EXHIBIT A
Registration Agreement
1. In this Registration Agreement ("Agreement") "Registrant", "you" and "your"
refers to the registrant of each domain name registration, "we", "us" and "our"
refers to Tucows.com Co., and "Services" refers to the domain name registration
services provided by us as offered through Nettica Corporation, the Registration
Service Provider ("Reseller"). Any reference to a "registry," "Registry" or "Registry
Operator" shall refer to the registry administrator of the applicable TLD or ccTLD.
This Agreement explains our obligations to you, and explains your obligations to
us for the Services. By agreeing to the terms and conditions set forth in this Agreement,
you are also agreeing to be bound by the rules and regulations set forth by a registry
for that particular registry only.
2. SELECTION OF A DOMAIN NAME. You acknowledge and agree that we cannot guarantee
that you will obtain a desired domain name registration, even if an inquiry indicates
that a domain name is available at the time of your application for same. You represent
that, to the best of the your knowledge and belief, neither the registration of
the 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.
3. FEES. As consideration for the Services, you agree to pay Reseller the
applicable service(s) fees prior to the effectiveness of a desired domain name registration
or any renewal thereof. All fees payable hereunder are non-refundable even if your
domain name registration is suspended, cancelled or transferred prior to the end
of your current registration term. 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 represent that
the Account Information and all other statements put forth in your application are
true, complete and accurate. Both Tucows and each registry reserves 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 a registry to terminate this Agreement immediately upon such breach
without any refund and without notice to you.
4. TERM. This Agreement will remain in effect during the term of your domain
name registration as selected, recorded and paid for at the time of registration
or any renewal thereof. Should the domain name be transferred to another registrar,
the terms and conditions of this Agreement shall cease.
5. MODIFICATIONS TO AGREEMENT. You acknowledge that the practice of registering
and administering domain names is constantly evolving; therefore, you agree that
Tucows may modify this Agreement, or any other related and/or applicable agreement,
as is necessary to comply with its agreements with ICANN, a registry or any other
entity or individual, as well as to adjust to changing circumstances. Your continued
use of the domain name registered to you will constitute your acceptance of this
Agreement with any revisions. If you do not agree to any change, you may request
that your domain name registration be cancelled or transferred to a different accredited
registrar. You agree that such cancellation or request for transfer will be your
exclusive remedy if you do not wish to abide by any change to this Agreement, or
any other related and/or applicable agreement.
6. MODIFICATIONS TO YOUR ACCOUNT. In order to change any of your account
information with us, you must use the 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. 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.
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 adopted by the applicable registry. 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 applicable
policy. If Tucows is notified that a complaint has been filed with a judicial or
administrative body regarding your domain name, Tucows may, at its sole discretion,
suspend your ability to use your domain name or to make modifications to your registration
records until (i) Tucows is directed to do so by the judicial or administrative
body, or (ii) Tucows receives notification by you and the other party contesting
your domain that the dispute has been settled. Furthermore, you agree that if you
are subject to litigation regarding your registration or use of your domain name,
Tucows may deposit control of your registration record into the registry of the
judicial body by supplying a party with a registrar certificate from us.
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 a 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 will secure the agreement of any third party to the terms and
conditions in this Agreement.
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 the
initial registration of your domain name. Tucows and its directors, employees, affiliates,
subsidiaries, agents and third party providers, ICANN and the applicable registries
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 Tucows, its contractors,
agents, employees, officers, directors and affiliates, ICANN, the applicable registries
and their respective directors, officers, employees, agents and affiliates harmless
from all liabilities, claims and expenses, including attorney's fees, of third parties
arising out of or relating to the registration or use of the domain name registered
in your name including without limitation infringement by you or a third party with
access to your Account Identifier and Password. You also agree to release, indemnify
and hold us harmless pursuant to the terms and conditions contained in the applicable
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 the suspension or cancellation 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 Account Identifier 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. 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. 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.
17. 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:
(a) your name and postal address (or, if different, that of the domain name holder);
(b) the domain name being registered;
(c) the name, postal address, e-mail address, and voice and fax (if available) telephone
numbers of the administrative contact for the domain name;
(d) the name, postal address, e-mail address, and voice and fax (if available) telephone
numbers of the billing contact for the domain name; and
(e) the name, postal address, e-mail address, and voice and fax (if available) telephone
numbers of the technical contact for the domain name.
Any voluntary information we request is collected in order that we can continue
to improve the products and services offered to you through your Reseller.
18. 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, law enforcement agencies 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.
(a) 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.
(b) 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.
(c) We will not process or maintain 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.
(d) We will take reasonable precautions to protect the information we obtain from
you from our loss, misuse, unauthorized disclosure, alteration or destruction of
that information.
19. OBLIGATION TO MAINTAIN WHOIS. 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 ICANN or an applicable
registry policy.
20. REVOCATION. We, in our sole discretion, reserve the right to deny, cancel,
suspend, transfer or modify any domain name registration to correct a mistake, protect
the integrity and stability of the company and any applicable registry, to comply
with any applicable laws, government rules, or requirements, requests of law enforcement,
in compliance with any dispute resolution process, or to avoid any liability, civil
or criminal. You agree that we shall not be liable to you for loss or damages that
may result from our refusal to register or cancel, suspend, transfer or modify your
domain name registration.
