In order to sell Digital Certificates all
resellers must read and accept the terms and
conditions below:
WEB CERTIFICATE PROVIDER
AGREEMENT
This Agreement (the
"Agreement") will become effective on the date upon
entering your UserName and Password and clicking the
"I Accept" button below ("Effective Date"). This
Agreement is by and between
TUCOWS Inc. 535 5th Avenue New York, New
York 10017 ("TUCOWS")
and
NETCOM STF
("RSP").
(TUCOWS and RSP may
be referred to individually as a "Party" and
collectively as the "Parties.")
WHEREAS, TUCOWS
is an authorized provider web
certificates; WHEREAS, RSP intends to establish the
right to initiate the registration of web certificates
through OpenSRS (as defined below); NOW, THEREFORE,
in consideration of the mutual promises, benefits and
covenants contained herein, TUCOWS and RSP, intending
to be legally bound, hereby agree as
follows:
1. DEFINITIONS (a) "API" means the
set of technical specifications making up the
Application Program interface; (b) "Communications"
refers to the date, time and the content of all
registration data (including updates) which shall
include all written communications constituting
registration applications, confirmations,
modifications, or terminations and related
correspondence with Customers, including registration
contracts, Customer accounts, including dates and
amounts of all payments and refunds; (c)
"Confidential Information" means any and all
information disclosed by a party including technical
information, software, financial data, business and
marketing plans. Confidential Information shall not
include information which (i) is publicly available at
the time of its disclosure or becomes publicly
available though no fault of the receiving party; (ii)
is lawfully obtained by the receiving party from a
third party without restriction; or (iii) is known by
the receiving party prior to the date of disclosure as
demonstrated by the receiving party's records kept in
the ordinary course of business; (d) "Customer"
means an organization or individual applying to
register a Web Certificate via the agency of RSP
and/or TUCOWS; (e) "DNS" means Internet domain name
system; (f) "OpenSRS" means the multiple-registrar
shared registration system developed by TUCOWS for the
facilitation of the registration of internet domain
names and other Internet infrastructure products and
services; (g) "Web Certificates" means 128-bit SSL
Server Certificates;
2. OBLIGATIONS OF THE
PARTIES 2.1. Throughout the term of this Agreement,
TUCOWS shall provide RSP with access to OpenSRS to
enable RSP to sell Web Certificates to its
customers. 2.2. TUCOWS shall provide RSP reference
client software (the "Software"), and the API, either
of which will enable RSP to develop its system to
facilitate the resale of Web Certificates. 2.3. RSP
shall interface with and be responsible for providing
customer service and billing and technical support
with all Customers. 2.4. RSP shall submit all data
elements as specified in the interface to OpenSRS
using the appropriate TUCOWS protocols. RSP
acknowledges and agrees that RSP shall have no right,
title or interest in and to the data elements. 2.5.
RSP acknowledges and agrees that each Customer must
agree to be bound by the terms and conditions of the
applicable Web Certificate registration agreements in
the form outlined in the Appendices, and/or such other
registration agreements as TUCOWS shall post on its
web site from time to time. RSP may require Customers
using its services to agree to additional terms and
conditions, provided that such terms and conditions do
not conflict in any manner with the provisions of the
TUCOWS Web Certificate registration agreement. 2.6.
RSP shall develop and employ all necessary technology
and restrictions to ensure that its connection to
OpenSRS and all transmissions between RSP, Customers
and OpenSRS that are initiated for the purpose of
creating, deleting or modifying data within the TUCOWS
data base or a Registry data base are secure. All
transmissions shall be authenticated and encrypted
using protocol prescribed by TUCOWS. The Reseller
shall authenticate every connection with OpenSRS using
its password, which it shall disclose only to its
employees on a need to know basis. RSP shall notify
TUCOWS within four hours of learning that its password
has been compromised in any way. 2.7. RSP shall
comply with all terms or conditions established by
TUCOWS from time to time to assure sound operation of
OpenSRS. 2.8. RSP shall respond to and fix all
technical problems concerning the use of OpenSRS, the
Software and the API in conjunction with RSP's
systems. RSP agrees that TUCOWS may, in its sole
discretion, temporarily suspend access to
OpenSRS. 2.9. At TUCOWS' request, RSP shall forward
copies of all Communications to TUCOWS.
