EXHIBIT A
Form of Registration Agreement
- AGREEMENT. In this Registration Agreement
("Agreement") "you" and
"your" refer to the registrant of each domain
name registration, "we", “us" and
"our" refer to TUCOWS Inc. and “Services”
refers to the domain name registration provided by us as
offered through (“RSP”). This Agreement explains our
obligations to you, and explains your obligations to us
for various Services. If you are registering your name
during the finite period of time when owners of trademarks
and service marks issued prior to October 2, 2000 and
having national effect will have the exclusive opportunity
to register identical domain names (“Sunrise Period”),
you agree to comply with the procedures, terms and
obligations. You acknowledge and agree that registrations
for domain names during the Sunrise Period will only be
accepted for a minimum registration term of five (5)
years.
- SELECTION OF A DOMAIN NAME. You represent that,
to the best of the your knowledge and belief, neither this
registration of a domain name nor the manner in which it
is directly or indirectly to be used infringes upon the
legal rights of a third party and, further, that the
domain name is not being registered for nor shall it at
any time whatsoever be used for any unlawful purpose
whatsoever.
- FEES. As consideration for the Services you have
selected, you agree to pay the RSP the applicable service
fees. All fees payable hereunder are non-refundable. As
further consideration for the Services, you agree to: (1)
provide certain current, complete and accurate information
about you as required by the registration process and (2)
maintain and update this information as needed to keep it
current, complete and accurate. All such information shall
be referred to as account information ("Account
Information"). By submitting this Agreement, you
represent that the statements in your Application are
true, complete and accurate.
- TERM. This Agreement shall remain in full force
during the length of the term of your domain name
registration(s) as selected, recorded, and paid for upon
registration of the domain name. Should you choose to
renew or otherwise lengthen the term of your domain name
registration, then the term of this Registration Agreement
shall be extended accordingly. Should the domain name be
transferred to another Registrar, the terms and conditions
of this contract shall cease.
- MODIFICATIONS TO AGREEMENT. You agree that we
may: (1) revise the terms and conditions of this
Agreement; and (2) change the services provided under this
Agreement. You agree to be bound by any such revision or
change will which shall be effective immediately upon
posting on our web site or upon notification to you by
e-mail or your country’s postal service pursuant to the
Notices section of this Agreement. You agree to review
this Agreement as posted on our web site periodically to
maintain an awareness of any and all such revisions. If
you do not agree with any revision to the Agreement, you
may terminate this Agreement at any time by providing us
with notice by e-mail or postal service pursuant to the
Notices section of this Agreement. Notice of your
termination shall be effective after processing by us. You
agree that, by continuing the use of Services following
notice of any revision to this Agreement or change in
service(s), you shall be bound by any such revisions and
changes. If you have registered your name during the
Sunrise Period, you agree to be bound by the Sunrise
Dispute Resolution Policy (“Sunrise Dispute Policy”)
found at (http://www.afilias.com/faq/sunrise-challenge.html).
You further agree to be bound by the ICANN Uniform Dispute
Resolution Policy (“Dispute Policy”) as presently
written and posted on http://resellers.tucows.com/opensrs/legal
and as shall be amended from time to time. You acknowledge
that if you do not agree to any such modifications, you
may request that your domain name be deleted from the
domain name database.
- MODIFICATIONS TO YOUR ACCOUNT. In order to change
any of your account information with us, you must use your
Account Identifier and Password that you selected when you
opened your account with us. You agree to safeguard your
Account Identifier and Password from any unauthorized use.
In no event shall we be liable for the unauthorized use or
misuse of your Account Identifier or Password.
- DOMAIN NAME DISPUTE POLICY. If you reserved or
registered a domain name through us, or transferred a
domain name to us from another registrar, you agree to be
bound by the Dispute Policies that are incorporated herein
and made a part of this Agreement by reference. The
current version of the general registration Dispute Policy
may be found at http://www.opensrs.org/legal/udrp.shtml.
Please take the time to familiarize yourself with this
policy.
