Registration
Agreement for .Biz Domains
EXHIBIT A
Form of Registration Agreement1. 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., "Registry Operator"
refers to Neulevel Inc. and "Services" refers
to the domain name registration provided by us as offered
through Your-Site.com ("RSP"). This Agreement
explains our obligations to you, and explains your obligations
to us for various Services.
2. .BIZ RESTRICTIONS. Registrations in the .biz top level
domain must be used or intended to be used primarily for
bona fide business or commercial purposes. For the purposes
of the .biz registration restrictions, "bona fide
business or commercial use" shall mean the bona fide
use or bona fide intent to use the domain name or any
content, software, materials, graphics or other information
thereon, to permit Internet users to access one or more
host computers through the DNS:
(i) to exchange goods, services, or property of any kind;
(ii) in the ordinary course of business; or
(iii) to facilitate (i) the exchange of goods, services,
information or property of any kind; or (ii) the ordinary
course of trade or business.
For more information on the .biz restrictions, which are
incorporated herein by reference, please see http://www.icann.org/tlds/agreements/biz/registry-agmt-appl-18apr01.htm.
3. 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,
and that you will continue to keep all of the information
provided 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.
4. 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.
5. 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.
6. 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 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://resellers.tucows.com/opensrs/legal
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. We will not refund any fees paid
by you if you terminate your agreement with us.
7. 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.
8. 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://resellers.tucows.com/opensrs/legal. Please
take the time to familiarize yourself with this policy.
9. 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/;
(ii) The Restrictions Dispute Resolution Criteria and
Rules ("RDRP"), available at http://www.icann.org/tlds/agreements/biz/registry-agmt-appm-27apr01.htm;
(collectively, "Dispute Policies").
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.
The 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.
10. 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.
11. 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. You acknowledge and agree that the
domain name has not been registered solely for the purposes
of selling, trading or leasing for compensation and will
be used for a business or commercial purpose.
12. 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.
13. 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.
14. INDEMNITY. You agree to release, indemnify, and hold
us, the Registry Operator, 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. This indemnification obligation will survive the
termination or expiration of this agreement.
15. 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 to be 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. You acknowledge
that you will not be entitled to change registrars during
the first sixty (60) days following the registration of
your domain name.
16. 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 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.
17. 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.
18. 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.
19. 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 full name, postal address, e-mail address and
telephone number and fax number (if available) (or, if
different, that of the domain name holder);
(ii) The domain name being registered;
(iii) The name, postal address, e-mail address, and telephone
number and fax number (if available) telephone numbers
of the administrative contact, the technical contact and
the billing contact for the domain name;
(iv) The IP addresses and names of the primary nameserver
and any secondary nameserver(s) 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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. 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.
27. ENTIRETY. You agree that this Agreement, the rules
and policies published by Tucows, ICANN and/or the Registry
Operator 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.
28. 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.
29. INFANCY. You attest that you are of legal age to enter
into this Agreement.
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. |