1.
AGREEMENT. In this Registration Agreement ("Agreement") "you"
and "your" refer to each customer, "we", us" and "our" refer
to Tucows.com Inc. and "Services" refers to the domain name
registration provided by us as offered through AMRAY NETWORK
Corporation, the Registration Service Provider ("RSP"). This
Agreement explains our obligations to you, and explains your
obligations to us for various Services.
2.
SELECTION OF A DOMAIN NAME. You represent that, to the best
of the your knowledge and belief, neither the registration
of the SLD name nor the manner in which it is directly or
indirectly used infringes the legal rights of a third party
and that the Domain Name is not being registered for any
unlawful purpose.
3.
FEES. As consideration for the services you have selected,
you agree to pay to us, or your respective RSP who remits
payment to us on your behalf, 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").
You, by completing and submitting this Agreement represent
that the statements in your application are true.
4.
TERM. You agree that the Registration Agreement will remain
in full force during the length of the term of your Domain
Name Registration. 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. 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 you transfer your domain name or should
the domain name otherwise be transferred due to another
Registrar, the terms and conditions of this contract shall
cease and shall be replaced by the contractual terms in
force for the purpose of registering domain names then in
force between SLD holders and the new Registrar.
5.
MODIFICATIONS TO AGREEMENT. You agree, during the period
of this Agreement, that we may: (1) revise the terms and
conditions of this Agreement; and (2) change the services
provided under this Agreement. Any such revision or change
will be binding and effective immediately on posting of
the revised Agreement or change to the service(s) on our
web site, or on notification to you by e-mail or regular
mail as per the Notices section of this agreement. You agree
to review our web site, including the Agreement, periodically
to be aware of any 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 regular
mail as per the Notices section of this agreement. Notice
of your termination will be effective on receipt and processing
by us. You agree that, by continuing to use the Services
following notice of any revision to this Agreement or change
in service(s), you shall abide by any such revisions or
changes. You further agree to abide by the ICANN Uniform
Dispute Resolution Policy ("Dispute Policy") as amended
from time to time. You agree that, by maintaining the reservation
or registration of your domain name after modifications
to the Dispute Policy become effective, you have agreed
to these modifications. 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. Please safeguard your Account Identifier
and Password from any unauthorized use. In no event will
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 which 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.opensrs.org/legal/udrp.shtml.
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 in effect at the time of the dispute.
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.
ICANN POLICY. You agree that your registration of the SLD
name shall be subject to suspension, cancellation, or transfer
pursuant to any ICANN-adopted policy, or pursuant to any
registrar or registry procedure not inconsistent with an
ICANN-adopted policy, (1) to correct mistakes by Registrar
or the Registry in registering the name or (2) for the resolution
of disputes concerning the SLD name.
10.
AGENCY. Should you intend to license use of a domain name
to a third party you shall nonetheless be the SLD 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 SLD. You shall accept
liability for harm caused by wrongful use of the SLD, unless
you promptly disclose the identity of the licensee to the
party providing you reasonable evidence of actionable harm.
You also represent that you have provided notice of the
terms and conditions in this Agreement to the third party
and that the third party agrees to the terms of Disclosure
and Use of Registration Information (sections 18 and 19
of this Agreement).
11.
ANNOUNCEMENTS. We and the RSP 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. In no event
shall our maximum liability exceed five hundred ($500.00)
dollars.
13.
INDEMNITY. You agree to release, indemnify, and hold us,
our contractors, agents, employees, officers, directors
and affiliates harmless from all liabilities, claims and
expenses, including without limitation Network Solutions,
Inc., and the directors, officers, employees and agents
of each of them, 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 administrative
contact at the time the controlling user name and password
are secured shall be the owner of 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 agree that, by registration or reservation
of your chosen domain name, such registration or reservation
does not confer immunity from objection to either 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.
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 ICANN and
applicable laws may require or permit. 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
the 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 access
or 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 your failure to respond for over fifteen
calendar days to inquiries by us concerning the accuracy
of contact details associated with the your registration
shall constitute a material breach of this Agreement and
be a basis for cancellation of the SLD registration.
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 within thirty (30)
calendar days from receipt of your payment for such 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.
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 info@amray.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 the RSP shall be sent to:
Tucows.com Inc.
Registrant Affairs Office
96 Mowat Avenue
Toronto, Ontario
M6K 3M1
- OR -
AMRAY NETWORK Corporation
12-304 Stradbrook ave.
Winipeg, Manitoba
R3M 0J5
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.
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.