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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 2uNet ("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.
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