- DOMAIN NAME DISPUTES. You agree that, if the
registration or reservation of your domain name is
challenged by a third party, you will be subject to the
provisions specified in the Sunrise Dispute Policy or the
Dispute Policy, as applicable. You agree that in the event
a domain name dispute arises with any third party, you
will indemnify and hold us harmless pursuant to the terms
and conditions contained in the Sunrise Dispute Policy or
Dispute Policy, as applicable.
- POLICY. You agree that your registration of the
domain name shall be subject to suspension, cancellation,
or transfer pursuant to a Tucows, Registry Operator, ICANN
or government-adopted policy, or pursuant to any registrar
or registry procedure not inconsistent with a Tucows,
Registry Operator, ICANN or government-adopted policy, (1)
to correct mistakes by us or the Registry in registering
the name or (2) for the resolution of disputes concerning
the domain name.
- AGENCY. Should you intend to license use of a
domain name to a third party you shall nonetheless be the
domain name holder of record and are therefore responsible
for providing your own full contact information and for
providing and updating accurate technical and
administrative contact information adequate to facilitate
timely resolution of any problems that arise in connection
with the domain name. You shall accept liability for harm
caused by wrongful use of the domain name. You represent
that you have provided notice of the terms and conditions
in this Agreement to a third party licensee and that the
third party agrees to the terms hereof.
- ANNOUNCEMENTS. We reserve the right to distribute
information to you that is pertinent to the quality or
operation of our services and those of our service
partners. These announcements will be predominately
informative in nature and may include notices describing
changes, upgrades, new products or other information to
add security or to enhance your identity on the Internet.
- LIMITATION OF LIABILITY. You agree that our
entire liability, and your exclusive remedy, with respect
to any Services(s) provided under this Agreement and any
breach of this Agreement is solely limited to the amount
you paid for such Service(s). Neither we nor our
contractors or third party beneficiaries shall be liable
for any direct, indirect, incidental, special or
consequential damages resulting from the use or inability
to use any of the Services or for the cost of procurement
of substitute services. Because some jurisdictions do not
allow the exclusion or limitation of liability for
consequential or incidental damages, in such
jurisdictions, our liability is limited to the extent
permitted by law. We disclaim any and all loss or
liability resulting from, but not limited to: (1) loss or
liability resulting from access delays or access
interruptions; (2) loss or liability resulting from data
non-delivery or data miss-delivery; (3) loss or liability
resulting from acts of God; (4) loss or liability
resulting from the unauthorized use or misuse of your
account identifier or password; (5) loss or liability
resulting from errors, omissions, or misstatements in any
and all information or services(s) provided under this
Agreement; (6) loss or liability resulting from the
interruption of your Service. You agree that we will not
be liable for any loss of registration and use of your
domain name, or for interruption of business, or any
indirect, special, incidental, or consequential damages of
any kind (including lost profits) regardless of the form
of action whether in contract, tort (including
negligence), or otherwise, even if we have been advised of
the possibility of such damages. In no event shall our
maximum liability exceed five hundred ($500.00) dollars.
- INDEMNITY. You agree to release, indemnify, and
hold us, our contractors, agents, employees, officers,
directors, affiliates and third party beneficiaries
harmless from all liabilities, claims and expenses,
including attorney's fees, of third parties relating to or
arising under this Agreement, the Services provided
hereunder or your use of the Services, including without
limitation infringement by you, or someone else using the
Service of any intellectual property or other proprietary
right of any person or entity, or from the violation of
any of our operating rules or policy relating to the
Service(s) provided. You also agree to release, indemnify
and hold us harmless pursuant to the terms and conditions
contained in the Dispute Policy. When we are threatened
with suit by a third party, we may seek written assurances
from you concerning your promise to indemnify us; your
failure to provide those assurances shall be a breach of
your Agreement and may result in deactivation of your
domain name. This indemnification obligation will survive
the termination or expiration of this Agreement.
