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.US Registration Agreement
(Exhibit A)
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 I.
T. Doctor ("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:
The Nexus Dispute Policy ("Dispute Policy"), available at http://www.neustar.us/policies/docs/nexus_dispute_policy.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"), available at http://www.neustar.us/policies/docs/usdrp.pdf.
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
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. |