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 Digitus Communications 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, 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, then 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
website 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 the courts 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 the Registry, Public Interest Registry, 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 forReseller] 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 as 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.