- TRANSFER OF OWNERSHIP. The person named as
registrant on the WHOIS shall be the registered name
holder. The person named as administrative contact at the
time the controlling user name and password are secured
shall be deemed the designate of the registrant with the
authority to manage the domain name. You agree that prior
to transferring ownership of your domain name to another
person (the Transferee") you shall require the
Transferee to agree in writing to be bound by all the
terms and conditions of this Agreement. Your domain name
will not be transferred until we receive such written
assurances or other reasonable assurance that the
Transferee has been bound by the contractual terms of this
Agreement (such reasonable assurance as determined by us
in our sole discretion) along with the applicable transfer
fee. If the Transferee fails to be bound in a reasonable
fashion (as determine by us in our sole discretion) to the
terms and conditions in this Agreement, any such transfer
will be null and void. You acknowledge that you will not
be entitled to change registrars during the first sixty
(60) days following the registration of your domain name.
- BREACH. You agree that failure to abide by any
provision of this Agreement, any operating rule or policy
or the Dispute Policy provided by us, may be considered by
us to be a material breach and that we may provide a
written notice, describing the breach, to you. If within
thirty (30) calendar days of the date of such notice, you
fail to provide evidence, which is reasonably satisfactory
to us, that you have not breached your obligations under
the Agreement, then we may delete the registration or
reservation of your domain name. Any such breach by you
shall not be deemed to be excused simply because we did
not act earlier in response to that, or any other breach
by you.
- NO GUARANTY. You acknowledge that registration or
reservation of your chosen domain name does not confer
immunity from objection to either the registration,
reservation, or use of the domain name.
- DISCLAIMER OF WARRANTIES. You agree that your use
of our Services is solely at your own risk. You agree that
such Service(s) is provided on an "as is",
"as available" basis. We expressly disclaim all
warranties of any kind, whether express or implied,
including but not limited to the implied warranties of
merchantability, fitness for a particular purpose and
non-infringement. We make no warranty that the Services
will meet your requirements, or that the Service(s) will
be uninterrupted, timely, secure, or error free; nor do we
make any warranty as to the results that may be obtained
from the use of the Service(s) or as to the accuracy or
reliability of any information obtained through the
Service or that defects in the Service will be corrected.
You understand and agree that any material and/or data
downloaded or otherwise obtained through the use of
Service is done at your own discretion and risk and that
you will be solely responsible for any damage to your
computer system or loss of data that results from the
download of such material and/or data. We make no warranty
regarding any goods or services purchased or obtained
through the Service or any transactions entered into
through the Service. No advice or information, whether
oral or written, obtained by you from us or through the
Service shall create any warranty not expressly made
herein.
- INFORMATION. As part of the registration process,
you are required to provide us certain information and to
update us promptly as such information changes such that
our records are current, complete and accurate. You are
obliged to provide us the following information:
- Your name and postal address (or, if different, that
of the domain name holder);
- The domain name being registered;
- The name, postal address, e-mail address, and voice
and fax (if available) telephone numbers of the
administrative contact for the domain name;
- The name, postal address, e-mail address, and voice
and fax (if available) telephone numbers of the
billing contact for the domain name.
Any other information, which we request from you at
registration, is voluntary. Any voluntary information we
request is collected for the purpose of improving the
products and services offered to you through your RSP.
- DISCLOSURE AND USE OF REGISTRATION INFORMATION.
You agree and acknowledge that we will make domain name
registration information you provide available to ICANN,
to the registry administrators, and to other third parties
as applicable. You further agree and acknowledge that we
may make publicly available, or directly available to
third party vendors, some, or all, of the domain name
registration information you provide, for purposes of
inspection (such as through our WHOIS service) or other
purposes as required or permitted by ICANN and applicable
laws.
You hereby consent to any and all such disclosures and use
of information provided by you in connection with the
registration of a domain name (including any updates to
such information), whether during or after the term of
your registration of the domain name. You hereby
irrevocably waive any and all claims and causes of action
you may have arising from such disclosure or use of your
domain name registration information by us.
You may access your domain name registration information
in our possession to review, modify or update such
information, by accessing our domain manager service, or
similar service, made available by us through your RSP.
We will not process data about any identified or
identifiable natural person that we obtain from you in a
way incompatible with the purposes and other limitations
which we describe in this Agreement.
We will take reasonable precautions to protect the
information we obtain from you from our loss, misuse,
unauthorized accessor disclosure, alteration or
destruction of that information.
