Registration Agreement
EXHIBIT A
Form of Registration Agreement .US
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
Web-SoftSolutions ("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/nexus_dispute_policy.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"), available
at http://www.neustar.us/policies/docs/usdrp.pdf. 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. 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.
