Domain Name Registration and Management Services Terms and Condition

• 1. SERVICES
• 2. TERM AND RENEWAL
• 3. CHARGES AND PAYMENT
• 4. SERVICE ADDRESS
• 5. CIRA CONTRACT REQUIREMENTS
• 6. TUCOWS CONTRACT REQUIREMENTS
• 7. CUSTOMER'S REPRESENTATIONS AND WARRANTIES
• 8. USERIDS AND CUSTOMER PASSWORDS
• 9. SOFTWARE AND DOCUMENTATION SUPPLIED
• 10. TERMINATION
• 11. INFORMATION
• 12. LIMITATION OF LIABILITY
• 13. INDEMNITY
• 14. NOTICES
• 15. PRIVACY
• 16. DISCRETION
• 17. REGULATION
• 18. AMENDMENTS
• 19. ELECTRONIC NATURE OF AGREEMENT
• 20. GENERAL PROVISIONS
• 21. GLOSSARY

• Schedule A
• Schedule B
• Schedule C
• Schedule D

1. SERVICES

The Customer specified in the Domain Name Registration and Management Application, or in any amendments thereto (the “Application”) has requested and MTS Allstream Inc. ("Allstream") has agreed, to provide the service(s) described in the Application (the “Services”) on the terms and conditions set out herein. The provision of some or all of the Services to a Customer is subject to availability and to these Terms and Conditions.

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2. TERM

These Terms and Conditions shall come into effect on the date specified in the Application (the "Effective Date") and, subject to the provisions of these Terms and Conditions, shall remain in effect for the term specified in the Application (the “Term”). Following the expiration of the Term, the Services shall be renewed automatically for a period equal to one (1) year, unless either party terminates the Services by providing at least sixty (60) days written notice prior to the end of the then current term.

Where a Customer has transferred a .com, .net or .org registration to Allstream from another service provider, the term in respect of such a registration shall be the balance remaining in the existing term plus one year, pursuant to the VeriSign Change in Registrar policy

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3. CHARGES AND PAYMENT

Customer agrees to pay the charges specified in the Application (the “Charges”), together with all applicable taxes. All Charges shall be billed to the Customer in advance and shall be due and payable within thirty (30) days after the date of the billing statement. All Charges not paid when due shall bear interest at the rate specified in Allstream's billing statements from time to time. Upon termination of the Services, all Charges and any interest shall become immediately due and payable. The Customer agrees not to deduct or set-off any amount from the Charges due to Allstream for the Services. Charges that recur on an annual or monthly basis are fixed for the first year of the term specified in the Application, but Allstream reserves the right to adjust the Charges thereafter upon thirty (30) days prior written notice.

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4. SERVICE ADDRESS

All facilities, electrical requirements and any other equipment or facilities required in connection with the Services shall meet the specifications and requirements prescribed by Allstream, and shall be arranged or provided by the Customer at its own expense. Should the Customer request Allstream to relocate the Services to a new service address, such relocation shall be subject to availability and shall be performed by Allstream at the Customer's expense at Allstream's prevailing rates and terms including such service charges as may be applicable. Allstream shall have no obligation to relocate the Services to a service address outside the Province of Manitoba.

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5. CIRA CONTRACT REQUIREMENTS

Allstream is a CIRA certified registrar and has entered into an agreement with CIRA (the "Registrar Agreement"). Allstream is required by the Registrar Agreement to include the provisions set forth in Schedule A in Allstream's agreement with the Customer. The provisions of Schedule A apply only to .ca registrations and related Services hereunder. By submitting the Application, Customer acknowledges Schedule A, certifies to Allstream that Customer has reviewed and understands Schedule A, and agrees to be bound by its terms.

Pursuant to the Registrar Agreement, Allstream is required to promptly give notice to CIRA if Allstream becomes aware or has cause to believe that:

a) the Customer is in breach of, or a particular .ca domain name registration breaches, the rules and procedures established by CIRA; or

b) the Customer is no longer entitled to a .ca domain name registration under CIRA's rules and procedures;

and the Customer consents to Allstream's notifying CIRA if the circumstances in (a) or (b) should materialize, without liability to Allstream and agrees that Allstream shall be deemed not to have breached any confidentiality or privacy obligations in such event.

