GBIS | Legal — .ORG
Registration Agreement
EXHIBIT A
Registration Agreement
- 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.
- 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.
- 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.
- 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, then 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.
- 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
website 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.
- 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.
- 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.
- 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 you, the registrant’s domicile, and the courts where we, Tucows,
are located.
- 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.
- 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.
- 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.
- 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.
- INDEMNITY. You agree to release, indemnify, and hold us, our contractors,
agents, employees, officers, directors and affiliates and the Registry, Public
Interest Registry, 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.
- 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.
- 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.
- 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.
- 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.
- 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 name and postal address (or, if different, that of the domain name
holder);
- The domain name being registered;
- The name, postal address, e-mail address, and voice and fax (if available)
telephone numbers of the administrative contact for the domain name; and
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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, 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.
- 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 as and understandings, whether established by custom, practice,
policy or precedent.
- 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.
- INFANCY. You attest that you are of legal age to enter into this Agreement.
- 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.
- 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.
- 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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