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EXHIBIT A
.cn
Registration Agreement
1. AGREEMENT. In this
Registration Agreement ("Agreement") "Registrant",
"you" and "your" refer to the registrant of each
domain name registration, "we", "us" and "our"
refer to Tucows Inc., "Registry Operator" refers to
NeuStar, Inc., "CNNIC" refers to the China Network
Information Centre, and "Services" refers to the domain
name registration provided by us as offered through Whatever Computes
Ltd.. This Agreement explains our obligations to you, and explains
your obligations to us for various Services.
2.
REPRESENTATIONS AND WARRANTIES. You certify and represent that:
(a) You have supplied all of the information required in the
domain name registration application ("Application") and
further, that the data provided in the Application is true, correct,
up to date and complete, and that you will continue to keep all of
the information provided correct, up-to-date and complete;
(b) 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;
(c)
That the domain name is not being registered for nor shall it at any
time whatsoever be used for any unlawful purpose whatsoever;
(d)
You have the requisite power and authority to enter into this
Registration Agreement and to perform the obligations hereunder.
3.
RESTRICTIONS. You agree that you shall not register or use a
domain name that is deemed by CNNIC to:
(a) be against the
basic principles prescribed in the Constitution of the Peoples
Republic of China ("PRC");
(b) jeopardize national
security, leak state secrets, intend to overturn the government or
disrupt the integrity of the PRC;
(c) harm national honour and
national interests of the PRC;
(d) instigate hostility or
discrimination between different nationalities or disrupt the
national solidarity of the PRC;
(e) spread rumours, disturb
public order or disrupt social stability of the PRC;
(f) spread
pornography, obscenity, gambling, violence, homicide, terror or
instigate crimes in the PRC;
(g) insult, libel against others and
infringe other people's legal rights and interests in the PRC; or
(h) take any other action prohibited in laws, rules and
administrative regulations of the PRC.
4. ADHERENCE TO
POLICIES. You agree to comply with all applicable laws,
regulations and policies of the Peoples Republic of China's
governmental agencies and the China Internet Network Information
Centre ("CNNIC"), including but not limited to the
following rules and regulations: (i) China Internet Domain Name
Regulations (currently at http://www.cnnic.net.cn/ruler/20.shtml);
(ii) CNNIC Detailed Rules of Internet Domain Name Registration
Administration (currently at http://www.cnnic.net.cn/ruler/16.shtml);
(iii) CNNIC Domain Name Dispute Resolution Policy (currently at
http://www.cnnic.net.cn/doc/e-10.shtml);
and (iv) Rules for CNNIC Domain Name Dispute Resolution Policy
(currently at http://www.cnnic.net.cn/doc/e-9.shtml).
You acknowledge that you have read and understood and agree to be
bound by the terms and conditions of the policies of the CNNIC, as
they may be amended from time to time.
5. FEES. As
consideration for the Services you have selected, you agree to pay
Whatever Computes 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 statements in
your Application are true, complete and accurate.
6. 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, 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.
7. 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 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 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. We will not refund any fees paid by you if
you terminate your agreement with us.
8. MODIFICATIONS TO
YOUR ACCOUNT. You shall maintain your own records appropriate to
document and prove the initial registration date of the domain name.
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.
9. DOMAIN NAME DISPUTES. You
acknowledge having read and understood and agree to be bound by the
terms and conditions of the CNNIC Domain Name Dispute Policy &
Rules for CNNIC Dispute Resolution Policy ("Dispute Policy")s,
as they may be amended from time to time, which are hereby
incorporated and made an integral part of this Agreement. The Dispute
Policy is currently found at http://www.cnnic.net.cn/ruler/20.shtml
and http://www.cnnic.net.cn/doc/e-10.shtml.
You acknowledge that, pursuant to the Dispute Policy,
Registrars must comply with all reasonable requests from the
applicable domain name dispute resolution institutions including the
provision of all relevant evidence in any domain name disputes in the
specified time frames.
If we are notified that a complaint
has been filed with a judicial or administrative body regarding your
use of our domain name registration services, you agree not to make
any changes to your domain name record without our prior approval. We
may not allow you to make changes to such domain name record until
(i) we are directed to do so by the judicial or administrative body,
or (ii) we receive notification by you and the other party contesting
your registration and use of our domain name registration services
that the dispute has been settled. Furthermore, you agree that if you
are subject to litigation regarding your registration and use of our
domain name registration services, we may deposit control of your
domain name record into the registry of the judicial body by
supplying a party with a registrar certificate from us.
