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EXHIBIT A
.de Registration Agreement
1. AGREEMENT. In this Registration Agreement
("Agreement"), "Registrant", "you" and
"your" refers to the registrant of each domain name
registration, "we", "us" and "our"
refers to Tucows Inc., "Registry" refers to DENIC eG, and
"Services" refers to the domain name registration provided
by us as offered through IPS Inc., the registration service provider
("Reseller"). This Agreement explains our obligations to
you, and explains your obligations to us for the Services.
2. SELECTION OF A DOMAIN NAME. You represent that:
(i) you have reviewed and have accepted the Registry's Terms and
Conditions and the Registry's Guidelines and have provided your
Reseller with written confirmation of same;
(ii) either you, or the person designated as the administrative
contact for the domain name, shall be resident or shall have a
branch in Germany;
(iii) 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.
3. FEES. As consideration for the Services, you agree to pay
the Reseller the applicable service(s) fees. All fees payable
hereunder are non-refundable even if you elect to transfer your
domain name to another registrar. 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 Account Information and all other statements put forth in your
application are true, complete and accurate. Both Tucows and the
Registry reserve the right to terminate your domain name
registration if: (i) information provided by you or your agent is
false, inaccurate, incomplete, unreliable, misleading or otherwise
secretive; or (ii) you have failed to maintain, update and keep your
Account Information true, current, complete, accurate and reliable.
You acknowledge that a breach of this Section 3 will constitute a
material breach of our agreement which will entitle either us or the
Registry to terminate this agreement immediately upon such breach
without any refund and without notice to you.
4. 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, payment shall be rendered by you in a timely
fashion and the term of this Registration Agreement shall be
extended accordingly. This clause shall supersede the procedure
outlined in the Registry Terms and Conditions such that the domain
name will be registered for the finite term you selected at the time
of registration or renewal. Should the domain name be transferred to
another Registrar, the terms and conditions of this contract shall
cease.
5. MODIFICATIONS TO AGREEMENT. You agree that either we or
the Registry 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
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 website periodically to
maintain an awareness of any and all such revisions. You agree that,
by continuing the use of Services following any revision to this
Agreement or change in service(s), you shall be bound by any such
revisions and changes. 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.
6. 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.
7. 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 by the Registry or
any court of law. 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 specified by the Registry or
any court of law.
8. POLICY. You agree that your registration of the domain
name shall be subject to suspension, cancellation, or transfer
pursuant to a Tucows, Registry or government-adopted policy, or
pursuant to any registrar or registry procedure not inconsistent
with a Tucows, Registry 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.
9. 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 any third party licensee and that the third party agrees to the
terms hereof.
10. 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.
11. 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 mis-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.
12. 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. 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.
13. 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 determined
by us in our sole discretion) to the terms and conditions in this
Agreement, any such transfer will be null and void.
14. BREACH. You agree that failure to abide by any provision
of this Agreement, any operating rule or 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.
15. NO GUARANTY. You acknowledge that registration or
reservation of your chosen domain name does not confer immunity from
objection to the registration, reservation or use of the domain
name.
16. 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.
17. 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:
(i) your name and postal address (or, if different, that of the
domain name holder);
(ii) the domain name being registered;
(iii) the name, postal address, e-mail address, and voice and fax
(if available) telephone numbers of the administrative contact for
the domain name; and
(iv) 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
improving the products and services offered to you through your
Reseller.
18. DISCLOSURE AND USE OF REGISTRATION INFORMATION. You agree
and acknowledge that we will make domain name registration
information you provide available 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 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 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 Reseller.
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.
19. 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 a
Registry policy.
20. 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.
21. 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.
22. NON-AGENCY. Nothing contained in this Agreement shall be
construed as creating any agency, partnership, or other form of
joint enterprise between the parties.
23. 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.
24. 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 be 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. E.S.T., 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 five (5) business days after the date of mailing
and, in the case of notification to us or to Reseller shall be sent
to:
Our address:
TUCOWS Inc.
96 Mowat Avenue
Toronto, Ontario
M6K 3M1
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.
25. ENTIRETY. You agree that this Agreement, the rules and
policies published by us are the complete and exclusive agreement
between you and us regarding our Services. This Agreement supersedes
all prior agreements and understandings, whether established by
custom, practice, policy or precedent.
26. 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.
27. INFANCY. You attest that you are of legal age to enter
into this Agreement.
28. FORCE MAJEURE. You acknowledge and agree that neither we
nor the Registry shall be responsible for any failures or delays in
performing our respective obligations hereunder arising from any
cause beyond our reasonable control, including but not limited to,
acts of God, acts of civil or military authority, fires, wars,
riots, earthquakes, storms, typhoons and floods.
29. 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.
30. 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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