All services provided by Lexi.com Ltd. are governed by the Service Agreement below along with any additional terms and conditions applicable to specific services.
Last modified: March 24, 2022
THIS SERVICE AGREEMENT (the “Agreement” and/or “Terms and Conditions”) between you (the terms “Customer”, “you”, and/or “your” shall refer to the individual, entity, or organization that accepts this Agreement, has access to your account, or uses the Services) and Lexi.com Ltd. (the terms “Lexicom”, “we”, “us”, and/or “our” shall refer to Lexi.com Ltd.) sets forth the terms and conditions applicable to your purchase and/or use of our products and services (collectively, the “Service” or “Services”) as set forth herein. You and Lexicom may together be referred to herein as the “Parties” and each may be referred to herein as a “Party”. This Agreement explains our obligations to you, and your obligations to us in relation to any Services you purchas or otherwise utilize.
You acknowledge that you have read, understand, and agree to be bound by all of the Terms and Conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions, or service agreements that are or may be established by Lexicom and are incorporated herein by reference. You may also elect to purchase additional Services (the “Additional Services”) from Lexicom, our partners, and/or other third parties, which may have their own service agreements or other related terms and conditions, and it is your obligation to review, accept, and abide by those service agreements or other related terms and conditions, as well as this Agreement.
2. Term of Agreement
In all cases, regardless of other provisions herein, if an explicit written agreement specifies a start date for specific Services, this agreement will begin on that date with respect to those Services.
For Services provided on the basis of a formal or informal quotation or estimate (the “Quote”), this Agreement will begin upon written acceptance of the Quote.
For variable term subscription services, this agreement will begin on either the date payment is received by Lexicom, the date of the first invoice issued to you by Lexicom, or the date the Services are first provided, whichever is earliest, and will continue for the agreed term or until the Services are terminated by either Party.
For fixed term subscription services, this agreement will begin on either the date payment is received by Lexicom, the date of the first invoice issued to you by Lexicom, or the date the Services are first provided, whichever is earliest, and will continue until the expiration date of the Services. Fixed term subscription services have no provision for early termination except as otherwise enumerated in Service specific terms and conditions. Any Service which can ordinarily be terminated early is considered to be a variable term subscription service for the purpose of this Agreement.
Upon any termination of this Agreement by Customer or Lexicom pursuant to the terms of this Agreement, Customer shall continue to be obligated to pay to Lexicom any amounts payable by Customer under this Agreement up to and including the effective date of termination.
Upon termination of a fixed term subscription Service, the effective date of termination will be the original expiration date for the Service.
4. Limitation of Liability
Lexicom exercises no control whatsoever over the content of the information passing through its host computers and points of presence (“Lexicom’s Network”). Lexicom specifically denies any responsibility for the accuracy or quality of information obtained through Lexicom’s Network or any of its Services. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 BELOW, Lexicom (a) MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND EQUIPMENT IT IS PROVIDING, AND (b) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Notwithstanding anything to the contrary stated in this Agreement, Customer’s sole remedies for any claims relating to this Service or the Lexicom Network are set forth in Section 9 below.
Although Lexicom’s security efforts are consistent with industry practice in North America, complete privacy, confidentiality and security is not possible over the Internet. Customer agrees that since the Internet is not a fully secure medium for the communication of information, and since privacy and confidentiality therefore cannot be guaranteed, use of Lexicom’s Network may be accessed by, or disclosed to, other persons. Therefore, Customer agrees that Lexicom shall not be responsible or liable for any damage that Customer or any other person may suffer in connection with communication of private, confidential or sensitive information through Lexicom’s Network.
5. Billing and Payment
If applicable to the Services, Lexicom will invoice Customer for one-time set-up charge, which will be listed in the Quote, included in any supplementary agreement applicable to the Services, or otherwise published on Lexicom’s web site.
