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Exhibit A
Exhibit A
Registration Agreement
1. 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 DomainTechs, 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, 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 Reseller 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 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 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, the term of this Registration Agreement will be extended accordingly. 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 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.icann.org/udrp/udrp-policy-24oct99.htm and as such
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.
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 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.icann.org/udrp/udrp-policy-24oct99.htm. 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. 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. POLICY. You agree that your registration of the domain name shall be subject to suspension, cancellation, or
transfer pursuant to a Tucows, Registry, ICANN or government-adopted policy, or pursuant to any registrar or registry
procedure not inconsistent with a Tucows, Registry, ICANN 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.
10. 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.
11. 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.
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.
13. INDEMNITY. You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors
and affiliates and VeriSign, Inc., and its directors, officers, employees, agents and affiliates 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 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. This indemnification obligation will survive the termination or expiration of this Agreement.
14. 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 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 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.
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; 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 such that we can continue to improve the products and services offered to you through your Reseller.
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
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, 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 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.
20. 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 an ICANN/Registry Operator policy.
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. 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.
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 be given when
an electronic confirmation of delivery has been obtained by the sender. In the case of e-mail notification to us or to
Reseller to lhutz@tucows.com or sales@domaintechs.com 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 Reseller shall be sent to:
TUCOWS Inc.
Registrant Affairs Office
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.
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. 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.
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.
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