will not be able to send an email or access a web page which incorporates such Domain Name;

  4. (d)  NIRA will list the cancelled Domain Name Registration as available in its WHOIS look up system; and

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6.14 Prohibition on 􏰀ew Registrations.

If the Registrant breaches the Registrant’s obligations contained in Section 3.1(l) of this Agreement prohibiting the use by Persons other than the Registrant of a Domain Name Registration and the registration of Domain Names by a Registrant as agent for, or on behalf of, any third party:

  1. (a)  NIRA may, in its sole discretion following procedures NIRA deems appropriate from time to time, prohibit the Registrant, by giving seven (7) days notice thereof to the Registrant, from registering any new Domain Names for a period of up to one (1) year from the date of such notice; and

  2. (b)  if the Registrant is also a Registrar, the Registrar shall be deemed to have breached its Registrar Agreement with NIRA and NIRA may then revoke the Registrar’s certification and terminate the provisions of the Registrar Agreement with NIRA.

6.15 Termination of Agreement by 􏰀IRA.

NIRA may, in its sole discretion and at its sole option, terminate this Agreement by giving notice thereof to the Registrant (such termination to be effective on the date specified by NIRA in the notice) in the event that:

(a) the Registrant breaches any term of this Agreement or any of the applicable Registry PRP;

(b) the Registrant disrupts or abuses NIRA’s registry services as determined by NIRA in its sole discretion, acting reasonably;

(c) all of the Domain Name Registrations registered in the name of the Registrant have been cancelled or have expired;

(d) the Registrant allows any other Person to use or operate any Domain Name Registration or applies to register a Domain Name as agent for, or on behalf of, a third party in any manner whatsoever which contravenes Section 3.1(l) of this Agreement; or

and, in any such event, the Registrant fails within seven (7) calendar Days after the receipt of the notice from NIRA to remedy the event. NIRA will give no less than thirty (30) days notice to the Registrant and the Registrant’s Registrar of the termination under this Section 6.15.

6.16 Termination Due to Dissolution, Bankruptcy, Amalgamation, Change of 􏰀ame etc.

In the event that:

(a) the Registrant is insolvent or bankrupt or subject to the provisions of the Bankruptcy and Insolvency Act (Nigeria) or any other similar legislation of any jurisdiction, or makes a proposal under such legislation, or goes into liquidation, either voluntarily or under an order of a court of competent jurisdiction, or makes a general assignment for the benefit of its creditors;

  1. (b)  the Registrant ceases to carry on business in the normal course, dissolves or is wound up;

  2. (c)  a receiver or other official having similar functions is appointed over a substantial portion of the assets of the Registrant; or

  3. (d)  the Registrant amalgamated with another Person, changed its name, or ceased to exist as the Person listed in the WHOIS;

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then NIRA may in its sole discretion and at its sole option terminate this Agreement and cancel the Registrant’s Domain Name Registration(s) by giving no less than seven (7) days notice to the Registrant. For greater certainty, if any of the foregoing events occur, in no event shall any receiver, trustee, creditor or other Person have any right whatsoever to the Domain Name Registration(s).

6.17 Termination by Registrant.
The Registrant shall be entitled (through the Registrant’s Registrar) to terminate this Agreement at any time

by giving thirty (30) days notice to NIRA.
6.18 Registrations of Cancelled Domain 􏰀ames.

The Registrant acknowledges and agrees that in the event of the termination of this Agreement or the cancellation of any Domain Name Registrations by NIRA or the Registrant pursuant to this Agreement, NIRA shall have the right to allow any other Person to register the Domain Name that was the subject of the Domain Name Registration without any liability of NIRA to the Registrant, any of the Registrant’s Registrars or any other Person.

6.19 Termination to Result in Cancellation of all Domain 􏰀ames.

The termination of this Agreement pursuant to Section 6.15, Section 6.16 or Section 6.17 shall result in the automatic cancellation of all Domain Name Registrations in the name of the Registrant.

ARTICLE 7
LIMITATIO􏰀S O􏰀 WARRA􏰀TIES, CO􏰀DITIO􏰀S, LIABILITY; I􏰀DEM􏰀IFICATIO􏰀 7.1 Limitation On Warranties And Conditions.