3.
LICENSE 3.1. License Grant. Subject to the terms
and conditions of this Agreement, TUCOWS hereby grants
RSP and RSP accepts a non-exclusive, non-transferable,
worldwide limited license to use the Software and the
API. The Software and the API will enable RSP to use
OpenSRS to facilitate the registration of domain names
by TUCOWS on behalf of its Customers. 3.2.
Limitations on Use. The use of OpenSRS software shall
be governed by the GNU General Public License which
should be accessed and reviewed on
http://www.gnu.org/copyleft/. 3.3. TUCOWS may from
time to time make modifications to the Software and
the API licensed hereunder that will enhance
functionality or otherwise improve OpenSRS.
4.
SUPPORT SERVICES 4.1. During the term of this
Agreement, TUCOWS shall (i) maintain a web site
containing technical information related to OpenSRS
and (ii) maintain an SRS technical e-mail
list.
5. FEES 5.1. RSP shall pay to TUCOWS
the non-refundable amounts set forth herein with
respect to each Web Certificate purchased
(collectively, the "Fees"). TUCOWS reserves the right
to adjust the Fees from time to time.
6.
INVOICING 6.1. Prior to registering any domain
names through OpenSRS, RSP shall forward a sum agreed
by the parties to Tucows on account. As Web
Certificates are purchased by RSP through OpenSRS,
RSP's account balance shall be reduced. TUCOWS shall
maintain a record of RSP's account balance which shall
be accessible by RSP. If RSP's account balance is
fully depleted at any time, RSP shall not be permitted
to purchase any further Web Certificates through
OpenSRS until such time as RSP's account balance is
restored. 6.2. TUCOWS reserves the right to require
minimum order levels and to modify those minimums from
time to time. Tucows' minimum requirement shall be
available on OPENSRS website
(www.opensrs.org). 6.3. Payment may be submitted by
RSP to TUCOWS in the following manners: (a) via
wire transfer to: HSBC Bank USA, New York,
N.Y. SWIFT: MRMDUS33 Pay to HSBC Canada - A/C
000-050881 For account: 362 -003 -068
-070 Beneficiary: Tucows.com Co. RSP agrees that
all wire transfer charges will be the responsibility
of the remitter. (b) Via cheque made payable to
TUCOWS.com Co. and delivered to:
TUCOWS
Inc. 96 Mowat Avenue Toronto,
Ontario Canada M6K 3M1
(c) Via credit
card by submitting a signed copy of the form made
available for such purpose on the Open SRS website
(www.opensrs.org).
7. CONFIDENTIALITY 7.1.
Each party acknowledges that it may have access to
Confidential Information of the other party or its
affiliates (collectively, the "Disclosing Party").
Each party acknowledges that it shall keep in strict
confidence and not use or disclose the Disclosing
Party's Confidential Information except for the
purpose of performing or enabling its employees to
create and operate the services provided by this
Agreement or as may be required by law.
8. TERM
OF AGREEMENT 8.1. The term of this Agreement shall
be one year from the Effective Date and will
automatically renew for successive one (1) year terms
(each a "Renewal Term" and cumulatively the "Term").
The Term shall continue until the earlier to occur of
the following: (i) the Agreement is terminated as
provided herein, (ii) RSP elects not to renew at the
end of the Initial Term or any Renewal Term, (iii)
TUCOWS ceases to resell Web Certificates In the event
that at any time during the Term hereof a Registry
Agreement is amended or revised, RSP shall execute an
amendment to or revision of this Agreement or shall be
entitled to terminate this Agreement 8.2.
