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EXHIBIT A
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 BAIS, Inc. dba Bay Area Internet Solutions, the
Registration Service Provider ("Reseller"). 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
Reseller 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 website
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.udrp-policy-24oct99.htm
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.udrp-policy-24oct99.htm.
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 you, the registrant’s domicile, and
the courts where we, Tucows, are located.
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 the Registry, Public
Interest Registry, 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. This indemnification
obligation will survive the termination or expiration of this Agreement.
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 Reseller.
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 Reseller.
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
be given when an electronic confirmation of delivery has been obtained by
the sender. In the case of e-mail notification to us or to Reseller to lhutz@tucows.com
or support@bayarea.net 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 Reseller shall be sent to:
TUCOWS Inc. Registrant Affairs Office 96
Mowat Avenue Toronto, Ontario M6K 3M1 Attention: Legal Affairs
- OR -
BAIS, Inc.
2650 San Tomas Expressway
Santa Clara, Ca 95051
Attn: Domain Registrations
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 as 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.
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