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EXHIBIT A
Form of Registration Agreement
1. AGREEMENT. In this Registration Agreement
("Agreement") "you" and "your" refers to the registrant of
each domain name registration, "we", "us" and "our" refers
to Tucows Inc., "Registry Operator" refers to Afilias Ltd.
and "Services" refers to the domain name registration provided
by us as offered through Digital Business LLC ("Reseller").
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
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 and, further, that the domain
name is not being registered for nor shall it at any time
whatsoever be used for any unlawful purpose whatsoever.
3. FEES. As consideration for the Services
you have selected, you agree to pay the Reseller the applicable
service 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.
4. 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.
5. 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 will
which shall be effective immediately upon posting on our website
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 website
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 further agree
to be bound by the ICANN Uniform Dispute Resolution Policy
("Dispute Policy") as presently written and posted on http://www.icann.org/udrp/udrp-policy-24oct99.htm
and as shall be amended from time to time. 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. 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. 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 Policies that are incorporated herein and made
a part of this Agreement by reference. The current version
of the general registration Dispute Policy may be found at
http://resellers.tucows.com/opensrs/legal.
Please take the time to familiarize yourself with this policy.
8. DOMAIN NAME DISPUTES. You agree that,
if the registration of your domain name is challenged by a
third party, you will be subject to the provisions specified
in the Dispute Policy, as applicable. 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, as applicable.
9. POLICY. You agree that your registration
of the domain name shall be subject to suspension, cancellation,
or transfer pursuant to a Tucows, Registry Operator, ICANN
or government-adopted policy, or pursuant to any registrar
or registry procedure not inconsistent with a Tucows, Registry
Operator, ICANN or government-adopted policy, (1) to correct
mistakes by us or the 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 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.
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 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.
13. INDEMNITY. You agree to release, indemnify,
and hold us, our 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.
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 user name 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. 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.
You acknowledge that you will not be entitled to change registrars
during the first sixty (60) days following the registration
of your domain name.
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 fifteen (15)
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 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 acknowledge that registration
of your chosen domain name does not confer immunity from objection
to either the registration 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 immediately 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
for the purpose of improving the products and services offered
to you through your Reseller.
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 their designees and agents
in accordance with applicable regulations and contractual
terms. 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.
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 Reseller.
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.
20. 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 ICANN Agreement or an ICANN/Registry Operator
policy.
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. 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 the thirty (30) calendar day period following
your application for a Service, 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
registration if we believe the registration has been made
possible by a mistake, made either by us or by a third party.
Tucows and/or the Registry Operator reserve the right to deny,
cancel or transfer any registration that it deems necessary,
in its discretion, to protect the integrity and stability
of the registry, to comply with any applicable laws, government
rules or regulations, requests of law enforcement, in compliance
with any dispute resolution process, to avoid any liability,
criminal or civil, on the part of Tucows and/or the Registry
Operator as well as their affiliates, subsidiaries, officers,
directors, and employees. We also reserve the right to suspend
a domain name during resolution of any dispute.
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 Policies 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 postal service.
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, 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 five
(5) business days after the date of mailing and, in the case
of notification to us or to Reseller shall be sent to:
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.
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. 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.
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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