Registration Following Termination. Upon expiration or
termination of this Agreement, TUCOWS will ensure that
all outstanding Web Certificate requests may be
completed. 8.3. Termination For Cause. In the
event that either Party (or, in the case of RSP, an
agent of RSP) materially breaches any term of this
Agreement, including any of its representations,
warranties, covenants and agreements hereunder, and
such breach is not cured within thirty calendar days
after written notice thereof is given by the other
Party, then the non-breaching Party may, by giving
written notice thereof to the other Party, terminate
this Agreement as of the date specified in such notice
of termination. Further, in addition to the foregoing
rights of termination, in the event that TUCOWS, in
its reasonable discretion, determines that RSP has
breached any provision of this Agreement, is in
violation of any OpenSRS policy or regulation as
amended from time to time, or is engaging in conduct
that breaches or may put TUCOWS in breach of any third
party agreement with respect to the sale Web
Certificates, TUCOWS shall have the right to suspend
RSP's access to OpenSRS pending the cure of such
breach to the reasonable satisfaction of TUCOWS.
Failure of RSP to remedy its practices to the
satisfaction of TUCOWS within a reasonable period of
time shall entitle TUCOWS to immediate termination of
this Agreement. 8.4. Early Termination. Either
party may terminate this Agreement at any time by
giving the other party thirty (30) days written notice
of termination. 8.5. Bankruptcy. Either Party may
terminate this Agreement with immediate effect if the
other Party is adjudged insolvent or bankrupt, or if
proceedings are instituted by or against a Party
seeking relief, reorganization or arrangement under
any laws relating to insolvency, or seeking any
assignment for the benefit of creditors, or seeking
the appointment of a receiver, liquidator or trustee
of a Party's property or assets or the liquidation,
dissolution or winding up of a Party's
business.
9. INDEMNIFICATION 9.1. RSP, at
its own expense, will indemnify, defend and hold
harmless TUCOWS and its employees, directors,
officers, representatives, agents, affiliates and
third party beneficiaries, against any claim, suit,
action, or other proceeding brought against TUCOWS
based on or arising from any claim or alleged claim
(i) relating to any product or service of RSP; (ii)
relating to any agreement, with any Customer of RSP;
or (iii) relating to RSP's business practices,
including, but not limited to, RSP's advertising,
domain name application process, systems and other
processes, fees charged, billing practices and
customer service; provided, however, that in any such
case: (a) TUCOWS will provide RSP with prompt notice
of any such claim, and (b) upon RSP's written request,
TUCOWS will provide to RSP all available information
and assistance reasonably necessary for RSP to defend
such claim, provided that RSP reimburses TUCOWS for
its actual and reasonable costs. RSP will not enter
into any settlement or compromise of any such
indemnifiable claim without TUCOWS' prior written
consent, which consent shall not be unreasonably
withheld. RSP will pay any and all costs, damages, and
expenses, including, but not limited to, reasonable
attorneys' fees and costs awarded against or otherwise
incurred by TUCOWS in connection with or arising from
any such indemnifiable claim, suit, action or
proceeding.
10. REPRESENTATIONS AND
WARRANTIES RSP hereby represents and warrants to
TUCOWS as follows: (a) This Agreement has been duly
and validly executed and delivered and constitutes a
legal, valid and binding obligation enforceable
against RSP in accordance with its terms; (b) The
execution, delivery, and performance of this Agreement
and the consummation by RSP of the transactions
contemplated herein will not, with or without the
giving of notice, the lapse of time, or both, conflict
with or violate (i) any provision of law, rule, or
regulation, (ii) any order, judgement, or decree,
(iii) any provision of corporate by-laws or constating
documents, or (iv) any agreement or other
instrument; (c) No consent, approval, or
authorisation of, or exemption by, or filing with, any
governmental authority or any third party is required
to be obtained or made in connection with the
execution, delivery, and performance of this Agreement
or the taking of any other action contemplated hereby;
and (d) There is no pending or, to the best of
RSP's knowledge, threatened claim, action, or
proceeding against RSP, or any affiliate of RSP, with
respect to the execution, delivery, or consummation of
this Agreement, or with respect to RSP's trademarks,
and, to the best of RSP's knowledge, there is no basis
for any such claim, action, or proceeding.