Invoicing for Services shall be in advance for the agreed upon or published term for the Services. This will normally be yearly but some services will have other billing frequencies, and the Parties may agree to an alternate schedule at any time. Any usage charges will be billed in arrears no later than the next regular invoice after the usage is known, but may be billed earlier at Lexicom’s discretion. All relevant telecommunications carrier charges and any additional charges or equipment rental or lease required for the Services are included in the invoiced amounts. All pricing, invoices, and payments shall be in Canadian dollars. Payment is due upon receipt of an invoice.
Accounts are in default if payment is not received within 30 days after date of invoice. If any account remains unpaid 60 days after date of invoice, Lexi.om may suspend or terminate any Services or terminate this Agreement. Such interruption does not relieve Customer from the obligation to pay the monthly charge. If Customer defaults, Customer agrees to pay Lexicom its reasonable expenses, including solicitor and collection agency fees, incurred in enforcing its rights under this Agreement.
Accounts in default are subject to an interest charge of 1.5% per month (19.56% per year).
7. Usage of Services
Lexicom’s Services are for the exclusive use of Customer and neither this Agreement nor any of Customer’s rights or obligations under this Agreement nor any of the Services may be assigned or otherwise provided by Customer to any other person without Lexicom’s prior written consent. Use of Lexicom’s Network is restricted by Lexicom’s Acceptable Use Policy (“AUP”) (available on the lexicom.ca website). Lexicom reserves the right to suspend or terminate any Services or terminate this Agreement for a violation of the AUP effective upon notice to Customer. Customer agrees to indemnify and hold harmless Lexicom from any losses, damages, costs or expenses resulting from any third party claim or allegation (“Claim”) arising out of or relating to use of any of the Services, including any Claim which, if true, would constitute a violation of the AUP.
Customer agrees that although Lexicom has no obligation whatsoever to monitor, review, inspect, screen, audit or otherwise verify content of the information passing through Lexicom’s Network, Lexicom shall have the right to undertake any such activities concerning compliance with the restrictions under this Agreement.
Any access to other networks connected to Lexicom’s Network must comply with the rules appropriate for that other network.
8. Provision by Suppliers
All Services are provided subject to pricing and availability of service from Lexicom’s suppliers of telecommunications and other services (“Suppliers”). Lexicom reserves the right to cancel based on lack of availability of service from Lexicom’s suppliers.
9. Customer Equipment
Customer will have sole responsibility for obtaining, installing and maintaining all equipment, software and/or communications services necessary for interconnection with Lexicom’s Network or otherwise for use in conjunction with any of the Services. Customer will have sole responsibility for ensuring that such equipment, software, and services are compatible with Lexicom’s requirements and that they continue to be compatible with any modifications to any of the Services by Lexicom from time to time.
10. Modification of Agreement
Lexi.com Ltd. may, from time to time, modify the charges (including late payment charges) or any other term or condition of this Agreement provided that it gives the Customer at least 30 days advance written notice, provided however that any price increase attributable to Supplier pricing shall be effective immediately upon written notice to customer. Customer agrees that an insert in or a notice on Customer’s Lexicom invoice constitutes a sufficient notice to Customer. Customer agrees to pay the new charges and abide by the new terms and conditions described in such notice, or alternatively, Customer may terminate this Agreement without penalty upon giving written notice to Lexi.com Ltd. prior to the expiration of the 30 day period referred to above.
11. Service Level Agreement
The Service Level Agreement (“SLA”) applies only to Customers agreeing to a minimum service period of one calendar quarter (3 months) or more for dedicated network access services, and only with respect to the provision of such services during the service period. To activate the SLA for such a service, eligible Customers must register for the SLA with Lexicom.
An up to date copy of the SLA can be found on the lexicom.ca web site. Lexicom reserves the right to amend the SLA from time to time effective upon notifying Customer in writing, provided that in the event of any amendment resulting in a material reduction in the SLA’s service levels or credits, the Customer may terminate this Agreement without penalty by providing Lexicom written notice of termination during the 30 days following such amendment.
The SLA sets forth Customer’s sole remedies for any claim relating to any of the Services or Lexicom’s Network, including any failure to meet any guarantee set forth in the SLA. Lexicom’s records and data shall be the basis for all SLA calculations and determinations. Notwithstanding anything to the contrary, the maximum amount of credit in any calendar month under the SLA shall not exceed the monthly fee and/or set-up charge which, absent the credit, would have been charged for the affected Services that month.
