THIS LEASE AGREEMENT (the “Agreement”) dated 4/1/2021 between Availa Inc, the owner of the Domain Name(s), of Colorado (the “Lessor”), and the party wishing to obtain the use of the Domain Name (the “Lessee”).
THE LESSOR AND THE LESSEE HEREBY AGREE as follows:
The Lessor shall lease to the Lessee and the Lessee shall lease from the Lessor the domain name, (“the Domain Name”) on the terms and conditions contained in this Lease.
2. Term and Use of the Domain Name
Subject to receipt of the first payment (as defined below at Paragraph 3), the term (the “Term”) of this Lease shall be for a period of (30) thirty days, commencing on the date payment is accepted the “Effective Date”) and expiring (30) thirty days thereafter, namely on the “Expiration Date”.
Throughout the Term, so long as the Lessee’s obligations under this Agreement are in good standing, the Lessee shall have the right to use the Domain Name in accordance with the terms and conditions contained herein.
Upon Expiry of the Term, this Lease Agreement shall be immediately terminated, except for the indemnification provisions arising out of the Lessee’s use of the Domain Name, as set out at Paragraph 8, below, which shall survive the termination of this Agreement.
On the anniversary date following thirty days after the first payment, the Lessee shall pay to the Lessor a monthly rental price in US dollars, for the use of Domain Name, inclusive of all applicable taxes and without any deduction or set-off (“Rent”).
The Rent is collectively referred to herein as “Payments”.
4. Option to Purchase
No option to purchase the domain is implied in this contract. The domain name(s) remain the property of Availa Inc.
5. Place of Payment
The Lessee shall make all Rent payments to the Lessor via credit card.
6. Ownership of Domain Name
- The Lessor retains full title to the Domain Name notwithstanding the Lease of the same to the Lessee subject only to the right only to use the Domain Name in accordance with the terms of this Lease, and subject to any valid exercise of the Option.
- The Domain Name shall remain registered to the Lessor throughout the Term of this Lease. The Lessee shall be entitled to direct the Lessor to set the DNS settings for the Domain Name from time to time.
7. Lessee’s Compliance
The Lessee, in its use of the Domain Name, shall comply with all applicable laws whether state, provincial, federal, national or international which apply to the use by the Lessee of the Domain Name. The Lessee shall use the Domain Name only for a website, mobile or desktop application, and associated email. The Lessee shall promptly notify the Lessor of any claim, demand, threat, or legal proceeding, arising in any way from the Lessee’s use of the Domain Name or the Lessor’s registration of the Domain Name. The Lessor retains the right to terminate this Lease Agreement upon one (1) business days’ notice, if the Lessee uses the Domain Name in any manner is not in compliance with any laws or regulations, worldwide, subject to the Lessee’s right to cure any such misconduct if such cure is curable, during the aforementioned one (1) day curative period.
The Lessee agrees to not use the Domain Name for adult material or the sending of spam or unsolicited commercial email.
The Lessee shall indemnify and save harmless the Lessor against all damages, losses or liabilities which may arise in respect of the Lessee’s use and operation of the Domain Name.
- The Lessor and the Lessee agree that each of the following events amounts to a default by the Lessee under this Lease:
- if the Lessee fails to pay any Payment payable under this Lease on the due date for payment, subject to a seven (7) day grace period;
- the Lessee fails to perform or observe any of the covenants or provisions of this Lease on the part of the Lessee to be performed or observed;
- if a writ of execution is issued against the Lessee’s property under a judgment in any court of competent jurisdiction;
- if a distress warrant is issued against the Lessee’s property under a judgment in any court of competent jurisdiction;
- If the Lessee becomes bankrupt or if the Lessee makes an assignment or composition with the Lessee’s creditors or if the Lessee is a body corporate and a resolution is passed or a petition filed for the winding up of the Lessee other than for the purposes of reconstruction or amalgamation or if the Lessee becomes subject to the appointment of a receiver.
- In the event default occurs, the Lessor may immediately or at any time thereafter without giving any notice to the Lessee reset the DNS setting for the Domain Name and terminate this Lease Agreement but without releasing the Lessee from any liability in respect of any breach or non-observance of any of the provisions contained or implied in this Lease and without prejudice to the Lessor’s right to retain all money paid to the Lessor pursuant to this Lease and the Lessor’s right to claim damages pursuant to subparagraph (c) below.
- If this Lease is terminated for any reason other than its due fulfillment by the Lessee, or other than as a result of Early Termination, or other than with the express consent of the Lessor in writing, then without prejudice to its other rights at law or in equity the Lessor may at any time demand immediate payment of all of the following:
- All arrears of Rent and other money then due and/or payable by the Lessee under the Lease.
- The Lessor’s loss on the Lease to be notified by the Lessor to the Lessee.
- All costs and expenses incurred by the Lessor enforcing this agreement.
- Interest on all money payable under this provision from the date of termination, the date of payment at the rate of 5% per year calculated monthly.
10. Invalidity or Severability
If any Article, Section, paragraph or provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall not affect or impair the validity or enforcement of any other provision of this Agreement. Any provisions of this Agreement which are or may be rendered invalid, unenforceable or illegal, shall be ineffective only to the extent of such invalidity, unenforceability or illegality, without affecting the validity, enforceability or legality of the remaining provisions of this Agreement, it being the intent and purpose that this Agreement should survive and be valid to the maximum extent permitted by applicable law. For greater certainty, this Agreement shall be read as if the invalid, unenforceable or illegal provision had never formed part hereof, and a “provision” for these purposes shall include the smallest severable portion of sections, paragraphs or clauses, or sentences contained therein, and not, unless the context absolutely requires, the whole thereof.
No party to this Agreement shall be deemed to have waived any of its rights, powers or remedies under this Agreement unless such waiver is expressly set forth in writing. No consent or waiver, express or implied, by a party of any breach or default by the other party in the performance of such other party of its obligations shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations under this Agreement of such other party. Failure on the part of a party to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by the first mentioned party of its rights under this Agreement.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Colorado and the parties hereby exclusively attorn to the jurisdiction of the courts of Denver County.
All notices required or permitted to be given pursuant to this Agreement shall be delivered by electronic email. Any notice sent by electronic email shall be deemed to be received on the date of actual delivery thereof.
By purchasing this service, the Lessee agrees to the terms of this agreement.