NIRA makes no representation, warranty or condition, whether oral or written, express or implied, statutory or otherwise, including, without limitation, any warranty or condition of quality or fitness for a particular purpose or non-infringement or that the registry will be available at all times during the term or with respect to functionality, freedom from bugs or viruses, compatibility or interoperability of the registry or the systems accessed by the registrant’s registrar (s) and/or the registrant or with respect to the security of the registry or any systems accessed by the registrant’s registrar (s) and/or the registrant, including without limitation, those provided by third party software, hardware, internet and/or telecommunications or other service providers or otherwise with respect to the services provided hereunder.

7.2 Use Of Domain 􏰀ames.

The registrant agrees that NIRA shall not be responsible for the use of or right to use any domain name registered in the registry and that NIRA shall not be responsible in any way whatsoever for any conflict or dispute with or any claim against the registrant or a registrant’s registrar including one relating to a registered or unregistered trade-mark, a corporate, business or other trade name, rights relating to a name or other identifying indicium of an individual or any other intellectual property rights of a third party, or relating to defamation of or unlawful discrimination with respect to any other person. the registrant acknowledges and agrees that the registration of a domain name does not create any proprietary right for the registrant, a registrant's registrar or any other person in any name used as a domain name or in any domain name registration, and the entry of a domain name in the registry in the “whois” database shall not be construed as evidence of ownership of the domain name registered as a domain name. the registrant shall not in any way transfer or purport to transfer a proprietary right in any domain name registration or grant or purport to grant as security or in any other manner encumber or purport to encumber any domain name registration.

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7.3 Limitation Of Liability

NIRA’s aggregate liability to the registrant, including, without limitation, for all breaches by NIRA of this agreement, shall be limited to the amount of fees relating to the registrant’s domain name registrations paid by the registrant’s registrar(s) to NIRA.

7.4 Additional Limitations Of Liability.

  1. (1)  in no event, whether as a result of breach of contract, tort liability (including negligence) or otherwise, shall NIRA or its directors, officers, employees, agents or representatives be liable to the registrant for any special, indirect, incidental, exemplary, punitive or consequential damages or for economic loss or resulting from loss of use, lost business revenue, lost profits or third party damages.

  2. (2)  in no event shall the registrant pursue any claim against NIRA and in no event shall NIRA be liable for any loss, damage or expense (including, without limitation, any special, indirect, incidental, exemplary, punitive or consequential damages or for economic loss or damages resulting from loss of use, lost profits, lost business revenue or third party damages) arising out of, resulting from or in any way connected with:

    1. (a)  any access delay or access interruption;

    2. (b)  any data non-delivery or data misdelivery;

    3. (c)  any unauthorized use or misuse of the user account or private password provided to the registrant by NIRA;

    4. (d)  any error, omission or misstatement in any information or service provided under this agreement;

    5. (e)  the deletion of or failure to store email messages;

    6. (f)  a computer bug or virus or other system malfunction;

    7. (g)  NIRA’s failure or refusal to register a domain name, NIRA’s registration of a domain name, NIRA’s failure or refusal to renew a domain name registration, NIRA’s renewal of a domain name registration, NIRA’s failure or refusal to transfer a domain name registration, NIRA’s transfer of a domain name registration, NIRA’s failure or refusal to maintain or modify a domain name registration, NIRA’s maintenance of a domain name registration, NIRA’s modification of a domain name registration, NIRA’s failure to cancel a domain name registration or NIRA’s cancellation of a domain name registration from the registry, the loss of membership in NIRA resulting from NIRA’s cancellation of a domain name registration from the registry or from a member’s failure to comply with the registry PRP, or NIRA’s refusal to admit an applicant as a member;

    8. (h)  the processing by NIRA of any application for the registration of a domain name or any other application or request, NIRA’s processing of any authorized or unauthorized changes to the registrant’s information or the failure by the registrant’s registrar to pay any fees;

    9. (i)  anybreachbyaregistrant’sregistrarofitsobligationsunderitsagreementwiththeregistrant or its agreement with NIRA or any other action or omission of the registrant or a registrant’s registrar;

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  1. (j)  the application of NIRA’s domain name dispute resolution policy or rules or the compliance with any order, ruling, decision or judgment made thereunder or by any court, tribunal, board, administrative body, commission or arbitrator and any actions taken in consequence thereof;

  2. (k)  the use of any domain name in the registry and any conflict or dispute with or any claim (as defined in section 3.1(i)) against the registrant or the registrant’s registrar, including one relating to:

    1. registered or unregistered trade-marks;

    2. business names, partnership names, corporate names and other trade names;

    3. names or indicia of individuals or groups or individuals;

    4. any other intellectual property rights;

    5. defamation of any person; or

    6. unlawful discrimination with respect to any person; or

  3. (l)  NIRA’sfailuretoconfirmorverifyanymembershipinformation.