10.
DOMAIN NAME DISPUTE POLICY MODIFICATIONS. You acknowledge that
the Dispute Policy may be modified from time to time. Any such
revised policy on our Web site at least fourteen (14) calendar days
before it becomes effective. You agree that, by maintaining the
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 modification, you
may terminate this Agreement. We will not refund any fees paid by you
if you terminate your Agreement with us.
11. SUSPENSION
AND CANCELLATION. You agree that your registration of the domain
name shall be subject to suspension, cancellation, or transfer
pursuant to any Tucows, Registry Operator, CNNIC or
government-adopted policy, or pursuant to any registrar or registry
procedure not inconsistent with a CNNIC or government-adopted policy,
(1) to correct mistakes by a party in registering the name, (2) for
the resolution of disputes concerning the domain name, (3) to protect
the integrity and stability of the registry, (4) to comply with any
applicable laws, government rules or requirements, requests of aw
enforcement, (5) to avoid any liability, civil or criminal, on the
part of Tucows, Registry Operator or CNNIC, as well as their
affiliates, subsidiaries, directors, representatives, employees and
stockholders or (6) for violations of this Agreement. Tucows,
Registry Operator and CNNIC also reserve the right to "freeze"
a domain name during the resolution of a dispute.
12.
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.
13.
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.
14.
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.
15.
INDEMNITY. You agree to release, indemnify, and hold Tucows, the
Registry Operator, CNNIC, our respective 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.
16. 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 may 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.
17.
BREACH. You agree that failure to abide by any provision of this
Agreement may be considered by us to be a material breach and that we
may provide a written notice, describing the breach, to you. If 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.
18. 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.
19. 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. If you license use of the domain name, you nonetheless agree
that you shall accept any and all liability for any harm caused by
said licensed use and suffered by Tucows, the Registry Operator
and/or CNNIC. 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.
20. 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:
(a) Your
full name, postal address, e-mail address and telephone number and
fax number (if available) (or, if different, that of the domain name
holder);
(b) The domain name being registered;
(c) The name,
postal address, e-mail address, and telephone number and fax number
(if available) telephone numbers of the administrative contact, the
technical contact and the billing contact for the domain name;
(d)
The IP addresses and names of the primary nameserver and any
secondary nameserver(s) for the domain name.
21.
DISCLOSURE AND USE OF REGISTRATION INFORMATION. You agree and
acknowledge that we will make domain name registration information
you provide available to CNNIC, to the Registry Operator, 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
CNNIC 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
Whatever Computes Ltd..
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 CNNIC, Registry Operator policy or pursuant to any
applicable laws and regulations. The parties shall take commercially
reasonable steps to protect Personal Data from loss, misuse,
unauthorized disclosure, alteration or destruction. Neither Tucows
nor Registry Operator make any representations as to how CNNIC uses,
accesses or corrects any Personal Data it receives from the Registry
Operator.
22. INACCURATE OR UNRELIABLE DATA. You
hereby represent and warrant that the data provided in the domain
name registration application is true, correct, up to date and
complete and that you will continue to keep all the information
provided up to date. Your wilful or negligent 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. No refunds shall be made if a domain
name is deleted as a result of enforcement of this provision.
23.
RIGHT OF REFUSAL. We, and/or Registry Operator, 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 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 a dispute.
24. 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.
25. 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.
26. 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.
27. 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. 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 Whatever Computes Ltd. shall be
sent to:
Our address:
TUCOWS Inc.
96 Mowat Avenue
Toronto, Ontario M6K
3M1
CANADA
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.
28. ENTIRETY. You agree that this
Agreement, the rules and policies published by Tucows, CNNIC and/or
the Registry Operator 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.
29. GOVERNING LAW. SAVE AND EXCEPT AS NOTED
BELOW, THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO CANADA.
Notwithstanding the foregoing, for the adjudication of
disputes concerning or arising from use of the registered domain
name, you shall submit, without prejudice to other potentially
applicable jurisdictions, to the jurisdiction of the courts (1) of
the Registrant's domicile, (2) where Registrar is located, and 3) the
People's Republic of China.
For the adjudication of a dispute
concerning or arising from use of the domain name, such dispute shall
be governed under the Laws of the Peoples Republic of China.
30.
INFANCY. You attest that you are of legal age to enter into this
Agreement.
31. 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.
32.
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.
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