gTLD Registration Agreement (Exhibit A)
1.
AGREEMENT. In this Registration Agreement ("Agreement") "you" and "your"
refer to each customer, "we", us" and "our" refer to Tucows.com Inc. and
"Services" refers to the domain name registration provided by us as offered
through __________________, the Registration Service Provider ("RSP"). This
Agreement explains our obligations to you, and explains your obligations to us
for various Services.
2. SELECTION OF A DOMAIN NAME. You represent
that, to the best of the your knowledge and belief, neither the registration of
the SLD name nor the manner in which it is directly or indirectly used infringes
the legal rights of a third party and that the Domain Name is not being
registered for any unlawful purpose.
3. FEES. As consideration for
the services you have selected, you agree to pay to us, or your respective RSP
who remits payment to us on your behalf, 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"). You, by completing and submitting this Agreement represent that
the statements in your application are true.
4. TERM. You agree
that the Registration Agreement will remain in full force during the length of
the term of your Domain Name Registration. 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. 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 you transfer your domain name or should the domain name
otherwise be transferred due to another Registrar, the terms and conditions of
this contract shall cease and shall be replaced by the contractual terms in
force for the purpose of registering domain names then in force between SLD
holders and the new Registrar.
5. MODIFICATIONS TO AGREEMENT. You
agree, during the period of this Agreement, that we may: (1) revise the terms
and conditions of this Agreement; and (2) change the services provided under
this Agreement. Any such revision or change will be binding and effective
immediately on posting of the revised Agreement or change to the service(s) on
our web site, or on notification to you by e-mail or regular mail as per the
Notices section of this agreement. You agree to review our web site, including
the Agreement, periodically to be aware of any 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 regular mail as per the
Notices section of this agreement. Notice of your termination will be effective
on receipt and processing by us. You agree that, by continuing to use the
Services following notice of any revision to this Agreement or change in
service(s), you shall abide by any such revisions or changes. You further agree
to abide by the ICANN Uniform Dispute Resolution Policy ("Dispute Policy") as
amended from time to time. You agree that, by maintaining the reservation or
registration of your domain name after modifications to the Dispute Policy
become effective, you have agreed to these modifications. 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. Please safeguard your Account Identifier and
Password from any unauthorized use. In no event will 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 which 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.shtml.
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 in effect at the time of the dispute.
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 The Province of Ontario.
9. ICANN
POLICY. You agree that your registration of the SLD name shall be subject to
suspension, cancellation, or transfer pursuant to any ICANN-adopted policy, or
pursuant to any registrar or registry procedure not inconsistent with an
ICANN-adopted policy, (1) to correct mistakes by Registrar or the Registry in
registering the name or (2) for the resolution of disputes concerning the SLD
name.
10. AGENCY. Should you intend to license use of a domain
name to a third party you shall nonetheless be the SLD 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 SLD. You shall accept liability for harm caused by wrongful
use of the SLD, unless you promptly disclose the identity of the licensee to the
party providing you reasonable evidence of actionable harm. You also represent
that you have provided notice of the terms and conditions in this Agreement to
the third party and that the third party agrees to the terms of Disclosure and
Use of Registration Information (sections 18 and 19 of this
Agreement).
11. ANNOUNCEMENTS. We and the RSP 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. In no event shall our maximum liability exceed five hundred
($500.00) dollars.
13. INDEMNITY. You agree to release, indemnify,
and hold us, our contractors, agents, employees, officers, directors and
affiliates harmless from all liabilities, claims and expenses, including without
limitation Network Solutions, Inc., and the directors, officers, employees and
agents of each of them, 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.
14. TRANSFER OF OWNERSHIP. The person named as
administrative contact at the time the controlling 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.
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 agree that, by registration or reservation of your
chosen domain name, such registration or reservation does not confer immunity
from objection to either 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. 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 RSP.
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 ICANN and
applicable laws may require or permit. 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 the 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
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 access or 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 your failure to respond for over fifteen 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 SLD registration.
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 within
thirty (30) calendar days from receipt of your payment for such 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.
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 have been given when an electronic confirmation
of delivery has been obtained by the sender. In the case of e-mail notification
to us or to the RSP to lhutz@Tucows.com or
[Insert E-mail Address for RSP ] 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 the RSP shall be sent
to:
Tucows.com Inc. Registrant Affairs Office 96 Mowat Avenue Toronto,
Ontario M6K 3M1 - OR - [Insert RSP address] 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. 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.