EXHIBIT A
Form of 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., "Registry Operator" refers to Neulevel
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.
2. .BIZ RESTRICTIONS. Registrations in the .biz top level
domain must be used or intended to be used primarily for bona
fide business or commercial purposes.
For the purposes of the .biz registration restrictions, "bona
fide business or commercial use" shall mean the bona
fide use or bona fide intent to use the domain name
or any content, software, materials, graphics or other information
thereon, to permit Internet users to access one or more host
computers through the DNS:
(i) to exchange goods, services, or property of any kind;
(ii) in the ordinary course of business; or
(iii) to facilitate (i) the exchange of goods, services, information
or property of any kind; or (ii) the ordinary course of trade
or business.
For more information on the .biz restrictions, which are
incorporated herein by reference, please see
http://www.icann.org/tlds/agreements/biz/registry-agmt-appl-18apr01.htm.
3. 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, and that you will
continue to keep all of the information
provided 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.
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 further agree to be bound
by the ICANN Uniform Dispute Resolution Policy ("Dispute
Policy") as presently written and posted
on http://resellers.tucows.com/opensrs/legal 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. We will not refund any fees paid by you if
you terminate your agreement with us.
7. 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.
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 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://resellers.tucows.com/opensrs/legal.
Please take the time to familiarize yourself with this policy.
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:
(i) The Uniform Domain Name Dispute Resolution Policy ("Dispute
Policy), available at http://www.icann.org/udrp/;
(ii) The Restrictions Dispute Resolution Criteria and Rules
("RDRP"), available at http://www.icann.org/tlds/agreements/biz/registry-agmt-appm-27apr01.htm;
(collectively, "Dispute Policies").
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.
The 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.
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, 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.
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, 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. 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 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.
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, 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. 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:
(i) 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);
(ii) The domain name being registered;
(iii) 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;
(iv) The IP addresses and names of the primary nameserver
and any secondary nameserver(s) 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.
20. 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.
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 ICANN Agreement or
an ICANN/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
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, ICANN 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. 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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