21. INCONSISTENCIES WITH REGISTRY POLICIES. In the event that this Agreement
may be inconsistent with any term, condition, policy or procedure of an applicable
registry, the term, condition, policy or procedure of the applicable registry shall
prevail.
22. 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.
23. 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. E-mail
notification to Tucows must be sent to lhutz@tucows.com.
Any notice to you will be sent 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 five (5) business days
after the date of mailing Postal notices to Tucows shall be sent to:
TUCOWS Inc.
Registrant Affairs Office
96 Mowat Avenue
Toronto, Ontario M6K 3M1 CANADA
Attention: Legal Affairs
and in the case of notification to you shall be sent to the address specified in
the "Administrative Contact" in your WHOIS record.
24. ENTIRETY. You agree that this Agreement, the applicable dispute policy
and the rules and policies published by Tucows and any applicable registry or other
governing authority are the complete and exclusive agreement between you and us
regarding our Services.
25. 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.
26. INFANCY. You attest that you are of legal age to enter into this Agreement.
27. FORCE MAJEURE. You acknowledge and agree that neither we nor the applicable
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.
28. PRIVACY. Information collected about you is subject to the terms of Tucows'
privacy policy, the terms of which are hereby incorporated by reference. Tucows'
privacy policy can be found at: http://www.tucows.com/privacy.html
29. 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.
30. TLD'S. The following additional provisions apply to any domain names
that you register through Tucows with the various registries:
(a) .com/net domains: In the case of a ".com" or ".net" registration, the
following terms and conditions will apply:
(i) Submission to UDRP. Registrant agrees to submit to proceedings under ICANN's
Uniform Domain Dispute Policy ("UDRP") (http://www.icann.org/dndr/udrp/policy.htm)
and comply with the requirements set forth by the Registry; these policies are subject
to modification.
(b) .org domains: In the case of a ".org" registration, the following terms
and conditions will apply:
(i) Submission to UDRP. Registrant agrees to submit to proceedings under ICANN's
Uniform Domain Dispute Policy ("UDRP") (http://www.icann.org/dndr/udrp/policy.htm)
and comply with the requirements set forth by the Registry. These policies are subject
to modification.
(c) .biz domains. In the case of a ".biz" registration, the following terms
and conditions will apply:
(i) .biz Restrictions. Registrations in the .biz top-level domain must be used or
intended to be used primarily for bona fide business or commercial purposes. For
the purposes of the .biz registration restrictions, "bona fide business or commercial
use" shall mean the bona fide use or bona fide intent to use the domain name or
any content, software, materials, graphics or other information thereon, to permit
Internet users to access one or more host computers through the DNS:
(A) to exchange goods, services, or property of any kind;
(B) in the ordinary course of business; or
(C) to facilitate (i) the exchange of goods, services, information or property of
any kind; or (ii) the ordinary course of trade or business.
For more information on the .biz restrictions, which are incorporated herein by
reference, please see:
http://www.icann.org/tlds/agreements/biz/registry-agmt-appl-18apr01.htm.
(ii) Selection of a Domain Name. You represent that:
(A) 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;
(B) 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;
(C) that the domain name is not being registered for nor shall it at any time whatsoever
be used for any unlawful purpose whatsoever;
(D) the registered domain name will be used primarily for bona fide business or
commercial purposes and not (a) exclusively for personal use, or (b) solely for
the purposes of (1) selling, trading or leasing the domain name for compensation,
or (2) the unsolicited offering to sell, trade or lease the domain name for compensation;
(E) you have the authority to enter into this Registration Agreement; and
(F) the registered domain name is reasonably related to your business or intended
commercial purpose at the time of registration.
(iii) Provision of Registration Data. As part of the registration process, you are
required to provide us with certain information and to keep the information true,
current, complete, and accurate at all times. The information includes the following:
(A) your full name;
(B) your postal address;
(C) your e-mail address;
(D) your voice telephone number;
(E) your fax number (if applicable);
(F) the name of an authorized person for contact purposes in the case of a registrant
that is an organization, association, or corporation;
(G) the IP addresses of the primary nameserver and any secondary nameserver for
the domain name;
(H) the corresponding names of the primary and secondary nameservers;
(I) the full name, postal address, e-mail address, voice telephone number, and,
when available, fax number of the administrative, technical, and billing contacts,
and the name holder for the domain name; and
(J) any remark concerning the domain name that should appear in the WHOIS directory.
(K) You agree and understand that the foregoing registration data will be publicly
available and accessible on the WHOIS directory as required by ICANN and/or registry
policies, and may be sold in bulk in accordance with the ICANN agreement.
(iv) 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:
(A) The Uniform Domain Name Dispute Resolution Policy ("Dispute Policy), available
at: http://www.icann.org/dndr/udrp/policy.htm
;
(B) The Restrictions Dispute Resolution Criteria and Rules ("RDRP"), available at:
http://www.icann.org/tlds/agreements/biz/registry-agmt-appm-27apr01.htm
;
(collectively, the "Dispute Policies").
(v) The Dispute Policy sets forth the terms and conditions in connection with a
dispute between a Registrant and any party other than the Registry or Registrar
over the registration and use of an Internet domain name registered by Registrant.
(vi) The RDRP sets forth the terms under which any allegation that a domain name
is not used primarily for business or commercial purposes shall be endorsed on a
case-by-case, fact specific basis by an independent ICANN-accredited dispute provider.
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.