11.
MISCELLANEOUS 11.1. Any reference in this Agreement
to gender shall include all genders, and words
importing the singular number only shall include the
plural and vice versa. 11.2. All references in this
Agreement to dollars are expressed in US
currency. 11.3. There are no representations,
warranties, conditions or other agreements, express or
implied, statutory or otherwise, between the Parties
in connection with the subject matter of this
Agreement, except as specifically set forth
herein. 11.4. No waiver of any of the provisions of
this Agreement shall be deemed to constitute a waiver
of any other provision (whether or not similar), nor
shall such waiver constitute a waiver or continuing
waiver unless otherwise expressly provided in
writing. 11.5. The Parties shall attempt to resolve
any disputes between them prior to resorting to
litigation. This Agreement shall be governed by and
interpreted and enforced in accordance with the laws
of the 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 the provincial courts
located in Toronto, Ontario, Canada. 11.6. This
Agreement shall enure to the benefit of and be binding
upon TUCOWS and RSP as well as all respective
successors and permitted assigns. 11.7. Survival.
In the event of termination of this Agreement for any
reason, Sections 2.5, 2.7, 3.2, 5.1, 7, 9.1, 10, 11.4,
11.5, 11.6, 11.15, 11.16, 11.17, and 11.18 shall
survive. Neither Party shall be liable to the other
for damages of any sort resulting solely from
terminating this Agreement in accordance with its
terms but each Party shall be liable for any damage
arising from any breach by it of this
Agreement. 11.8. Nothing in this Agreement shall be
construed as creating an employer-employee
relationship, a partnership or a joint venture between
the Parties. RSP is an agent of TUCOWS and its
business partners for the purpose of selling Web
Certificates in accordance with the terms of this
Agreement. RSP is not an agent of TUCOWS for any other
purpose. 11.9. Force Majeure. Neither Party shall
be responsible for any failure to perform any
obligation or provide service hereunder because of any
Act of God, strike, work stoppage, governmental acts
or directives, war, riot or civil commotion, equipment
or facilities shortages or other similar force beyond
such Party's reasonable control. 11.10. Further
Assurances. Each Party hereto shall execute and/or
cause to be delivered to each other Party hereto such
instruments and other documents, and shall take such
other actions as such other Party may reasonably
request, for the purpose of carrying out or evidencing
any of the transactions contemplated by this
Agreement. 11.11. Amendments. During the period of
this Agreement, RSP agrees that TUCOWS 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 the TUCOWS web site, or on
notification to RSP by e-mail or regular mail as per
the Notices section of this agreement. RSP agrees to
review our web site, including the Agreement,
periodically to be aware of any such revisions. If RSP
does not agree with any revision to the Agreement, RSP
may terminate this Agreement by providing TUCOWS with
notice by e-mail or regular mail within 30 days of
notification of the revisions as per the Termination
and Notices sections of this Agreement. RSP agrees
that, by continuing to use OpenSRS following notice of
any revision to this Agreement or change in
service(s), RSP agrees to abide by any such revisions
or changes. 11.12. Attorneys' Fees. If any legal
action or other legal proceeding (including
arbitration) relating to the performance under this
Agreement or the enforcement of any provision of this
Agreement is brought against any Party hereto, the
prevailing Party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements
(in addition to any other relief to which the
prevailing Party may be entitled). 11.13.
Assignment/Sublicense. Except as otherwise expressly
provided herein, the provisions of this Agreement
shall inure to the benefit of and be binding upon, the
successors and assigns of the Parties. RSP shall not
assign, sublicense or transfer its rights or
obligations under this Agreement to any third party
without the prior written consent of TUCOWS. 11.14.
