SCHEDULE B
Form of 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 (“RSP”). This Agreement explains
our obligations to you, and explains your obligations
to us for various Services.
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.
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.
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.
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.je2000.com/html/domains_icann.html
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.
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.je2000.com/html/icann.html
Please take the time to familiarize yourself with
this policy.
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.je2000.com/html/icann.html;
(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.
he 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.
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.
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.
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.
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.
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 either 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:
(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.
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.
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.
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.
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 Policies 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 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:
TUCOWS Inc.
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 agreements 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.
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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