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6. TUCOWS CONTRACT REQUIREMENTS

(a) .com, .net and .org Registrations.  Allstream is a Registration Service Provider for Tucows Inc. (“Tucows”) and has entered into an agreement with Tucows respecting .com, .net and .org registrations (the “Service Provider Agreement”). Allstream is required by the Service Provider Agreement to have the Customer agree to and be bound by Tucows' gTLD Registration Agreement attached as Schedule B (the “Schedule B Agreement”). The Schedule B Agreement applies only with respect to .com, .net, and .org registrations and related Services provided pursuant to an Application. By submitting the Application, the Customer acknowledges the Schedule B Agreement, certifies to Allstream that Customer has reviewed and understands Schedule B Agreement, and agrees to be bound by the terms of the Schedule B Agreement.

(b) SSL Certificates.   Allstream has entered into an agreement with Tucows respecting the issuance of Secure Socket Layer (SSL) Certificates (the “SSL Agreement”). Allstream is required by the SSL Agreement to have the Customer agree to and be bound by the Web Certificate Registration Code Agreement attached as Schedule C (the “Schedule C Agreement”). The Schedule C Agreement applies only with respect to Secure Socket Layer (SSL) Certificates and related Services provided pursuant to an Application. By submitting the Application, the Customer acknowledges the Schedule C Agreement, certifies to Allstream that Customer has reviewed and understands Schedule C Agreement, and agrees to be bound by the terms of the Schedule C Agreement.

In addition, Customer expressly authorizes Allstream to apply for and accept the SSL Certificate on the Customer's behalf and acknowledges that in order to do so Allstream is required to have the Customer agree to and be bound by either the GeoTrust Inc. True Business ID Subscriber Agreement or TrueSite Subscriber Agreement attached hereto as Schedule D (whichever is applicable to the SSL Certificate applied for). By submitting the Application, Customer acknowledges the Schedule D Agreement, certifies to Allstream to Allstream that Customer has reviewed and understands Schedule D Agreement, and agrees to be bound by the terms of the Schedule D Agreement. Customer further acknowledges that pursuant to the GeoTrust Inc. True Business I.D. Subscriber Agreement, Allstream must request that GeoTrust revoke the SSL Certificate upon any change to the information on the Application, including but not limited to the change of the organization name or domain name registration of the Customer or promptly request that GeoTrust revoke the Certificate upon any actual or suspected loss, disclosure or other compromise of the private key provided with the Certificate. The Customer consents to Allstream providing GeoTrust with such information when required without liability and agrees that Allstream shall be deemed not to have breached any obligation to the Customer herein in such event.

(c) Disclosure.   Customer further acknowledges that pursuant to both the Service Provider Agreement and the SSL Agreement (as applicable), Allstream is required to provide Tucows with copies of all Communications it has with Customer, and the Customer consents to Allstream's providing Tucows with such Communications when required, without liability to Allstream and agrees that Allstream shall be deemed not to have breached any confidentiality or privacy obligations in such event. “Communications”, for the purpose of this section 6(c), refers to date, time and content of all registration data (including updates), all written communications constituting registration applications, confirmations, modifications, or terminations and related correspondence with Customer including dates and amounts of all payments and refunds. In addition, Customer consents to the disclosure by Allstream to Tucows of the information required by Tucows to obtain domain name registrations and/or SSL certificates on Customer's behalf, and acknowledges that both the Schedule B Agreement and Schedule C Agreement authorize Tucows to further disclose such information in accordance with those agreements.

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7. CUSTOMER'S REPRESENTATIONS AND WARRANTIES

The Customer represents and warrants to Allstream that it:

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8. USERIDS AND CUSTOMER PASSWORDS