Delays or Omissions; Waivers. No failure on the part
of any Party to exercise any power, right, privilege
or remedy under this Agreement, and no delay on the
part of any Party in exercising any power, right,
privilege or remedy under this Agreement shall operate
as a waiver of such power, right, privilege or remedy;
and no single or partial exercise or waiver of any
such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other
power, right, privilege or remedy. No Party shall be
deemed to have waived any claim arising out of this
Agreement, or any power, right, privilege or remedy
under this Agreement, unless the waiver of such claim,
power, right, privilege or remedy is expressly set
forth in a written instrument duly executed and
delivered on behalf of such Party; and any such waiver
shall not be applicable or have any effect except in
the specific instance in which it is given. 11.15.
Limitation of Liability. IN NO EVENT WILL TUCOWS BE
LIABLE TO RSP FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY
DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF TUCOWS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. 11.16. Construction. The Parties agree
that any rule of construction to the effect that
ambiguities are to be resolved against the drafting
Party shall not be applied in the construction or
interpretation of this Agreement. 11.17.
Intellectual Property. Subject to the provisions of
this Agreement, each Party will continue to
independently own its intellectual property, including
all patents, trademarks, trade names, service marks,
copyrights, trade secrets, proprietary processes and
all other forms of intellectual property. Any
improvements to existing intellectual property will
continue to be owned by the Party already holding such
intellectual property. 11.18. The Software is
provided "as-is" and without any warranty of any kind.
TUCOWS EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS
FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD
PARTY RIGHTS. TUCOWS DOES NOT WARRANT THAT THE
FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET RSP'S
REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE
WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS
IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, TUCOWS
NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE SOFTWARE OR
RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE
SOFTWARE PROVE DEFECTIVE, RSP ASSUMES THE ENTIRE COST
OF ALL NECESSARY SERVICING, REPAIR OR
CORRECTION. 11.19. Entire Agreement, Severability.
This Agreement which includes all applicable
appendices constitutes the entire agreement between
the Parties concerning the subject matter hereof and
supersedes any prior agreements, representations,
statements, negotiations, understandings, proposals or
undertakings, oral or written, with respect to the
subject matter expressly set forth herein. If any
provision of this Agreement shall be held to be
illegal, invalid or unenforceable, each Party agrees
that such provision shall be enforced to the maximum
extent permissible so as to effect the intent of the
Parties and the validity, legality and enforceability
of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby. If
necessary to effect the intent of the Parties, the
Parties shall negotiate in good faith to amend this
Agreement to replace the unenforceable language with
enforceable language that reflects such intent as
closely as possible.
12. NOTICE 12.1.
Notices. Any notice or other communication required or
permitted to be delivered to any Party under this
Agreement shall be in writing and shall be deemed
properly delivered, given and received when delivered
(by hand, by registered mail, by courier or express
delivery service, by telecopier during business hours,
or by electronic mail) to the address, telecopier
number, or e-mail address set forth beneath the name
of such Party below: if to TUCOWS: TUCOWS
Inc. 96 Mowat Avenue Toronto, Ontario M6K
3M1 Attention: Legal Affairs Fax: +1 416
531-5584 e-mail: lhutz@tucows.com
if to RSP
to the address of record, as supplied in your OpenSRS
Registration Service Provider Agreement:
Any
telecopier or electronic 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 16:00
(Eastern Standard Time) and otherwise on the next
business day. Any communication sent via regular mail
shall be deemed to have been validly and effectively
given 5 business days after the date of
mailing.