7.5 Indemnity.

The Registrant agrees to indemnify and save NIRA and its contractors, agents, employees, officers, directors, Members, affiliates and assigns harmless from and against any and all damages, liabilities, obligations, losses, claims, demands, actions, causes of action, lawsuits, penalties, costs and expenses (including, without limitation, reasonable legal and other related costs) arising out of or in any way connected with:

  1. (a)  any breach of or non-fulfillment of any covenant or agreement on the part of the Registrant under this Agreement; or

  2. (b)  any incorrectness in or breach of any representation or warranty of the Registrant contained in this Agreement;

  3. (c)  the services of NIRA provided hereunder or the use by the Registrant of NIRA’s services, including without limitation violation by the Registrant of any intellectual property or other right of any Person and any defamation of or unlawful discrimination against any Person or any violation of any of the applicable Registry PRP relating to the services provided; or

  4. (d)  the actions or omissions of the Registrant and the Registrant’s Registrar(s).

ARTICLE 8
REGISTRA􏰀T REPRESE􏰀TATIO􏰀S, WARRA􏰀TIES & I􏰀DEM􏰀ITIES
8.1 Corporations.
Where the Registrant is a corporation, the Registrant covenants, represents and warrants to NIRA as follows:

  1. (1)  Incorporation and Power. The Registrant is a corporation duly incorporated under the laws of the jurisdiction of its incorporation and is duly organized, validly subsisting and in good standing under such laws.

  2. (2)  Authorization. The Registrant has all necessary corporate power, association and capacity to enter into this Agreement and all other documents and instruments contemplated by this Agreement and to carry out its obligations under this Agreement and such other documents and instruments. The execution and delivery of this Agreement and all other documents and instruments contemplated by this Agreement and the performance by the Registrant of its obligations under this Agreement and

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such other documents and instruments have been duly authorized by all necessary corporate action on the part of the Registrant.

(3) Enforceability of Obligations. This Agreement constitutes a valid and binding obligation of the Registrant enforceable against the Registrant in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

8.2 Partnerships and Trusts.
Where the Registrant is a partnership or a trust, the Registrant covenants, represents and warrants as follows:

  1. (1)  Existence. The Registrant is duly formed, organized, established and validly existing under the laws of the jurisdiction in which it was formed, organized and established.

  2. (2)  Authorization. The Registrant has the power, association and capacity to enter into this Agreement and all other documents and instruments contemplated by this Agreement and to carry out its obligations under this Agreement and such other documents and instruments. The execution and delivery of this Agreement and all other documents and instruments contemplated by this Agreement and the performance by the Registrant of its obligations under this Agreement and such other documents and instruments have been duly authorized by all necessary action on the part of the Registrant.

  3. (3)  Enforceability of Obligations. This Agreement constitutes a valid and binding obligation of the Registrant enforceable against the Registrant in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

8.3 Other Registrants.
Where the Registrant is not a corporation, a partnership or a trust, the Registrant covenants, represents and

warrants to NIRA as follows:

  1. (1)  Capacity. The Registrant has the legal capacity and all necessary power and association to execute and deliver this Agreement and all other documents and instruments contemplated by this Agreement and to perform the obligations of the Registrant under this Agreement and such other documents and instruments.

  2. (2)  Enforceability. This Agreement constitutes a legal, valid and binding obligation of the Registrant, enforceable against the Registrant by NIRA in accordance with its terms; subject, however, to limitations on enforcement imposed by bankruptcy, insolvency or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

8.4 Additional Representations, Warranties and Covenants.
The Registrant represents, warrants and covenants to NIRA as follows:

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  1. (1)  Association. The Registrant has or will have authorized each of the Registrant’s Registrars to apply on behalf of the Registrant for the registration of a selected Domain Name and to apply on behalf of the Registrant to transfer, renew, modify, maintain, terminate and take any other action with respect to a Domain Name Registration in the name of that Registrant for which a Registrant’s Registrar is the Registrar of record.

  2. (2)  Registration Information. All Registration Information is and at all times shall be true and accurate in all respects.

  3. (3)  Insolvency. The Registrant is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Nigeria) nor has made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. The Registrant has not initiated proceedings with respect to a compromise or arrangement with its creditors or, if the Registrant is a corporation or a partnership, for its winding- up, liquidation or dissolution. No receiver has been appointed in respect of the Registrant or any of its assets and no execution or distress has been levied upon any of its assets.