The Customer shall not make the UserIDs provided in connection with the Services or Customer passwords available to any third party and shall be solely responsible for maintaining the security of the UserIDs and Customer passwords. The Customer shall be responsible for all use of the Services by anyone using the UserIDs and/or Customer passwords. If the Customer shall become aware, or suspects that any unauthorized person has obtained or attempted access to the Customer's account, programs, or data, then the Customer shall forthwith notify Allstream and change the Customer password(s). Customer acknowledges that the fees charged by Allstream reflect the allocation of risk herein and the limited recourse to Allstream provided for in this Agreement. Allstream will not assume any responsibility for acts or omissions of Customer or of any individual who accesses the Services using Customer's passwords and UserIDs. In addition, Customer acknowledges that if it allows any person under the age of eighteen (18) to use the Services, Customer shall bear the sole responsibility and liability for, and shall indemnify Allstream against, any claims, actions or losses that arise, directly or indirectly, from such use. As between Allstream and Customer, Customer is better able to put in place physical and procedural impediments to the inappropriate use of and to supervise use of its account, UserIDs Customer passwords and the Services. Protection of the UserIDs and Customer passwords shall be the Customer's responsibility.

Customer shall comply with all current and future policies of Allstream related to the Services. Allstream may post notice of such policies at www.allstream.com/smallbusiness/legal/, or may send notice of such policies by email or regular mail.

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9. SOFTWARE AND DOCUMENTATION SUPPLIED

Any software or documentation supplied by Allstream or its agents to Customer with respect to the Services shall remain the property of Allstream or its agents, as applicable. Customer shall take appropriate steps to protect same against loss or damage. The use by Customer of any such software and documentation shall be subject to such terms set out in the License Agreement included with the software and documentation.

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10. TERMINATION

Allstream, in its sole discretion, may suspend the Customer's access to some or all of the Services or terminate the Services without notice and without incurring any liability if:

The Customer may terminate all or any part of the Services upon providing thirty (30) days prior written notice to Allstream, provided however that Allstream shall not be required to refund the Charges paid by the Customer in the event of termination for any of the reasons stated in this section 10, nor in respect of any Charges in respect of .com, .net and .org registrations .

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11. INFORMATION

Customer hereby acknowledges that Allstream may retain and use any information, comments or ideas conveyed by Customer relating to the Services (including any products and services made available on the Services). This information may be used by Allstream to provide Customer with better service.

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12. LIMITATION OF LIABILITY

12.1 LIMITATION ON WARRANTIES AND CONDITIONS. Allstream makes no representation, warranty or condition, whether oral or written, express or implied, statutory or otherwise with respect to the Services, including, without limitation, any warranty or condition of quality or fitness for a particular purpose or non-infringement, or with respect to functionality, merchantable quality, freedom from bugs or viruses, compatibility or interoperability of Allstream's facilities.

12.2 USE OF DOMAIN NAMES. Customer agrees that Allstream shall not be responsible for the use of or right to use any domain name and that Allstream shall not be responsible in any way whatsoever for any conflict or dispute with or any claim against the Customer including one relating to a registered or unregistered trade-mark, a corporate, business or other trade name, rights relating to a name or other identifying indicium of an individual or any other intellectual property rights of a third party, or relating to defamation of or unlawful discrimination with respect to any other person. The Customer acknowledges and agrees that the registration of a domain name does not create any proprietary right for the Customer or any other person in any name used as a domain name or in any domain name registration, and the entry of a domain name in the .ca Registry, in the “whois” database, or in any other registry shall not be construed as evidence of ownership of the registered domain name. The Customer shall not in any way transfer or purport to transfer a proprietary right in any domain name registration or grant or purport to grant as security or in any other manner encumber or purport to encumber any domain name registration provided hereunder.

12.3 LIMITATION OF LIABILITY. Allstream's aggregate liability to the Customer, including for all breaches by Allstream of this agreement, shall be limited to the amount of fees paid or payable to Allstream under this Agreement, regardless of the form of action including breach of contract (including fundamental breach or otherwise), strict liability, tort, (including negligence), any act or omission of Allstream or its representatives or under any other legal or equitable theory, even if Allstream had knowledge of or could have foreseen the possibility of such damages.

12.4 ADDITIONAL LIMITATIONS OF LIABILITY. Without limiting the generality of section 12.3, in no event, whether as a result of breach of contract (including fundamental breach or otherwise), strict liability, tort, (negligence, any act or omission of Allstream or its representatives or any other legal or equitable theory even if Allstream had knowledge of or could have foreseen the possibility of damages, shall:

regardless of the form of action including breach of contract (including fundamental breach or otherwise), strict liability, tort, (including negligence), any act or omission of Allstream or its representatives or under any other legal or equitable theory, even if Allstream had knowledge of or could have foreseen the possibility of such damages.

