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Exhibit A
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 Ontrel Technologies
Inc., 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 support@ontrel.com
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
OR -
Ontrel Technologies Inc.
34 Princeton Terrace,
Brampton, Ontario
L6S 3S8
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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