US Registration Agreement
EXHIBIT 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 OlnevHost Ltd. ("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 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
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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