Backland Communications - NAME Registration Agreement

SCHEDULE A

Registration Agreement .NAME

AGREEMENT. In this Registration Agreement ("Agreement") "you" and "your" refer to the registrant of each domain name registration and/or recipient of e-mail forwarding services, "we", "us" and "our" refer to Tucows Inc., "Registry Operator" refers to The Global Name Registry Ltd. and "Services" refers to the domain name registration and e-mail forwarding provided by us as offered through Backland Communications Inc. ("Reseller"). This Agreement explains our obligations to you, and explains your obligations to us for various Services.

.name RESTRICTIONS. Registrations in the .name top-level domain must constitute an individual's "Personal Name". For purposes of the .name restrictions (the "Restrictions"), a "Personal Name" is a person's legal name, or a name by which the person is commonly known. A "name by which a person is commonly known" includes, without limitation, a pseudonym used by an author or painter, or a stage name used by a singer or actor.

.name REPRESENTATIONS. As a .name domain name Registrant, you hereby represent that:
(i) the registered domain name or second level domain ("SLD") e-mail address is your Personal Name.
(ii) 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 of the information provided correct, current and complete,
(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;
(iv) that the domain name is not being registered for nor shall it at any time whatsoever be used for any unlawful purpose whatsoever;
(v) the registration satisfies the Eligibility Requirements found at http://www.nic.name/downloads/EligibilityRequirements.pdf; and
(vi) you have the authority to enter into this Registration Agreement.

E-MAIL FORWARDING SERVICES.
   (i) The Services for which you have registered may, at your option, include e-mail forwarding. To the extent you opt to use e-mail forwarding, you are obliged to do so in accordance with all applicable legislation and are responsible for all use of e-mail forwarding, including the content of messages sent through e-mail forwarding.
   (ii) You undertake to familiarize yourself with the content of and to comply with the generally accepted rules for Internet and e-mail usage. This includes, but is not limited to the Acceptable Use Policy, available at http://www.nic.name/downloads/aup.pdf as well as the following restrictions. Without prejudice to the foregoing, you undertake not to use e-mail forwarding:
      (a) to encourage, allow or participate in any form of illegal or unsuitable activity, including but not restricted to the exchange of threatening, obscene or offensive messages, spreading computer viruses, breach of copyright and/or proprietary rights or publishing defamatory material;
      (b) to gain illegal access to systems or networks by unauthorized access to or use of the data in systems or networks, including all attempts at guessing passwords, checking or testing the vulnerability of a system or network or breaching the security or access control without the sufficient approval of the owner of the system or network;
      (c) to interrupt data traffic to other users, servers or networks, including, but not restricted to, mail bombing, flooding, Denial of Service (DoS) attacks, wilful attempts to overload another system or other forms of harassment; or
      (d) for spamming, which includes, but is not restricted to, the mass mailing of unsolicited e-mail, junk mail, the use of distribution lists (mailing lists) which include persons who have not specifically given their consent to be placed on such distribution list. Users are not permitted to provide false names or in any other way to pose as somebody else when using e-mail forwarding.
   (iii) Registry Operator reserves the right to implement additional anti-spam measures, to block spam or mail from systems with a history of abuse from entering Registry Operator's e-mail forwarding. However, due to the nature of such systems, which actively block messages, Registry Operator shall make public any decision to implement such systems a reasonable time in advance, so as to allow you or us to give feedback on the decision.
   (iv) You understand and agree that Registry Operator may delete material that does not conform to clause (c) above or that in some other way constitutes a misuse of e-mail forwarding. You further understand and agree that Registry Operator is at liberty to block your access to e-mail forwarding if you use e-mail forwarding in a way that contravenes this Agreement. You will be given prior warning of discontinuation of the e-mail forwarding unless it would damage the reputation of Registry Operator or jeopardize the security of Registry Operator or others to do so. Registry Operator reserves the right to immediately discontinue e-mail forwarding without notice if the technical stability of e-mail forwarding is threatened in any way, or if you are in breach of this Agreement. On discontinuing e-mail forwarding, Registry Operator is not obliged to store any contents or to forward unsent e-mail to you or a third party.
   (v) You understand and agree that to the extent either we and/or Registry Operator is required by law to disclose certain information or material in connection with your e-mail forwarding, either we and/or Registry Operator will do so in accordance with such requirement and without notice to you.

FEES. As consideration for the Services you have selected, you agree to pay the 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 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 in our sole discretion: (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. 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 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. We will not refund any fees paid by you if you terminate your agreement with us.

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. You will not be able to transfer your domain name during the first sixty (60) days following registration of the domain name with us. Beginning on the sixty-first (61st) day following the registration, the policies set forth at: http://resellers.tucows.com/opensrs/name/bizspecs shall apply.

