 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 Hosting North America, 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 [Insert E-mail Address forReseller] 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
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/State 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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