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13. INDEMNITY

The Customer shall be solely responsible and liable for, and agrees to indemnify and save Allstream and its contractors, agents, employees, officers, directors, affiliates and assigns harmless from and against any and all damages, liabilities, obligations, losses, claims, demands, actions, causes of action, lawsuits, penalties, costs and expenses (including, without limitation, reasonable legal and other related costs) arising out of or in any way connected with:

including, without limitation, all losses, damages, expenses and costs incurred by Allstream in attempting to enforce any provision of these Terms and Conditions, or in recovering any charges or any damages for breach of any covenant, term or condition of these Terms and Conditions. All remedies conferred upon Allstream shall be deemed to be cumulative and no one is exclusive of the other, or any other remedy conferred by law.

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14. NOTICES

Any and all notices to be provided by one party to the other shall be sufficiently given if personally served or sent by mail, email or facsimile and with respect to the Customer sent or addressed as specified by the Customer on the Application and with respect to Allstream, sent or addressed to P.O. Box 6666, 555 Madison Street, Winnipeg, Manitoba, R3C 3V6, Attention: Internet Customer Service, Facsimile No. (204) 784-6043 , E-mail: MTSInternetServices@mts.ca. Any such notices, if delivered personally, shall be deemed to have been received the same day; if sent by mail or email, shall be deemed to have been received three (3) business days after the date of mailing; if sent by facsimile, shall be deemed to have been received on the next business day following the date of transmission.

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15. PRIVACY

The Customer acknowledges that Allstream collects, uses and discloses Personal Information, for the purposes identified in the Allstream Code of Fair Information Practices (the "Allstream Privacy Code"). These purposes are:

The Customer hereby consents to Allstream collecting, using and disclosing Customer's Personal Information in accordance with the Allstream Privacy Code and for the purposes set forth in section 7 of these Terms and Conditions. The entire Allstream Privacy Code may be viewed on Allstream's website at www.allstream.com/smallbusiness/legal/privacy/ or will be provided upon request.

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16. DISCRETION

Any discretion, option, decision, or opinion by Allstream shall be sufficiently exercised or formed if exercised or formed by or subsequently ratified by Allstream's system administrator or any other person or persons designated by Allstream's directors.

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17. REGULATION

Should any competent regulatory authority determine that the Services must be regulated, then in such case, the parties shall observe the terms and conditions imposed by the regulatory authority, including any change to the rates set out herein. If, as a result of regulation, the rates set out herein are increased, the Customer may terminate the Services without penalty or termination charge at any time following the effective date of such rate increase, upon giving thirty (30) days notice of termination to Allstream.

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18. AMENDMENTS

Allstream may amend these Terms and Conditions at any time by posting the amended terms and conditions at www.allstream.com/smallbusiness/legal/ the amended terms and conditions should be effective thirty (30) days from the date of posting. Customer’s continued use of the Services after posting constitutes acceptance of the amended Terms and Conditions. Allstream may, but shall not be obligated to, notify the Customer via email of the amended terms and conditions. In addition, Allstream reserves the right to amend these Terms and Conditions immediately should such action be required due to an amendment of the Registrar Agreement with CIRA, the Service Provider Agreement with Tucows or the SSL Agreement with Tucows.

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19. ELECTRONIC NATURE OF TERMS AND CONDITIONS

By using the Services, Customer expressly consents to these Terms and Conditions applying to the Service without the need for a signature by either Customer or Allstream. Both Allstream and Customer agree that a printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records generated and maintained in printed form by Allstream.

