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 B Commerce Web Solutions, 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.