|
EXHIBIT A
.de Registration Agreement
1. AGREEMENT. In this Registration Agreement ("Agreement"), "Registrant",
"you" and "your" refers to the registrant of each domain name
registration, "we", "us" and "our" refers to Tucows Inc., "Registry"
refers to DENIC eG, and "Services" refers to the domain name registration
provided by us as offered through Schogini, Inc., 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:
(i) you have reviewed and have accepted the Registry's Terms and
Conditions and the Registry's Guidelines and have provided your Reseller
with written confirmation of same;
(ii) either you, or the person designated as the administrative contact
for the domain name, shall be resident or shall have a branch in Germany;
(iii) 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 Reseller
the applicable service(s) fees. All fees payable hereunder are
non-refundable even if you elect to transfer your domain name to another
registrar. 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 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, payment
shall be rendered by you in a timely fashion and the term of this
Registration Agreement shall be extended accordingly. This clause shall
supersede the procedure outlined in the Registry Terms and Conditions such
that the domain name will be registered for the finite term you selected
at the time of registration or renewal. 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 website periodically to
maintain an awareness of any and all such revisions. You agree that, by
continuing the use of Services following 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.
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 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 by the Registry or any court of
law. 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 specified by the Registry or any court of law.
8. POLICY. You agree that your registration of the domain name shall be
subject to suspension, cancellation, or transfer pursuant to a Tucows,
Registry or government-adopted policy, or pursuant to any registrar or
registry procedure not inconsistent with a Tucows, Registry 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.
9. 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.
10. 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.
11. 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 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.
12. INDEMNITY. You agree to release, indemnify, and hold us, our
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. 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.
13. 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 determined by us in our sole
discretion) to the terms and conditions in this Agreement, any such
transfer will be null and void.
14. BREACH. You agree that failure to abide by any provision of this
Agreement, any operating rule or 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.
15. 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.
16. 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.
17. 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 for improving
the products and services offered to you through your Reseller.
18. DISCLOSURE AND USE OF REGISTRATION INFORMATION. You agree and
acknowledge that we will make domain name registration information you
provide available 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 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
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.
19. 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 a Registry policy.
20. 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.
21. 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.
22. NON-AGENCY. Nothing contained in this Agreement shall be construed as
creating any agency, partnership, or other form of joint enterprise
between the parties.
23. 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.
24. 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. E.S.T., 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 five (5) business days after the date of mailing and, in
the case of notification to us or to Reseller shall be sent to:
Our address:
TUCOWS Inc.
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.
25. ENTIRETY. You agree that this Agreement, the rules and policies
published by us are the complete and exclusive agreement between you and
us regarding our Services. This Agreement supersedes all prior agreements
and understandings, whether established by custom, practice, policy or
precedent.
26. 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.
27. INFANCY. You attest that you are of legal age to enter into this
Agreement.
28. 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.
29. 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.
30. 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.
|