The provision of network service at any particular connection rate does not constitute a guarantee of the end to end throughput or bandwidth available to Customer.
12. Force Majeure
Lexicom shall not be liable for any delay or failure in performance due to force majeure, which shall include without limitation acts of God, earthquake, labour disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or other occurrences which are beyond Lexicom’s reasonable control.
13. Intellectual Property
Customer may not use Lexicom’s name, trademarks, trade names or other proprietary identifying symbols without the prior written approval of Lexicom.
Customer may not assign or transfer any of its rights or obligations under this Agreement without the express prior written consent of Lexicom provided that the Customer may assign or transfer this Agreement to any affiliate of the Customer upon advance written notice to Lexicom.
15. Choice of Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta, and the federal laws of Canada applicable in such province.
16. No Waiver
No failure on the part of either party to exercise, and no delay in exercising, any right or remedy under this Agreement shall operate as a waiver of such right or remedy; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy granted under this Agreement or by law.
If any term of this Agreement, or the application of such term to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such term to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.
18. Choice of Language
Le Client et Lexicom ont demandé expressément que la présente entente et tous les documents, annexes et avis connexes soient rédigés en anglais. The Customer and Lexi.com Ltd. have expressly requested that the Agreement and all documents, appendices and notices be drafted in the English language.
19. Data Protection
Customer acknowledges that information regarding Customer, its employees, customers, or any user of the Services or Network (“Users”) provided to or otherwise obtained by Lexicom in connection with this Agreement (“Data”) may be processed (including without limitation incorporation into globally accessible Lexicom database(s) of customer information) by Lexicom, (i) in connection with processing Customer’s order, and the delivery, installation, support, and maintenance of the Services (including processing by Lexicom agents). Customer will comply with applicable data protection laws and Lexicom instructions, and maintain adequate security to protect the confidentiality of such Data.
20. Domain Registrations
Customer acknowledges that registration of internet domain names (“Domains”) requires agreeing to the specific terms of service from whichever registration authority, or agent thereof, is providing the registration services for that Domain. Each top level domain (“TLD”) is operated by a registry authority (“Registry”) which may designate agents (“Registrars”) to handle domain registration transactions.
Lexicom is a certified .CA Registrar and handles .CA Domains directly. Registration of domains within the .CA TLD requires agreeing to the CIRA Registrant Agreement, a copy of which is available on the cira.ca web site.
Lexicom serves as a reseller of other Registrars for TLDs other than .CA. For most common TLDs, Lexicom uses Network Solutions as the Registrar. Registration of those domains, which includes but is not limited to .COM, .NET, .ORG, and .INFO TLDS, requires agreeing to the Network Solutions Domain Name Registration Agreement, a copy of which can be found on the networksolutions.com web site.
Customer also acknowledges that the Registry and/or its Registrars may contact Customer from time to time in connection with Customer’s Domain registration(s).
Lexicom will send renewal notices and other communication related to Customer’s Domain registrations by email to the email address on record for each Domain, and may send copies of those notices to any other addresses that Lexicom has on record. These notices are deemed to be received once they are sent, regardless of delivery status. Customer agrees that Lexicom is not liable for lapsed or lost domain registrations in the event that these notices are not received by Customer as long as the notices were sent to the email address Lexicom has on record at the time the notices were sent. This includes, but is not limited to, notices being filtered by the recipient’s email software or provider, and failure of Customer to keep the contact information for the Domain registration up to date.
Domain registrations are a fixed term subscription service. Once a registration or renewal has been processed, there is no possibility for refund. However, Customer may choose to transfer any Domain to another Registrar or service provider at any time. For most TLDs, the term already paid will be retained after the transfer. Upon completion of the transfer of a Domain to another Registrar or provider, Lexicom’s obligations related to the Domain under this Agreement will cease. With the exception of paying any outstanding amount owed for the Domain registration, Customer’s obligations related to the Domain under this Agreement will cease upon completion of the transfer of the Domain.