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20. GENERAL PROVISIONS

The Customer shall not directly or indirectly assign the Customer's rights and obligations hereunder except with the prior written consent of Allstream. Allstream may assign all or part of its rights and obligations hereunder without the consent of the Customer. These terms and conditions shall be binding upon, and shall enure to the benefit of, the parties and their respective successors and permitted assigns. These terms and conditions shall be governed by, and interpreted in accordance with, the laws of Manitoba and the laws of Canada applicable therein. Allstream shall not be responsible for the performance of, or deemed to be in default of, any obligation or provision of these Terms and Conditions where delayed or hindered by labour disruptions, casualties, civil disturbances, acts of civil or military authorities, accidents, fires, acts of God, natural disasters or other catastrophes or events beyond Allstream's control. Any provision of these Terms and Conditions that is unenforceable at law will be ineffective to the extent of such unenforceability without invalidating the remaining provisions of these Terms and Conditions . No failure by Allstream to exercise any right under these Terms and Conditions or to insist upon full compliance by the Customer with its obligations under these Terms and Conditions will constitute a waiver of any provision of these Terms and Conditions. Subject to section 11 above, these Terms and Conditions cancel, replace and supercede as of the Effective Date all existing agreements and understandings, written or oral, between the parties relating to the Services. The headings and sub-headings given to portions of these Terms and Conditions are intended for reference only and shall not affect the construction or interpretation of these Terms and Conditions. If there is a conflict between the terms and conditions set forth in these Terms and Conditions, and Schedule A, the provisions of these Terms and Conditions shall prevail as between Allstream and the Customer, and the provisions of Schedule A shall prevail as between the Customer and CIRA. Schedule B and Schedule C are stand alone agreements between the Customer and Tucows and shall prevail as between the Customer and Tucows with respect to the subject matter therein.

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21. GLOSSARY

The following is a glossary of terms used in these Terms and Conditions:

"Application" means the Application for Domain Name Registration and Management Services submitted by the Customer to Allstream.

"CIRA" means the Canadian Internet Registry Authority or any successor thereto.

".ca Registry" means the .ca internet domain name registration system.

"Customer" means the person who submitted the Application to Allstream and who is ultimately responsible for all activities with respect to use of the Services.

"Personal Information" means information about an identifiable individual including, but not limited to, name, physical address, email address, birth date, gender and such other similar information as may be appropriate or required by specific circumstances.  It does not include the name, title, business address or telephone number of an employee of an organization.

"Registrar Agreement" means the agreement between Allstream and CIRA pursuant to which Allstream is authorized to provide domain name registration services in respect of .ca domains.

“Schedule B Agreement” means the Agreement between the Customer and Tucows Inc. set out in Schedule B.

“Schedule C Agreement” means the Agreement between the Customer and Tucows Inc. set out in Schedule C.

“Schedule D Agreement” means either the True Business ID Subscriber Agreement or the True Site Subscriber Agreement between the Customer and Geo Trust Inc. set out in Schedule D (as applicable in relation to the SSL Certificate subscribed for).

"Services" means the domain name registration and management services provided by Allstream to the Customer pursuant to the Application and these Terms and Conditions.

"Service Provider Agreement" means the agreement between Allstream and Tucows pursuant to which Allstream is authorized to provide domain name registration services in respect of .com, .net and .org domains.

“SSL Agreement" means the agreement between Allstream and Tucows pursuant to which Allstream is authorized to obtain SSL Certificates on behalf of its Customers.

"Terms and Conditions" means these Terms and Conditions and the attached Schedule A as it may be amended from time to time by Allstream. Use of this term in these Terms and Conditions does not include the Schedule B Agreement or the Schedule C Agreement except where specifically noted.

"Tucows" means Tucows, Inc. or any successor thereto, the company that provides Internet domain name registration services for second level domain names within the .com, .net and .org top level domains.

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Schedule A to Domain Name Registration and Management Agreement

The provisions of Schedule A applies to .ca registrations and related Services provided pursuant to the Domain Name Registration and Management Agreement to which this Schedule A is attached. .

(1) CIRA may, at its option, extend any period for the registration of a domain name at no charge to Allstream or the Customer for such further period of time as CIRA may determine, in its sole discretion.

(2) CIRA shall not be liable to the Customer for any loss, damage or expense arising out of CIRA's failure or refusal to register a domain name, CIRA's failure or refusal to renew a domain name registration, CIRA's registration of a domain name, CIRA's failure or refusal to renew a domain name registration, CIRA's renewal of a domain name registration, CIRA's failure or refusal to transfer a domain name registration, CIRA's transfer of a domain name registration, CIRA's failure or refusal to maintain or modify a domain name registration, CIRA's maintenance of a domain name registration, CIRA's modification of a domain name registration, CIRA's failure to cancel a domain name registration or CIRA's cancellation of a domain name registration from the .ca Registry.

