SCHEDULE B
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. 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. 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.
3. 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.
4. 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.
5. 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.opensrs.org/legal/udrp.shtml
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.
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.opensrs.org/legal/udrp.shtml.
Please take the time to familiarize yourself with this policy.
8. DOMAIN 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/udrp.htm;
(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.
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.
9. 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.
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 a
third party licensee and that the third party agrees to the terms hereof.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
14. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. INFANCY:
You attest that you are of legal age to enter into this Agreement.
26. 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.