Exhibit A
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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
IllDev.com search engine optimization , the Registration Service
Provider. 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 willful
provision of inaccurate or unreliable information, your willful
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 registration@IllDev.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 shall be sent to:
IllDev.com search engine optimization
Registrant Affairs
9135 Katy Freeway Suite 204
Bradenton Search Engine Optimization , Florida 77024
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.