  4. (4)  No Infringement. Neither the registration of any Domain Name nor the manner in which the Registrant intends to use or uses such Domain Name will directly or indirectly infringe or otherwise violate the trade-mark or other intellectual property or other rights of any Person or defame any Person or unlawfully discriminate against any Person or breach any Applicable Laws.

  5. (5)  Qualification. The Registrant meets the Nigerian Presence Requirements for Registrants.

8.5 Survival and Reasonableness.

The Registrant acknowledges and agrees that the limitations on warranties, conditions and liabilities, the representations and warranties of the Registrant contained in Article 8 and the restrictions and indemnities set forth in Articles 7 and 8 shall forever survive the expiry or termination of this Agreement or any suspension or cancellation of any Domain Name Registration. The Registrant acknowledges and agrees that such provisions are reasonable in the context of NIRA’s status as a not-for-profit organization that is performing a public service on a cost-recovery basis.

ARTICLE 9
LEGAL RELATIO􏰀SHIP 9.1 Independent Contractors.

The legal relationship between NIRA and the Registrant and NIRA and each Registrant’s Registrar is that of independent contractors. Under no circumstances shall this Agreement be construed to create a partnership, agency or joint venture between NIRA and the Registrant or NIRA and any of the Registrant’s Registrar(s).

9.2 􏰀o Agency.

Except as provided in Section 9.3, neither party shall have any right, power nor association to act on behalf of the other party and neither party shall create any express or implied obligations or financial commitments on behalf of the other party.

9.3 Appointment of 􏰀IRA as Attorney-in-Fact.
The Registrant constitutes and appoints NIRA and any officer or agent of NIRA, with full power of

substitution, as the Registrant’s true and lawful attorney-in-fact with full power and association in the place 18

of the Registrant and in the name of the Registrant or in its own name, from time to time in NIRA’s discretion after the occurrence of any event listed in Sections 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11,6.15, 6.16, and 6.17 to take any and all appropriate action and to execute any and all documents and instruments as, in the opinion of such attorney acting reasonably, may be necessary or desirable to accomplish the purposes of this Agreement including, without limitation, to preserve the rights of other registrants of the Registry and the integrity of the Registry. These powers are coupled with an interest and are irrevocable until this Agreement is terminated.

9.4 Registrant as Member of 􏰀IRA.

Nothing in this Agreement confers or shall be deemed to confer, Membership or any rights of Membership on the Registrant. The Registrant acknowledges that the Registrant may become and continue as a Member of NIRA only in accordance with NIRA’s constitution, and applicable Registry PRP. Copies of NIRA’s articles of incorporation and constitution are set out on NIRA’s website.

9.5 􏰀IRA Constating Documents and PRP.
Nothing in this Agreement limits or shall be deemed to limit NIRA’s rights pursuant to its Letters Patent,

Constitution and Registry PRP.

ARTICLE 10
AME􏰀DME􏰀T OF AGREEME􏰀T 10.1 Amendment by 􏰀IRA.

  1. (1)  NIRA shall have the right, at any time and from time to time, to amend any or all of the terms and conditions of this Agreement provided that any such amendment to this Agreement shall be applicable to all Persons seeking the registration of a Domain Name or who maintain a Domain Name Registration. Any such amendment to this Agreement will be binding and effective upon the later of seven (7) days after the posting of such amendment on NIRA’s website (currently at http://www.nira.ogr.ng) and seven (7) days after NIRA gives notice that amendments to the Registrant Agreement have been made. The notice will only include a message that amendments to the Registrant Agreements have been made, a link to a summary of the amendments, and a link to the amended Agreement in full.

  2. (2)  NIRA shall have the right, at any time and from time to time, to amend any or all of the Registry PRP or establish new Registry PRP. Any such amendment to the Registry PRP or new Registry PRP will be binding and effective no earlier than seven (7) days after the posting of such amendment or new Registry PRP on NIRA’s website.

  3. (3)  The Registrant agrees to periodically review NIRA’s website, including the current version of this Agreement and the applicable Registry PRP available on NIRA’s website, to be aware of any amendments to this Agreement and the applicable Registry PRP and any new applicable Registry PRP.

  4. (4)  If the Registrant does not agree with any such amendment or new applicable Registry PRP, then the Registrant may terminate this Agreement in accordance with Section 6.17. By continuing to maintain Domain Name Registrations in the Registry in accordance with this Agreement, the Registrant agrees to be bound by such amendments and new applicable Registry PRP after they become effective.