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://resellers.tucows.com/opensrs/legal. Please take the time to familiarize yourself with this policy. In addition, you hereby acknowledge that you have read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement.
   (i) the Eligibility Requirements (the "Eligibility Requirements"), available at http://www.nic.name/downloads/EligibilityRequirements.pdf;
   (ii) the Eligibility Requirements Dispute Resolution Policy (the "ERDRP"), available at http://www.nic.name/downloads/erdrp.pdf; and
   (iii) the Uniform Domain Name Dispute Resolution Policy (the "UDRP"), available at http://www.icann.org/udrp/udrp-policy-24oct99.htm.
The Eligibility Requirements dictate that Personal Name domain names and Personal Name SLD e-mail addresses will be granted on a first-come, first-served basis, except for registrations granted as a result of a dispute resolution proceeding or during the landrush procedures in connection with the opening of the Registry TLD. The following categories of Personal Name Registrations may be registered: (i) the Personal Name of an individual; (ii) the Personal Name of a fictional character, if you have trademark or service make rights in that character's Personal Name; (iii) in addition to a Personal Name registration, you may add numeric characters to the beginning or the end of the Personal Name so as to differentiate it from other Personal Names.
The ERDRP applies to challenges to (i) registered domain names and SLD e-mail address registrations within .name on the grounds that a Registrant does not meet the Eligibility Requirements, and (ii) to Defensive Registrations (as defined by the Registry Operator) within .name.
The UDRP sets forth the terms and conditions in connection with a dispute between a Registrant and party other than Global Name Registry ("Registry Operator") or Registrar over the registration and use of an Internet domain name registered by a Registrant.

10.

DOMAIN NAME DISPUTE POLICY MODIFICATIONS. You agree that we, in our sole discretion, may modify our dispute policy. We will post any such revised policy on our website at least thirty (30) calendar days before it becomes effective. You agree that, by maintaining the reservation or registration of your domain name or SLD e-mail address 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.

DOMAIN NAME DISPUTES. You agree that, if your use of our domain name registration services is challenged by a third party, you will be subject to the provisions specified in our 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 set forth below in this agreement. 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.

12.

POLICY. You agree that your registration of the domain name shall be subject to suspension, cancellation, or transfer pursuant to any Tucows, Registry Operator, ICANN or government-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with an ICANN or government-adopted policy, (1) to correct mistakes by us or the applicable Registry in registering the name or (2) for the resolution of disputes concerning the domain name.

13.

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.

14.

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.

15.

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.

You agree that neither we nor the Registry Operator will have any liability of any kind for any loss or liability resulting from (i) the processing of registration requests prior to live SRS launch, including, without limitation, your ability or inability to obtain a .name domain name or SLD e-mail address registration using these processes; or (ii) any dispute over any .name domain name, SLD e-mail address, Defensive Registration or NameWatch Registration (as defined by the Registry Operator), including the decision of any dispute resolution proceeding related to any of the foregoing.

16.

INDEMNITY. You agree to release, indemnify, and hold us, the Registry Operator, 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 out of or relating to the domain name registered 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 both us and the Registry Operator harmless pursuant to the terms and conditions contained in the Dispute Policies. 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.

17.

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.

18.

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 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.

19.

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.

20.

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.

21.

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 full name, postal address, e-mail address and voice telephone number and fax number (if available) (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 telephone number and fax number (if available) telephone numbers of the administrative contact, the technical contact and the billing contact for the domain name;

(iv) The IP addresses and names of the primary nameserver and any secondary nameserver(s) for the domain name.

You acknowledge and agree that the foregoing registration data will be publicly available and accessible on the Whois directory as required by ICANN and may be sold in bulk in accordance with ICANN policy. You further understand and agree that the foregoing registration data may be transferred internationally.

22.

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 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.

23.

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 e-mail 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.

24.

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, to protect the integrity and stability of the Registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with the dispute resolution process, or to avoid any liability, civil or criminal, on our part and/or that of the Registry Operator, as well as our affiliates, subsidiaries, officers, directors and employees. We and the Registry Operator reserve the right to suspend a domain name during the resolution of a dispute.

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 a 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.

25.

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.

26.

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.

27.

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.

28.

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 http://resellers.tucows.com/opensrs/name/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 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.
Legal Affairs
96 Mowat Avenue
Toronto, Ontario
M6K 3M1

29.

ENTIRETY. You agree that this Agreement, the rules and policies published by Tucows, ICANN 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.

30.

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.

31.

INFANCY. You attest that you are of legal age to enter into this Agreement.

32.

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.

33.

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.