SCHEDULE
B
Form
of Registration Agreement
1.
AGREEMENT.
In this Registration Agreement ("Agreement") "you"
and "your" refer to the registrant of each domain name registration,
"we", “us" and "our" refer to TUCOWS Inc. 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.
SELECTION OF A DOMAIN NAME.
You represent that:
(i)
the data provided in the domain name registration application is true,
correct, up to date and complete,
(ii)
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;
(iii)
that the domain name is not being registered for nor shall it at any time
whatsoever be used for any unlawful purpose whatsoever
(iv)
the registered domain name will be used primarily for bona fide business
or commercial purposes and not (a) exclusively for personal use, or (b) solely
for the purposes of (1) selling, trading or leasing the domain name for
compensation, or (2) the unsolicited offering to sell, trade or lease the domain
name for compensation;
(v)
you have the authority to enter into this Registration Agreement; and
(vi)
the registered domain name is reasonably related to your business or
intended commercial purpose at the time of registration.
3.
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.
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 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
further agree to be bound by the ICANN Uniform Dispute Resolution Policy
(“Dispute Policy”) as presently written and posted on http://www.opensrs.org/legal/udrp.shtml
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 Policy
that is incorporated herein and made a part of this Agreement by reference.
The current version of the Dispute Policy may be found at http://www.opensrs.org/legal/udrp.shtml.
Please take the time to familiarize yourself with this policy.
8.
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 Uniform Domain Name Dispute Resolution Policy (“Dispute Policy),
available at http://www.icann.org/udrp/udrp.htm;
(ii)
The Start-Up Dispute Resolution Policy (“SUDRP”), available at
http://www.neulevel.com/countdown/stop.html; and
(iii)
The Restrictions Dispute Resolution Criteria and Rules (“RDRP”),
available at http://www.neulevel.com/;
(collectively,
“Dispute Policies”).
The
SUDRP sets forth the terms and conditions in connection with a dispute between a
registrant of a .biz domain name (“Registrant”) with any third party (other
than Neulevel, Inc. (“Registry Operator”) or Tucows over the registration or
use of a .biz domain name registered by you that is subject to the Start-up
Intellectual Property Notification Service (“SIPNS”).
SIPNS is a service introduced by Registry Operator to notify a trademark
or service mark holder (“Claimant”) that a second-level domain name has been
registered in which that Claimant claims intellectual property rights.
In accordance with the SUDRP and its associated Rules, those Claimants
will have the right to challenge registrations through independent ICANN-accredited
dispute resolution providers.
The
Dispute Policy sets forth the terms and conditions in connection with a dispute
between a Registrant and any party other than the Registry Operator or Registrar
over the registration and use of an Internet domain name registered by
Registrant.
The
RDRP sets forth the terms under which any allegation that a domain name is not
used primarily for business or commercial purposes shall be endorsed on a
case-by-case, fact specific basis by an independent ICANN-accredited dispute
provider.
9.
POLICY.
You agree that your registration of the domain name shall be subject to
suspension, cancellation, or transfer pursuant to any Tucows, Registry Operator,
ICANN or government-adopted policy, or pursuant to any registrar or registry
procedure not inconsistent with an ICANN 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.
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.
14.
TRANSFER OF
OWNERSHIP.
The person named
as Registrant at the time the user name and password are secured shall be the
owner of 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 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.
16.
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.
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 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;
(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 RSP.
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 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 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 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.
20.
REVOCATION.
Your wilful provision
of inaccurate or unreliable information, your wilful failure promptly to update
information provided to us, or your failure to respond for over fifteen (15)
calendar days to inquiries by us concerning the accuracy of contact details
associated with the your registration shall constitute a material breach of this
Agreement and be a basis for cancellation of the domain name registration.
21.
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.
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 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:
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.
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.