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
Neulevel 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
Denish
Inc., ("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 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
- OR -
Denish Inc.
denny@denish.com
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.