- REVOCATION. Your wilful provision of inaccurate
or unreliable information, your wilful failure promptly to
update information provided to us, or any failure to
respond to inquiries by us addressed to the email address
of the registrant, the administrative, billing or
technical contact appearing in the “Whois” directory
with respect to a domain name concerning the accuracy of
contact details associated with the registration shall
constitute a material breach of this Agreement and be a
basis for cancellation of the domain name registration.
Any information collected by us concerning an identified
or identifiable natural person (“Personal Data”) will
be used in connection with the registration of your domain
name(s) and for the purposes of this Agreement and as
required or permitted by the ICANN Agreement or an ICANN/Registry
Operator policy.
- RIGHT OF REFUSAL. We, in our sole discretion,
reserve the right to refuse to register or reserve your
chosen domain name or register you for other Services. In
the event we do not register or reserve your domain name
or register you for other Services, or we delete your
domain name or other Services within such thirty (30)
calendar day period, we agree to refund your applicable
fee(s). You agree that we shall not be liable to you for
loss or damages that may result from our refusal to
register, reserve, or delete your domain name or register
you for other Services.
We reserve the right to delete or transfer your domain
name within a thirty (30) day period following
registration if we believe the registration has been made
possible by a mistake, made either by us or by a third
party. We also reserve the right to suspend a domain name
during resolution of any dispute.
- SEVERABILITY. You agree that the terms of this
Agreement are severable. If any term or provision is
declared invalid or unenforceable, that term or provision
will be construed consistent with applicable law as nearly
as possible to reflect the original intentions of the
parties, and the remaining terms and provisions will
remain in full force and effect.
- NON-AGENCY. Nothing contained in this Agreement
or the Dispute Policies shall be construed as creating any
agency, partnership, or other form of joint enterprise
between the parties.
- NON-WAIVER. Our failure to require performance by
you of any provision hereof shall not affect the full
right to require such performance at any time thereafter;
nor shall the waiver by us of a breach of any provision
hereof be taken or held to be a waiver of the provision
itself.
- NOTICES. Any notice, direction or other
communication given under this Agreement shall be in
writing and given by sending it via e-mail or via postal
service. In the case of e-mail, valid notice shall only
have been deemed to have been given when an electronic
confirmation of delivery has been obtained by the sender.
In the case of e-mail, notifications must be sent to us at
lhutz@tucows.com, or in the case of notification to you,
to the e-mail address provided by you in your WHOIS
record. Any e-mail communication shall be deemed to have
been validly and effectively given on the date of such
communication, if such date is a business day and such
delivery was made prior to 4:00 p.m. EST, otherwise it
will be deemed to have been delivered on the next business
day. In the case of regular mail notice, valid notice
shall be deemed to have been validly and effectively given
5 business days after the date of mailing and, in the case
of notification to us or to RSP shall be sent to:
Our Address:
TUCOWS Inc.
96 Mowat Avenue
Toronto, Ontario M6K 3M1
CANADA
Attention: Legal Affairs
and in the case of notification to you shall be to the
address specified in the “Administrative Contact” in
your WHOIS record.
- ENTIRETY. You agree that this Agreement, the
rules and policies published by us and the Dispute Policy
are the complete and exclusive agreement between you and
us regarding our Services. This Agreement and the Dispute
Policy supersede all prior agreements and understandings,
whether established by custom, practice, policy or
precedent.
- GOVERNING LAW. This Agreement shall be governed
by and interpreted and enforced in accordance with the
LAWS OF Province of ontario and the FEDERAL LAWS OF canada
applicable therein without reference to rules governing
choice of laws. Any action relating to this Agreement must
be brought in ontario and you irrevocably consent to the
jurisdiction of such courts.
- INFANCY. You attest that you are of legal age to
enter into this Agreement.
- FOREIGN LANGUAGE: Controlling Language. In the
event that you are reading this agreement in a language
other than the English language, you acknowledge and agree
that the English language version hereof shall prevail in
case of inconsistency or contradiction in interpretation
or translation.
- Acceptance of Agreement. YOU ACKNOWLEDGE THAT YOU
HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF THE SERVICE AND ARE NOT RELYING ON ANY
REPRESENTATION AGREEMENT, GUARANTEE OR STATEMENT OTHER
THAN AS SET FORTH IN THIS AGREEMENT.
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