(3) In no event shall the Customer pursue any Claim against CIRA, and in no event shall CIRA be liable for any direct, indirect, special, punitive, exemplary or consequential damages including but not limited to damages resulting from loss of use, lost profits, lost business revenue or third party damages or arising from any breach by CIRA of its obligations under any agreement between Allstream and the Customer or the Registrar Agreement between CIRA and Allstream.

(4) Registration of the Customer's selected domain name in its first application to CIRA shall not be effective until the Customer has entered into and agreed to be bound by CIRA's Registrant Agreement and this Agreement.

(5) Allstream shall immediately give notice to the Customer in the event that Allstream is no longer a CIRA certified registrar, has had its certification as a CIRA certified registrar suspended or terminated or Allstream's Agreement between CIRA and Allstream is terminated or expires. CIRA may post notice of such suspension, termination or expiry on its website and may, if CIRA deems appropriate, give notice to the Customer thereof.

(6) In the event that Allstream is no longer a CIRA certified registrar, has had its certification as a CIRA certified registrar suspended or terminated or in the event the Registrar Agreement between CIRA and Allstream is terminated or expires, the Customer shall be responsible for changing its registrar of record to a new CIRA certified registrar within 30 days of the earlier of notice thereof being given to the Customer by (i) Allstream or (ii) CIRA in accordance with CIRA's then current registration rules; provided, however, that if any of the Customer's domain name registration(s) are scheduled to expire within 30 days of the giving of such notice, then the Customer shall have 30 days from the anniversary date of the registration(s) to register with a new CIRA certified registrar and to renew such domain name registration(s) in accordance with CIRA's then current registration rules.

(7) Should there be insufficient funds prepaid by Allstream in the CIRA Deposit Account to be applied in payment of any Fees, CIRA may in its sole discretion stop accepting applications for domain name registrations from Allstream, stop effecting registrations of domain names and transfers, renewals, modifications and cancellations of domain name registrations requested by Allstream and stop performing other billable transactions requested by Allstream not paid in full and CIRA may terminate the Registrar Agreement between CIRA and Allstream.

(8) The Customer shall not, directly or indirectly, through registration or use of its domain name or otherwise:

• violate or contribute to the violation of the intellectual property rights or other rights of any other Person;
  
• defame or contribute to the defamation of any other Person; or
  
• unlawfully discriminate or contribute to the unlawful discrimination of any other Person.

(9) CIRA shall not be responsible for the use of any domain name in the .ca Registry and that CIRA shall not be responsible in any way whatsoever for any conflict or dispute with or any actual or threatened Claim against a CIRA certified registrar or a Customer, including one relating to a registered or unregistered trade-mark, a corporate, business or other trade-name, rights relating to a name or other identifying indicium of an individual or any other intellectual property rights of a third party or relating to the defamation of or unlawful discrimination with respect to any other Person.

(10) CIRA shall have the right, at any time and from time to time, acting reasonably, to amend the Registrar Agreement between CIRA and Allstream, including without limitation, the Certification and Re-certification Requirements, the Registration Rules, the Fees and the other rules and procedures and to adopt new rules and procedures not yet in effect. Any such amendment will be binding and effective on Allstream 30 days after CIRA gives notice of such amendment by email to Allstream. Allstream and the Customer agree to promptly amend this agreement between Allstream and the Customer to reflect any amendments to Section 4.2 of the Registrar Agreement between CIRA and Allstream.

(11) Registration of a domain name does not create any proprietary right for any Customer, Allstream or any other Person in the name used as a domain name or the domain name registration and that the entry of a domain name in the .ca Registry or in the “WHOIS” look up system of the .ca Registry shall not be construed as evidence or ownership of the domain name registered as a domain name. The Customer shall not in any way transfer or purport to transfer a proprietary right in any domain name registration, or grant or purport to grant as security or in any other manner encumber or purport to encumber a domain name registration.

Defined terms herein shall have the same meaning ascribed to such terms in the Domain Name Registration and Management Agreement.