APPENDIX A Web Certificate
Registration Code Agreement
1. AGREEMENT. In
this Agreement ("Agreement") "you" and "your" refer to
the web certificate subscriber, "we", "us" and "our"
refer to Tucows Inc. and "Product" refers to the
purchase of 128-Bit SSL Server Certificates
("Certificate") provided by us as offered through
___________________________________ ("MSP"). Tucows
role in the transaction is limited to provision of the
registration code required for generating a
certificate request. This Agreement explains our
obligations to you, and explains your obligations to
us for the Product. 2. FEES. As consideration for
the Products you have selected, you agree to pay MSP
the applicable service(s) fees. All fees payable
hereunder are non-refundable after the earlier of
either 30 days or after the Registration Code has been
used to receive a Certificate. As further
consideration for the Products, you agree to: (1)
provide certain current, complete and accurate
information about you as required by the registration
process and (2) you will be required to enter into a
Web Server Certificate Subscription Agreement between
you and Entrust.net Inc. 3. MODIFICATIONS TO
AGREEMENT. You agree that we may: (1) revise the terms
and conditions of this Agreement; and (2) change the
Products 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. 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 Products following
notice of any revision to this Agreement or change in
Product(s), you shall be bound by any such revisions
and changes. 4. ANNOUNCEMENTS. We reserve the right
to distribute information to you that is pertinent to
the quality or operation of our Products 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. 5. LIMITATION OF
LIABILITY. You agree that our entire liability, and
your exclusive remedy, with respect to any Product(s)
provided under this Agreement and any breach of this
Agreement is solely limited to the amount you paid for
such Product(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, malfunction, or
inability to use any of the Products or for the cost
of procurement of substitute Products. 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 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 product(s)
provided under this Agreement; (6) loss or liability
resulting from the interruption of your Product. You
agree that we will not be liable 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. 6.
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 Products
provided hereunder or your use of the Products,
including without limitation infringement by you, or
someone else using the Product of any intellectual
property or other proprietary right of any person or
entity, or from the violation of any of our operating
rules or policies relating to the Product(s) provided.
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 revocation of your Certificate. 7.
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
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 cancel the Registration Code(s). 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. 8. DISCLAIMER OF
WARRANTIES. You agree that your use of the Product is
solely at your own risk. You agree that such
Product(s) are 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 Products will meet your
requirements, or that the Product(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 Product(s) or as to the
accuracy or reliability of any information obtained
through the Product or that defects in the Product
will be corrected. You understand and agree that any
material and/or data downloaded or otherwise obtained
through the use of Product 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 with the
Product or any transactions entered into through the
Product. No advice or information, whether oral or
written, obtained by you from us or through the
Product shall create any warranty not expressly made
herein. 9. INFORMATION. As part of the Certificate
request process, you are required to provide us
certain information as well as a proof of right to
establish your identity. You are obliged but not
limited to providing the following information: (i)
Your name and postal address (or, if different, that
of the domain name holder); (ii) The Certificate
Signing Request generated on the server being
secured, (iii) The Domain Name for which the
Certificate is to be used, (iv) Technical
information required for operation of the
Certificate, (v) Your industry; (vi) The name,
postal address, e-mail address, and voice and fax (if
available) telephone numbers of the administrative
contact, (vii) The name, postal address, e-mail
address, and voice and fax (if available) telephone
numbers of the billing contact, (viii) The name,
postal address, e-mail address, and voice and fax (if
available) telephone numbers of the security
contact, 10. 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. 11. SURVIVABILITY. Sections 6, 7, 9, 11,
12, 13, 15, 16, and 17 shall survive this
Agreement. 12. 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. 13. 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. 14. 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 owholmes@tucows.com, or in the case of
notification to you, to the e-mail address provided by
you in the e-mail address identified by you in the
purchase process. 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 MSP shall be sent to: OUR
ADDRESS: TUCOWS Inc. 96 Mowat Avenue Toronto,
Ontario M6K 3M1 Attention: Legal Affairs and
in the case of notification to you shall be to the
e-mail address identified by you in the purchase
process. 15. ENTIRETY. You agree that this
Agreement is the complete and exclusive agreement
between you and us regarding the Products. This
Agreement supersedes all prior agreements and
understandings, whether established by custom,
practice, policy or precedent. 16. 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. 17. INFANCY. You
attest that you are of legal age to enter into this
Agreement. 18. 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
PRODUCT AND ARE NOT RELYING ON ANY REPRESENTATION
AGREEMENT, GUARANTEE OR STATEMENT OTHER THAN AS SET
FORTH IN THIS AGREEMENT.
APPENDIX
B
Registration Fee Schedule
Each one
year Web Certificate - $99 USD per year. Applicable
taxes and handling fees are extra.
2CO
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