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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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