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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 atanda
web presence services, 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.