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 Lewis Works, the Registration Service
Provider ("RSP"). This Agreement explains our obligations to you, and explains
your obligations to us for the Services.
2. SELECTION OF A DOMAIN
NAME. You represent that, 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 and, further, that the domain name is not being registered for nor shall
it at any time whatsoever be used for any unlawful purpose whatsoever.
3. FEES. As consideration for the Services, 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 Account Information and all other statements
put forth in your application are true, complete and accurate. Both Tucows and
the Registry reserve the right to terminate your domain name registration if:
(i) information provided by you or your agent is false, inaccurate, incomplete,
unreliable, misleading or otherwise secretive; or (ii) you have failed to
maintain, update and keep your Account Information true, current, complete,
accurate and reliable. You acknowledge that a breach of this Section 3 will
constitute a material breach of our agreement which will entitle either us or
the Registry to terminate this agreement immediately upon such breach without
any refund and without notice to you.
4. TERM. This Agreement
will remain in full force during the length of the term of your Domain Name
Registration 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 will 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 either we or the Registry 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://www.icann.org/udrp and as such 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.icann.org/udrp. Please take the
time to familiarize yourself with this policy.
8. DOMAIN NAME
DISPUTES. You agree that, if the registration or reservation of your domain
name is challenged by a third party, you will be subject to the provisions
specified in the Dispute Policy. You agree that in the event a domain name
dispute arises with any third party, you will indemnify and hold us harmless
pursuant to the terms and conditions contained in the Dispute Policy. For any
dispute, you agree to submit to the jurisdiction of the courts of The Province
of Ontario.
9. POLICY. You agree that your registration of the
domain name shall be subject to suspension, cancellation, or transfer pursuant
to a Tucows, Registry, ICANN or government-adopted policy, or pursuant to any
registrar or registry procedure not inconsistent with a Tucows, Registry, ICANN
or government-adopted policy, (1) to correct mistakes by us or the 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 any third party licensee and
that the third party agrees to the terms hereof.
11.
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.
12. 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). We and our contractors shall not 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 states do not allow the exclusion or
limitation of liability for consequential or incidental damages, in such states,
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 mis-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.
13. INDEMNITY.
You agree to release, indemnify, and hold us, our contractors, agents,
employees, officers, directors and affiliates and VeriSign, Inc., and its
directors, officers, employees, agents and affiliates 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 with your computer, 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 may be considered by
us to be a breach of your Agreement and may result in deactivation of your
domain name.
14. 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 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.
15. 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.
16. NO GUARANTY. You
acknowledge that registration or reservation of your chosen domain name does not
confer immunity from objection to the registration, reservation or use of the
domain name.
17. 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.
18. 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; and
(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 such that we can continue to
improve the products and services offered to you through your RSP.
19. 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, and guidelines, limits and restrictions on disclosure or
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.
20. 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.
21. RIGHT OF REFUSAL. We, 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 within a
thirty (30) day period following registration if we believe the registration has
been made possible by a mistake, made either by us or by a third party.
22. 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.
23.
NON-AGENCY. Nothing contained in this Agreement or the Dispute Policy shall
be construed as creating any agency, partnership, or other form of joint
enterprise between the parties.
24. 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.
25. 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 regular mail. 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 notification
to us or to the RSP to lhutz@tucows.com or
[Insert E-mail Address for RSP] or, in the case of notice to you, at 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 the RSP shall be sent to:
and in the case of notification to you shall
be to the address specified in the "Administrative Contact" in your WHOIS
record.
26. 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.
27.
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.
28.
INFANCY. You attest that you are of legal age to enter into this Agreement.
29. FORCE MAJEURE. You acknowledge and agree that neither we nor
the Registry shall be responsible for any failures or delays in performing our
respective obligations hereunder arising from any cause beyond our reasonable
control, including but not limited to, acts of God, acts of civil or military
authority, fires, wars, riots, earthquakes, storms, typhoons and floods.
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.