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 SpaceSurfer 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.