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Schedule B to Domain Name Registration and Management Agreement

The following gTLD Registration Agreement applies to .com, .net or .org registrations and related Services provided pursuant to the Domain Name Registration and Management Agreement to which this Schedule B is attached.

gTLD Registration Agreement

• 1. AGREEMENT
• 2. SELECTION OF A DOMAIN NAME
• 3. FEES
• 4. TERM
• 5. MODIFICATIONS TO AGREEMENT
• 6. MODIFICATIONS TO YOUR ACCOUNT
• 7. DOMAIN NAME DISPUTE POLICY
• 8. DOMAIN NAME DISPUTES
• 9. ICANN POLICY
• 10. AGENCY
• 11. ANNOUNCEMENTS
• 12. LIMITATION OF LIABILITY
• 13. INDEMNITY
• 14. TRANSFER OF OWNERSHIP
• 15. BREACH
• 16. NO GUARANTY
• 17. DISCLAIMER OF WARRANTIES
• 18. INFORMATION
• 19. DISCLOSURE AND USE OF REGISTRATION INFORMATION
• 20. REVOCATION
• 21. RIGHT OF REFUSAL
• 22. SEVERABILITY
• 23. NON_AGENCY
• 24. NON_WAIVER
• 25. NOTICES
• 26. ENTIRETY
• 27. GOVERNING LAW
• 28. INFANCY
• 29. ACCEPTANCE OF 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 MTS Allstream Inc.., the Registration Service Provider ("RSP"). This Agreement explains our obligations to you, and explains your obligations to us for various Services.

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2. SELECTION OF A DOMAIN NAME

You represent that, to the best of the your knowledge and belief, neither the registration of the Second Level Domain (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.

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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.

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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.

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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 email 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 email 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.

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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.

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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.opensrs.org/legal/udrp.shtml . Please take the time to familiarize yourself with this policy.

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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.

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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.

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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).

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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, email address, and voice and fax (if available) telephone numbers of the administrative contact for the domain name.
iv) The name, postal address, email 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.

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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.

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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.

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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.

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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.

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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.

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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.

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25. NOTICES

Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via email or via regular mail. In the case of email, 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 email notification to us or to the RSP to lhutz@Tucows.com or MTSInternetServices@mts.ca or, in the case of notice to you, at the email address provided by you in your WHOIS record. Any email 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 - MTSInternetServices@mts.ca and in the case of notification to you shall be to the address specified in the "Administrative Contact" in your WHOIS record.

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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.

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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.

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28. INFANCY

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

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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.

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Schedule C to Domain Name Registration and Management Agreement

The following Web Certificate Registration Code Agreement applies to Secure Socket Layer Certificates and related services provided pursuant to the Domain Name Registration and Management Agreement to which this Schedule C is attached.

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 MTS Allstream Inc.. ("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 email 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 email 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, email address, and voice and fax (if available) telephone numbers of the administrative contact,

(vii) The name, postal address, email address, and voice and fax (if available) telephone numbers of the billing contact,

(viii) The name, postal address, email 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 email or via postal service. In the case of email, 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 email, notifications must be sent to us at owholmes@tucows.com, or in the case of notification to you, to the email address provided by you in the email address identified by you in the purchase process. Any email 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 email 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

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Schedule D to Domain Name Registration and Management Agreement

TRUE BUSINESSID AND TRUE SITE SUBSCRIBER AGREEMENTS

These Subscriber Agreements apply to Subscribers to GeoTrust's True BusinessID SSL server certificates (including certificates distributed through GeoTrust's Enterprise SSL service) and True Site. Please read them carefully to determine which of these Subscriber Agreements apply to each GeoTrust product. By submitting an application to obtain a True BusinessID Certificate and accepting and using such certificate and/or submitting an enrollment form for True Site and accepting and using the services, you indicate the acceptance of the following terms and conditions and you agree to be bound by them.

TRUE BUSINESSID SUBSCRIBER AGREEMENT

This GeoTrust True BusinessID(tm) SSL Server Certificate Subscriber Agreement (this "Agreement") is made by and between GeoTrust Inc. ("GeoTrust") and you, a certificate applicant, and governs your application for, issuance and use of a GeoTrust True BusinessID SSL server certificate. By accepting this Agreement, Internet service providers, hosting companies, or others ("Hosting Companies"), represent that they have express authority from certificate applicants to apply for, and accept the digital certificate on the certificate applicant's behalf, and that both the certificate applicant and the Hosting Company (collectively referred to as the "Subscriber") have agreed to be bound by all the terms of this Agreement.

