US Registration Agreement
SCHEDULE A
Form
of Registration Agreement
1. AGREEMENT. In this Registration
Agreement ("Agreement") "Registrant", "you" and "your" refer to the registrant
of each domain name registration, "we", "us" and "our" refer to TUCOWS Inc.,
"Registry Operator" refers to NeuStar Inc., "DOC" refers to the United States of
America Department of Commerce, and "Services" refers to the domain name
registration provided by us as offered through __________________ ("RSP"). This
Agreement explains our obligations to you, and explains your obligations to us
for various Services.
2. .us NEXUS REQUIREMENT. Only those
individuals or organizations that have a substantive lawful connection in the
United States are permitted to register for .usTLD domain names. Registrants in
the .usTLD must satisfy the nexus requirement ("Nexus" or "Nexus Requirements")
set out at http://www.neustar.us/policies/docs/ustld_nexus_requirements.pdf"
3.
SELECTION OF A DOMAIN NAME. You certify and represent that:
- You have and shall continue to have, a bona fide presence in the United
States on the basis of real and substantial lawful contacts with, or lawful
activities in, the United States as defined in Section 2 hereinabove.
- The listed name servers are located within the United States;
- The data provided in the domain name registration application is true,
correct, up to date and complete, and that you will continue to keep all of
the information provided correct, up-to-date and complete;
- 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;
- That the domain name is not being registered for nor shall it at any time
whatsoever be used for any unlawful purpose whatsoever;
- You have the authority to enter into this Registration Agreement.
4. FEES. As consideration for the Services you have
selected, 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 statements in your
Application are true, complete and accurate.
5. 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.
6. MODIFICATIONS TO AGREEMENT. You agree that we
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 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. We
will not refund any fees paid by you if you terminate your agreement with us.
7. MODIFICATIONS TO YOUR ACCOUNT. You shall maintain your own
records appropriate to document and prove the initial registration date of the
domain name. 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.
8.
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 and the usDRP, as defined below, that is
incorporated herein and made a part of this Agreement by reference. Please take
the time to familiarize yourself with these policies.
9. DOMAIN NAME
DISPUTES. You acknowledge having read and understood and agree to be bound
by the terms and conditions of the following documents, as they may be amended
from time to time, which are hereby incorporated and made an integral part of
this Agreement:
- The Nexus Dispute Policy ("Dispute Policy), available at http://www.neustar.us/policies/docs/ustld_nexus_requirements.pdf.
The Dispute Policy will provide interested parties with an opportunity to
challenge a registration not complying with the Nexus Requirements.
- The usTLD Dispute Resolution Policy ("usDRP"). The usDRP is
intended to provide interested parties with an opportunity to challenge a
registration based on alleged trademark infringement. In addition to the
foregoing, you agree that, for the adjudication of disputes concerning or
arising from use of the Registered Name, you shall submit, without prejudice
to other potentially applicable jurisdictions, to the jurisdiction of the
courts (i) of your domicile,
- where Tucows is located, and
- the United States.
10. POLICY. You agree that your
registration of the domain name shall be subject to suspension, cancellation, or
transfer pursuant to any Tucows, Registry Operator, the DOC or
government-adopted policy, or pursuant to any registrar or registry procedure
not inconsistent with a DOC or government-adopted policy, (1) to correct
mistakes by us or the applicable Registry in registering the name or (2) for the
resolution of disputes concerning the domain name. The Registry Operator's
policies can be found at http://www.neustar.us/policies.
11. 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 a third party licensee and that
the third party agrees to the terms hereof. You acknowledge and agree that the
domain name has not been registered solely for the purposes of selling, trading
or leasing for compensation and will be used for a business or commercial
purpose.
12. 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.
13. 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 miss-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. In no event shall our maximum liability exceed five
hundred ($500.00) dollars.
14. INDEMNITY. You agree to release,
indemnify, and hold us, the Registry Operator, the DOC, our respective
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. 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.
15. 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 to be 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 may 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. You acknowledge that
you will not be entitled to change registrars during the first sixty (60) days
following the registration of your domain name.
16. BREACH. You
agree that failure to abide by any provision of this Agreement including but not
limited to any failure to abide by the Nexus Requirements, 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 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. If you license use of the domain name, you nonetheless
agree that you shall accept any and all liability for any harm caused by said
licensed use and suffered by Tucows, the Registry Operator and/or the DOC. 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:
- Your full name, postal address, e-mail address and telephone number
and fax number (if available) (or, if different, that of the domain name
holder);
- The domain name being registered;
- The name, postal address, e-mail address, and telephone number and
fax number (if available) telephone numbers of the administrative contact, the
technical contact and the billing contact for the domain name;
- The IP addresses and names of the primary nameserver and any
secondary nameserver(s) for the domain name;
- In addition to the foregoing, you will be required to provide
additional Nexus Information. The Nexus Information requirements are set out
at http://www.neustar.us/policies/docs/ustld_nexus_requirements.pdf.
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 we will make domain name registration information you
provide available to the DOC, to the Registry Operator, 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 the DOC and 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 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 RSP. 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.
21. 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 DOC or Registry Operator policy.
22. RIGHT OF REFUSAL. We, and/or Registry Operator, 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 following registration
if we believe the registration has been made possible by a mistake, made either
by us or by a third party. We also reserve the right to suspend a domain name
during resolution of a dispute.
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 Policies 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 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. 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 RSP 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
27. ENTIRETY. You
agree that this Agreement, the rules and policies published by Tucows, the DOC
and/or the Registry Operator 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. 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.