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ARTICLE 11
GE􏰀ERAL TERMS
11.1 Registrant Bound as a Principal.

The Registrant agrees that the Registrant is bound as a principal by all of the terms and conditions of this Agreement, and the applicable Registry PRP, notwithstanding that the Registrant’s Registrar and/or an agent of the Registrant applied for the registration of the Registrant’s selected Domain Name(s) on behalf of the Registrant. The continued registration of the Registrant’s Domain Name Registrations shall ratify any unauthorized actions of the Registrant’s Registrar and any such agent. In addition, the Registrant is responsible for any errors made by the Registrant’s Registrar or any such agent.

11.2 Heading and Table of Contents.
The division of this Agreement into Articles and Sections and the insertion of headings are for convenience

of reference only and will not affect the construction or interpretation of this Agreement. 11.3 􏰀umber and Gender.

Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

11.4 Statute References.
Any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated,

be deemed to be a reference to such statute or section as re-enacted from time to time. 11.5 􏰀otices.
To be effective, any notice or other communication sent by:

  1. (a)  NIRA to the Registrant under this Agreement or in connection with the Registrant’s Domain Name Registration(s) must be in writing and sent by email to the email address for the Registrant’s Administrative Contact which appears at the time of the notice in the Registration Information; and

  2. (b)  the Registrant to NIRA under this Agreement or in connection with the Registrant’s Domain Name Registration(s) must be in writing and sent by email to regsupport@nira.org.ng.

11.6 Time of Essence.
Time will be of the essence of this Agreement in all respects. 11.7 Further Assurances.

Each party will promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement that the other party may reasonably require, for the purposes of giving effect to this Agreement. Without limiting the generality of the foregoing, the Registrant agrees from time to time at NIRA’s request:

(i) toexecuteanddelivertoNIRAapaperversionofthethencurrentversionofthisAgreement;and

(ii) to confirm the Registrant’s agreement and acceptance of the then current version of this Agreement (including the applicable Registry PRP) in accordance with the applicable Registry PRP.

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11.8 Successors and Assigns.

This Agreement will enure to the benefit of, and be binding on, the parties and their respective administrators, executors or other legal representatives, successors and permitted and qualified assigns. NIRA may assign or transfer all or any part of its rights and obligations under this Agreement to any Person. NIRA shall provide the Registrant and the Registrant’s Registrars with 30 days prior notice of any such assignment or transfer. The Registrant shall not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement without the prior written consent of NIRA, which consent may not be arbitrarily and unreasonably withheld and any such purported assignment or transfer, or attempt to so assign and transfer without NIRA’s prior written consent, shall be of no force and effect. In no event shall the Registrant or the Registrant’s administrators, executors or legal representatives are permitted to assign or transfer the rights or obligations of the Registrant under this Agreement to any Person who does not meet the Nigerian Presence Requirements for Registrants for the closed SLDs.

11.9 Entire Agreement.

This Agreement (including the applicable Registry PRP and the Legal Notice which are incorporated by reference herein) constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement.

11.10 Waiver.

A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. The waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

11.11 Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11.12 Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria and the laws of Nigeria applicable in that State and will be treated, in all respects, as a State contract. However, should the Consumer Protection Act (Nigeria) (the “Act”) apply to this Agreement, where the Registrant is a consumer pursuant to the Act and is domiciled in the State at the time he/she enters into this Agreement, this Agreement will, in such circumstances only, be governed by and construed in accordance with the laws of the State and the laws of Nigeria applicable in that State.

11.13 Attornment.

The Registrant agrees that:
(a) any action or proceeding instituted by the Registrant relating to this Agreement or its dealings with

NIRA shall be brought in a court of competent jurisdiction in the any City in Nigeria and, for that
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purpose, the Registrant now irrevocably and unconditionally attorns and submits to the jurisdiction of such court;

(b) the Registrant will not oppose the enforcement against it in any other jurisdiction of any judgment or order duly obtained from an court as contemplated by this Section 11.13. The Registrant agrees that NIRA may, in NIRA’s sole discretion, bring any action or proceeding relating to this Agreement in a court of competent jurisdiction in any jurisdiction in which the Registrant is incorporated, registered or resident or in which the Registrant has a place of business or in a court of competent jurisdiction in any City in Nigeria. In any such event, the Registrant agrees that

  1. (i)  it irrevocably waives any right to, and will not, oppose any such action or proceeding on any jurisdictional basis, and

  2. (ii)  it will not oppose the enforcement against it of any judgment or order duly obtained from any such court as contemplated by this Section 11.13.

