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SCHEDULE A
Form of Registration Agreement
1. AGREEMENT. In this Registration Agreement
("Agreement") "Registrant",
"you" and "your" refer
to the registrant of each domain name registration,
"we", "us" and "our"
refer to TUCOWS Inc., "Registry Operator"
refers to NeuStar Inc., "DOC"
refers to the United States of America Department
of Commerce, and "Services" refers
to the domain name registration provided
by us as offered through SiteTurn Networks
("RSP"). This Agreement explains
our obligations to you, and explains your
obligations to us for various Services.
2. .us NEXUS REQUIREMENT. Only those individuals
or organizations that have a substantive
lawful connection in the United States are
permitted to register for .usTLD domain
names. Registrants in the .usTLD must satisfy
the nexus requirement ("Nexus"
or "Nexus Requirements") set out
at http://www.neustar.us/policies/docs/ustld_nexus_requirements.pdf
3. SELECTION OF A DOMAIN NAME. You certify
and represent that:
You have and shall continue to have, a bona
fide presence in the United States on the
basis of real and substantial lawful contacts
with, or lawful activities in, the United
States as defined in Section 2 hereinabove.
The listed name servers are located within
the United States;
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;
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;
That the domain name is not being registered
for nor shall it at any time whatsoever
be used for any unlawful purpose whatsoever;
You have the authority to enter into this
Registration Agreement.
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 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. You shall
maintain your own records appropriate to
document and prove the initial registration
date of the domain name. 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 and the usDRP, as
defined below, that is incorporated herein
and made a part of this Agreement by reference.
Please take the time to familiarize yourself
with these policies.
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:
The Nexus Dispute Policy ("Dispute
Policy"), available at http://www.neustar.us/policies/docs/nexus_dispute_policy.pdf.
The Dispute Policy will provide interested
parties with an opportunity to challenge
a registration not complying with the Nexus
Requirements.
The usTLD Dispute Resolution Policy ("usDRP"),
available at http://www.neustar.us/policies/docs/usdrp.pdf.
The usDRP is intended to provide interested
parties with an opportunity to challenge
a registration based on alleged trademark
infringement. In addition to the foregoing,
you agree that, for the adjudication of
disputes concerning or arising from use
of the Registered Name, you shall submit,
without prejudice to other potentially applicable
jurisdictions, to the jurisdiction of the
courts (i) of your domicile,
where Tucows is located, and
the United States.
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, the DOC or government-adopted
policy, or pursuant to any registrar or
registry procedure not inconsistent with
a DOC 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. The Registry Operator's
policies can be found at http://www.neustar.us/policies.
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, the
DOC, our respective 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 may 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 including
but not limited to any failure to abide
by the Nexus Requirements, 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. If you license use of the domain
name, you nonetheless agree that you shall
accept any and all liability for any harm
caused by said licensed use and suffered
by Tucows, the Registry Operator and/or
the DOC. 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:
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);
The domain name being registered;
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;
The IP addresses and names of the primary
nameserver and any secondary nameserver(s)
for the domain name;
In addition to the foregoing, you will be
required to provide additional Nexus Information.
The Nexus Information requirements are set
out at http://www.neustar.us/policies/docs/ustld_nexus_requirements.pdf.
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 the DOC, to the Registry
Operator, 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 the DOC 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 DOC or 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 [email protected],
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
CANADA
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,
the DOC 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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