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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
__________________ ("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:
I.
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.
II.
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,
III.
where
Tucows is located, and
IV.
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:
I.
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);
II.
The
domain name being registered;
III.
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;
IV.
The
IP addresses and names of the primary nameserver and any secondary
nameserver(s) for the domain name;
V.
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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