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Domain Keep Registration Agreement |
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 Domain Keep c/o Internet Inventions Inc., 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.domainkeep.com/udrp.html.
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 wilful provision of inaccurate or unreliable information,
your wilful 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. 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
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
keeper@domainkeep.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 -
Keeper of Domain Keep
c/o Internet Inventions Inc.
2635 Park Boulevard
Palo Alto, CA
94306
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.