EXHIBIT A
.de Registration Agreement
1. AGREEMENT. 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 Inc.,
"Registry" refers to DENIC eG, and "Services" refers to the domain
name registration provided by us as offered through
_______________________________, the registration service provider
("Reseller"). This Agreement explains our obligations to you, and
explains your obligations to us for the Services.
2. SELECTION OF A DOMAIN NAME. You represent that:
(i) you have reviewed and have accepted the Registry's Terms
and Conditions and the Registry's Guidelines and have provided your
Reseller with written confirmation of same;
(ii) either you, or the person designated as the administrative
contact for the domain name, shall be resident or shall have a branch
in Germany;
(iii) 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 agree to pay the
Reseller the applicable service(s) fees. All fees payable hereunder
are non-refundable even if you elect to transfer your domain name to
another registrar. 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 Account Information and all other
statements put forth in your application are true, complete and
accurate. Both Tucows and the Registry reserve 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 the Registry to terminate this agreement immediately upon such
breach without any refund and without notice to you.
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, payment shall be rendered by you in a timely fashion and
the term of this Registration Agreement shall be extended accordingly.
This clause shall supersede the procedure outlined in the Registry
Terms and Conditions such that the domain name will be registered for
the finite term you selected at the time of registration or renewal.
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 either we or the
Registry 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
website periodically to maintain an awareness of any and all such
revisions. You agree that, by continuing the use of Services following
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.
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 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 by the Registry or any
court of law. 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 specified by the Registry or any court of
law.
8. POLICY. You agree that your registration of the domain name
shall be subject to suspension, cancellation, or transfer pursuant to a
Tucows, Registry or government-adopted policy, or pursuant to any
registrar or registry procedure not inconsistent with a Tucows,
Registry 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.
9. 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 any third party licensee and
that the third party agrees to the terms hereof.
10. 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.
11. 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
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.
12. 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.
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.
13. 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 determined by us in our sole discretion) to the
terms and conditions in this Agreement, any such transfer will be null
and void.
14. BREACH. You agree that failure to abide by any provision of
this Agreement, any operating rule or 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.
15. 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.
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:
(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; and
(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 improving 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 the Registry administrators, 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 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 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.
19. 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 a
Registry policy.
20. 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 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
within a thirty (30) day period following registration if we believe
the registration has been made possible by a mistake, made either by us
or by a third party.
21. 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.
22. NON-AGENCY. Nothing contained in this Agreement shall be
construed as creating any agency, partnership, or other form of joint
enterprise between the parties.
23. 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.
24. 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. E.S.T., 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:
Our address:
TUCOWS Inc.
96 Mowat Avenue
Toronto, Ontario
M6K 3M1
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.
25. ENTIRETY. You agree that this Agreement, the rules and
policies published by us are the complete and exclusive agreement
between you and us regarding our Services. This Agreement supersedes
all prior agreements and understandings, whether established by custom,
practice, policy or precedent.
26. 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.
27. INFANCY. You attest that you are of legal age to enter into this Agreement.
28. FORCE MAJEURE. You acknowledge and agree that neither we nor
the 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.
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.