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 Servelocity Ltd. This Agreement explains our
obligations to
you, and explains your obligations to us for the Services.
- 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 agree to pay
the Reseller the applicable service(s) 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
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 violation of this
Section 3 will constitute a material breach of this agreement which will
entitle either us or the Registry to terminate this agreement immediately
without any refund and without notice to you.
- 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 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 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. You further agree to be bound by
the Registry dispute policy (.Dispute Policy.) as presently written and
posted on http://www.nic.cc/policies/dispute.html
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 Policy that is
incorporated herein and made a part of this Agreement by reference. The
current version of the Dispute Policy may be found at http://www.enic.cc/en-def-85c427fc0417/en/policies/dispute.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 Dispute Policy. 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 Dispute Policy. You acknowledge that neither we nor the
Registry screen or otherwise review your domain name application to verify
that you have the legal right to use a particular word or term. You are
strongly encouraged to perform a trademark search with respect to the
words and/or phrases comprising your domain name prior to applying for
registration of the domain. You agree that you will be solely liable in
the event that your use of a domain constitutes an infringement or other
violation of a third party.s rights.
- POLICY. You agree that your registration of the domain name
shall be subject to suspension, cancellation, or transfer pursuant to a
Tucows, Registry, regulatory or government-adopted policy, or pursuant to
any registrar or registry procedure not inconsistent with a Tucows,
Registry, regulatory 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. You acknowledge and understand
that by accepting the terms and conditions of this agreement you shall be
bound by Registry policies and any pertinent rules or policies that exist
now or in the future and which are posted on the Registry website at http://www.nic.cc. You are responsible for
monitoring the Registry.s site on a regular basis. In the event that you
do not wish to be bound by a revision or modification to any Registry
policy, your sole remedy is to cancel your domain name registration by
following the appropriate Registry policy regarding such
cancellation.
- 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.
- 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, including but not
limited to Verisign, Inc. and eNic Corporation, 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.
- INDEMNITY. You agree to release, indemnify, and hold us, our
contractors, agents, employees, officers, directors, affiliates and third
party beneficiaries, including but not limited to Verisign, Inc. and eNic
Corporation, 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.
- SCOPE OF REGISTRATION. You will be entitled to exclusive use
of the domain name during the term of the registration. Notwithstanding
the foregoing, you shall not use, display, exploit or register a domain
name which action may constitute illegal activity or be in contravention
or violation of a Tucows or Registry policy. You acknowledge that a
breach of this clause will constitute a material breach of this agreement
which will entitle either Tucows or the Registry to terminate this
agreement immediately upon such breach without any refund. In addition,
both we and/or the Registry may, in our sole discretion, refuse
registration of your desired domain name within thirty (30) calendar days
from receipt of payment. Neither Tucows nor the Registry shall be liable
for any loss, damage or other injury whatsoever resulting from any refusal
to register your desired domain name.
- 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.
- BREACH. You agree that failure to abide by any provision of
this Agreement, any operating rule or policy or the Dispute Policy, 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 fifteen (15) 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
Reseller.
- DISCLOSURE AND USE OF REGISTRATION INFORMATION. You agree
and acknowledge that either we and/or the Registry may make directly
available to third parties or publicly available, some or all, of the
Account Information for inspection through our WHOIS service and for any
other purposes as may be required or permitted by applicable laws or
policies. You hereby irrevocably waive and release Tucows and/or the
Registry from any and all claims and causes of action you may have arising
from any disclosure, use, or unauthorized access of your Account
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.
- 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 Policy 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. 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
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.
- FORCE MAJEURE. You acknowledge and agree that neither we nor
the Registry shall be responsible for any failure or delay 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.
- 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.