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 nicranch.com
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 willful provision
of inaccurate or unreliable information, your willful 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. SEVER ABILITY. 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@nicranch.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 the RSP shall be
sent to:
Tucows.com Inc.
Registrant Affairs Office 96 Mowat Avenue
Toronto, Ontario M6K 3M1
- OR -
NicRanch.com
98A Wabeno Avenue
Springfield, New Jersey 07081
USA
info@nicranch.com
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.
