Exhibit A
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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 search engine optimization company,
Inc., the Registration Service Provider. This Agreement explains our
obligations to you, and explains your obligations to us for
various Services. If you are registering your name during the
finite period of time when owners of trademarks and service marks
issued prior to October 2, 2000 and having national effect will
have the exclusive opportunity to register identical domain names
(“Sunrise Period”), you agree to comply with the
procedures, terms and obligations. You acknowledge and agree that
registrations for domain names during the Sunrise Period will
only be accepted for a minimum registration term of five (5)
years.
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.
FEES. As consideration for the Services you have selected, you
agree to pay the RSP the applicable service 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.
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.
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 will 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. If you have
registered your name during the Sunrise Period, you agree to be
bound by the Sunrise Dispute Resolution Policy (“Sunrise
Dispute Policy”) found at http://www.afilias.com/faq/sunrise-challenge.html.
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.
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.
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 Policies
that are incorporated herein and made a part of this Agreement by
reference. The current version of the general registration
Dispute Policy may be found at http://www.opensrs.org/legal/udrp.shtml.
Please take the time to familiarize yourself with this
policy.
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 Sunrise
Dispute Policy or the Dispute Policy, as applicable. 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 Sunrise Dispute Policy or
Dispute Policy, as applicable.
POLICY. You agree that your registration of the domain name shall
be subject to suspension, cancellation, or transfer pursuant to a
Tucows, Registry Operator, ICANN or government-adopted policy, or
pursuant to any registrar or registry procedure not inconsistent
with a Tucows, Registry Operator, 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.
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.
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.
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.
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. 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.
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. You acknowledge that you will not be entitled to change
registrars during the first sixty (60) days following the
registration of your domain name.
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.
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.
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.
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:
Your name and postal address (or, if different, that of the
domain name holder);
The domain name being registered;
The name, postal address, e-mail address, and voice and fax (if
available) telephone numbers of the administrative contact for
the domain name;
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 the purpose of improving the products and services offered to
you through your RSP.
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.
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.
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. We also reserve the right
to suspend a domain name during resolution of any dispute.
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.
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.
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.
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 have been 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 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.
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.
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.
INFANCY. You attest that you are of legal age to enter into this
Agreement.
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.
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.