APPENDIX A
Form of 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 WholeSaleNics.net, ("RSP").
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 the RSP 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.
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, 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.
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 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.
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.opensrs.org/legal/udrp.shtmlnic.cc/policies/dispute.html.
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. 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.
9. 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.
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). 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.
13. 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.
14. 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.
15. TRANSFER OF OWNERSHIP. The person named as registrant
at the time the user name and password are secured shall be the owner
of 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.
16. 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.
17. 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.
18. 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.
19. 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;
(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 the
purpose of improving the products and services offered to you through
your RSP.
20. 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. .
21. REVOCATION. Your wilful provision of inaccurate
or unreliable information, your wilful failure promptly to update information
provided to us, or your failure to respond for over fifteen (15) calendar
days to inquiries by us concerning the accuracy of contact details associated
with the your registration shall constitute a material breach of this
Agreement and be a basis for cancellation of the domain name registration.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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 RSP 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.
27. 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.
28. 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.
29. INFANCY. You attest that you are of legal age
to enter into this Agreement.
30. 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.
31. 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.
32. 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.