11.14 Force Majeure.

  1. (1)  If, as a result (in whole or in part) of Force Majeure (as defined below), either party fails to perform or comply with any of its obligations under this Agreement, such failure will not constitute a default under or breach of this Agreement or give rise to any liability. The time for performing or complying with the obligation in question will be extended by a period equal to the period during which the Force Majeure operates to prevent (in whole or in part) compliance. The party whose performance is affected by the event of Force Majeure will promptly give notice to the other party of the occurrence of any Force Majeure, which prevents performance or compliance with an obligation under this Agreement.

  2. (2)  For the purposes of this Agreement, “Force Majeure” means any cause beyond the reasonable control of the party seeking to take advantage of such Force Majeure, including, without limitation, any strike, lock-out, labour dispute, act of God, inability to obtain labour, utilities or services, acts of any government association, enemy or hostile actions, sabotage, war, blockades, insurrections, riots, epidemics, pandemics, washouts, nuclear and radiation activity or fallout, civil disturbances, explosions, fire or other casualty, unanticipated loads of transactions in the Registry system, breaches of security, computer viruses, faults in third party software and equipment and degradation or failure of telecommunications services; provided that if any such event is reasonably foreseeable by the party seeking to take advantage of such Force Majeure, such party shall have taken all reasonable steps within its reasonable control to avoid the occurrence of such Force Majeure.

11.15 Remedies Cumulative.

The rights and remedies of NIRA under this Agreement are cumulative and no exercise or enforcement by NIRA of any right or remedy hereunder shall preclude the exercise or enforcement by NIRA of any other right or remedy hereunder or to which it is otherwise entitled by law to enforce.

11.16 Language.
The parties to this Agreement have required that this Agreement and all deeds, documents and notices

relating to this Agreement, be drawn up in the English language.

11.17 Electronic Copies.

The parties to this Agreement agree that, for electronic versions of the Registry PRPs and electronic versions of this Registrant Agreement (the “Electronic Documents”), only Portable Document Format (“PDF”) formatted, NIRA authored or approved, Electronic Documents, are acknowledged by NIRA as authoritative Electronic Documents with the sole exception of the Hypertext Markup Language (“HTML”) formatted

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Electronic Documents used during the confirmation process for creating a Registrant profile and the HTML format used for the Legal Notice and the Privacy Notice on NIRA’s website.

11.18 Copy of Agreement.

The Registrant acknowledges having downloaded, a copy of this Agreement and the applicable Registry PRP and the Legal Notice for the Registrant’s own records.

Non .com.ng Domain Registation Agreement.

a) Domain Names: If Smartweb shall acquire an Internet Domain Name on behalf of the customer, then in such case the Customer hereby waives any and all claims which it may have against Smartweb any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by Smartweb for any reason. Smartweb may identify itself at the time of registration or at a later date as one of the Domain Name contacts in order to administrate the Domain Name.

i) Registration: It is your responsibility to verify that the registration of your domain name is complete. And, when the domain name registration comes up for renewal, the Domain Name Registration Company ordinarily will email the contact for your domain to remind you it will soon expire. If you do not keep your domain name's registration current, then the domain registration will expire and the domain would then become available for others to register. It is your responsibility to be certain that you keep your domain name registered. ii) Changes: There is a one-time fee of =N= 2,000 for replacing an existing account domain name with another domain name, whether from spelling error(s) or other purposes.

Copyright Claim Policy

a) Domain Names: If Smartweb shall acquire an Internet Domain Name on behalf of the customer, then in such case the Customer hereby waives any and all claims which it may have against Smartweb any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by Smartweb for any reason. Smartweb may identify itself at the time of registration or at a later date as one of the Domain Name contacts in order to administrate the Domain Name.

i) Registration: It is your responsibility to verify that the registration of your domain name is complete. And, when the domain name registration comes up for renewal, the Domain Name Registration Company ordinarily will email the contact for your domain to remind you it will soon expire. If you do not keep your domain name's registration current, then the domain registration will expire and the domain would then become available for others to register. It is your responsibility to be certain that you keep your domain name registered. ii) Changes: There is a one-time fee of =N= 2,000 for replacing an existing account domain name with another domain name, whether from spelling error(s) or other purposes.

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