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
Neulevel 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
Wizard
Communication Systems, Inc, the Registration Service Provider
("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 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/ustld_nexus_requirements.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").
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
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
CANADA
Attention: Legal Affairs
- OR -
RSP address:
Wizard Communication Systems, Inc.
2 Main Street
Tonawanda, New York
14150
United States
Attention: James J. Weber
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. 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.