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 , 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, 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 Reseller 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 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 will remain in full force during the length of the term
of your Domain Name Registration 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, the term of this
Registration Agreement will 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 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 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.icann.org/udrp/udrp-policy-24oct99.htm and as such 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.icann.org/udrp/udrp-policy-24oct99.htm. Please take the time
to familiarize yourself with this policy.
8. 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 in the Dispute Policy. 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 contained in the Dispute Policy.
For any dispute, you agree to submit to the jurisdiction of the courts of
the Province of Ontario.
9. POLICY. You agree that your registration of the domain name shall be subject
to suspension, cancellation, or transfer pursuant to a Tucows, Registry, ICANN
or government-adopted policy, or pursuant to any registrar or registry
procedure not inconsistent with a Tucows, Registry, ICANN 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.
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 any 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). We and our contractors shall not 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 states do not allow the exclusion or
limitation of liability for consequential or incidental damages, in such states,
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.
13. INDEMNITY. You agree to release, indemnify, and hold us, our contractors,
agents, employees, officers, directors and affiliates and VeriSign, Inc., and
its directors, officers, employees, agents and affiliates 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 with your computer, 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 may be
considered by us to 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.
14. 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 determine by us in our sole
discretion) to the terms and conditions in this Agreement, any such transfer
will be null and void.
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 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; 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 such that we can continue to
improve the products and services offered to you through your Reseller.
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, and guidelines,
limits and restrictions on disclosure or 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 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.
20. 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 an ICANN/Registry
Operator policy.
21. 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.
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 Policy 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 regular
mail. 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 notification to us or to Reseller to
lhutz@tucows.com or [Insert E-mail Address for Reseller] or, in the case of
notice to you, at 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 Reseller shall be sent to:
TUCOWS Inc.
Registrant Affairs Office
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.
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. 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.
30. 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.
31. 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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