Exhibit A
Registration Agreement
1. 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., 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, 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
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 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 will remain in full force during the
length of the term of your Domain Name Registration 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, the
term of this Registration Agreement will be extended accordingly. 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 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 ICANN Uniform
Dispute Resolution Policy ("Dispute Policy") as presently written and
posted on http://www.icann.org/udrp/udrp-policy-24oct99.htm
and as such 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.
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 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.icann.org/udrp/udrp-policy-24oct99.htm. Please
take the time to familiarize yourself with this policy.
8. 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. For any dispute, you agree to submit to
the jurisdiction of you, the registrant.s domicile, and the courts where
we, Tucows, are located.
9. POLICY. You agree that your registration of the domain name
shall be subject to suspension, cancellation, or transfer pursuant to a
Tucows, Registry, ICANN or government-adopted policy, or pursuant to any
registrar or registry procedure not inconsistent with a Tucows, Registry,
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.
10. 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.
11. 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.
12. 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). We and our contractors shall not 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 states
do not allow the exclusion or limitation of liability for consequential or
incidental damages, in such states, 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.
13. INDEMNITY. You agree to release, indemnify, and hold us, our
contractors, agents, employees, officers, directors and affiliates and
VeriSign, Inc., and its directors, officers, employees, agents and
affiliates 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 with your computer, 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 may be considered by us to 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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 such that we
can continue to improve the products and services offered to you through
your Reseller.
19. 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, and
guidelines, limits and restrictions on disclosure or 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
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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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 regular mail. 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
notification to us or to Reseller to lhutz@tucows.com or [Insert E-mail
Address for Reseller] or, in the case of notice to you, at 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 Reseller shall be sent to:
TUCOWS Inc.
Registrant Affairs Office
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.
26. 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.
27. 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.
28. INFANCY. You attest that you are of legal age to enter into
this Agreement.
29. 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.
30. 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.
31. 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.