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SCHEDULE
B
Form
of Registration Agreement
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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 (RSP). This Agreement explains
our obligations to you, and explains your obligations to
us for various Services.
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SELECTION OF A DOMAIN NAME. You represent that:
(i)
the data provided in the domain name registration application
is true, correct, up to date and complete,
(ii)
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;
(iii)
that the domain name is not being registered for nor shall
it at any time whatsoever be used for any unlawful purpose
whatsoever
(iv)
the registered domain name will be used primarily for
bona fide business or commercial purposes and not (a)
exclusively for personal use, or (b) solely for the purposes
of (1) selling, trading or leasing the domain name for
compensation, or (2) the unsolicited offering to sell,
trade or lease the domain name for compensation;
(v)
you have the authority to enter into this Registration
Agreement; and
(vi)
the registered domain name is reasonably related to your
business or intended commercial purpose at the time of
registration.
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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.
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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.
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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 will
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 further agree to be bound by the
ICANN Uniform Dispute Resolution Policy (Dispute Policy)
as presently written and posted on http://www.opensrs.org/legal/udrp.shtml
and as 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.
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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.
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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.opensrs.org/legal/udrp.shtml.
Please take the time to familiarize yourself with this policy.
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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:
(i)
The Uniform Domain Name Dispute Resolution Policy (Dispute
Policy), available at http://www.icann.org/udrp/udrp.htm;
(ii)
The Start-Up Dispute Resolution Policy (SUDRP), available
at http://www.neulevel.com/countdown/stop.html; and
(iii)
The Restrictions Dispute Resolution Criteria and Rules
(RDRP), available at http://www.neulevel.com/;
(collectively,
Dispute Policies).
The
SUDRP sets forth the terms and conditions in connection
with a dispute between a registrant of a .biz domain name
(Registrant) with any third party (other than Neulevel,
Inc. (Registry Operator) or Tucows over the registration
or use of a .biz domain name registered by you that is
subject to the Start-up Intellectual Property Notification
Service (SIPNS). SIPNS is a service introduced by
Registry Operator to notify a trademark or service mark
holder (Claimant) that a second-level domain name has
been registered in which that Claimant claims intellectual
property rights. In accordance with the SUDRP and
its associated Rules, those Claimants will have the right
to challenge registrations through independent ICANN-accredited
dispute resolution providers.
The
Dispute Policy sets forth the terms and conditions in
connection with a dispute between a Registrant and any
party other than the Registry Operator or Registrar over
the registration and use of an Internet domain name registered
by Registrant.
he
RDRP sets forth the terms under which any allegation that
a domain name is not used primarily for business or commercial
purposes shall be endorsed on a case-by-case, fact specific
basis by an independent ICANN-accredited dispute provider.
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POLICY. You agree that your registration of
the domain name shall be subject to suspension, cancellation,
or transfer pursuant to any Tucows, Registry Operator, ICANN
or government-adopted policy, or pursuant to any registrar
or registry procedure not inconsistent with an ICANN 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.
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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.
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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.
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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. 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.
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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.
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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.
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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.
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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 for the purpose of improving the products and
services offered to you through your RSP.
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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 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.
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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 (15) 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
domain name registration.
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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.
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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.
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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.
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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.
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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 have
been 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
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.
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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.
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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.
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INFANCY. You attest that you are of legal age
to enter into this Agreement.
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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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