Subscriber hereby represents that it is fully authorized to apply for a GeoTrust True BusinessID SSL digital server certificate for secure and authenticated electronic transactions. The Subscriber understands that a digital certificate serves to identify the Subscriber for the purposes of electronic commerce, and that the management of the private keys associated with such certificates is the responsibility of the Subscriber and/or its contractors.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants set forth herein, and for other good and valuable mutual consideration, the receipt and sufficiency of which are hereby mutually acknowledged, GeoTrust and Subscriber agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, all capitalized terms used in this Agreement shall have the meaning ascribed to them in this Section 1 and elsewhere in this Agreement.

"Certificate" means a record that, at a minimum (a) identifies the Certification Authority issuing it, (b) names or otherwise identifies its Subscriber; (c) contains a Public Key that corresponds to a Private Key under the control of the Subscriber, (d) identifies its operational period, and (e) contains a Certificate serial number and is Digitally Signed by the issuing Certification Authority.

"Certificate Administrator" means an individual designated by the Subscriber to submit Subscriber domain names for vetting by GeoTrust and to approve the issuance of Certificates for the vetted domain names on behalf of Subscriber as part of GeoTrust's Enterprise SSL(tm) service.

"Certification Authority" means an entity which issues Certificates and performs all of the functions associated with issuing such Certificates.

“Delegated Certificate Provider” means an entity, which provisions Certificates provided by the Certification Authority. This entity will collect payment from the Subscriber and remit the order to the Certification Authority.

"Digital Signature" means a transformation of a message using an asymmetric cryptosystem such that a person having the initial message and the signer's Public Key can accurately determine whether the transformation was created using the Private Key that corresponds to the signer's Public Key and whether the message has been altered since the transformation was made.

"Digitally Signed" means the application of a Digital Signature to electronic data.

"Key Pair" means two mathematically related keys, having the following properties: (a) one key can be used to encrypt a message that can only be decrypted using the other key, and (b) even knowing one key, it is computationally infeasible to discover the other key.

"Public Key" means the key of a Key Pair used to verify a Digital Signature. The Public Key is made freely available to anyone who will receive digitally signed messages from the holder of the Key Pair. The Public Key is usually provided via a Certificate issued by a Certification Authority. A Public Key is used to verify the digital signature of a message purportedly sent by the holder of the corresponding Private Key.

"Private Key" means the key of a Key Pair used to create a Digital Signature. This key must be kept private.

"Subscriber" means a person or entity who (a) is the subject named or identified in a Certificate issued to such person or entity, (b) holds a Private Key that corresponds to a Public Key listed in that Certificate, and (c) the person or entity to whom Digitally Signed messages verified by reference to such Certificate are to be attributed.

"Trustworthy System" means computer hardware, software, and procedures that (a) are reasonably secure from intrusion and misuse, (b) provide a reasonable level of availability, reliability, and correct operation, (c) are reasonably suited to performing their intended functions, and (d) adhere to generally accepted security procedures.

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2. SUBSCRIBER OBLIGATIONS

In addition to complying with the terms of the True BusinessID Certification Practice Statement ("CPS") which are incorporated by reference into this Agreement, Subscriber shall comply with each of the following obligations: (a) provide information on the Certificate application that is correct and accurate, (b) generate a Key Pair using a Trustworthy System; (c) use the Certificate exclusively for authorized and legal Public and Private Key operations consistent with this Agreement; (d) protect the confidentiality of the Private Key from unauthorized use, access or disclosure; (e) use the Certificate only in conjunction with properly licensed cryptographic software, (f) promptly request that GeoTrust revoke the Certificate upon any change to the information on the Certificate or the Certificate application, including, but not limited to the change of the organization name or domain name registration of Subscriber, (g) promptly request that GeoTrust revoke the Certificate upon any actual or suspected loss, disclosure, or other compromise of the Private Key, and (h) install the Certificate on no more than one server at a time (unless Subscriber has opted to purchase additional licenses through order forms or enrollment pages). Any failure of Subscriber to comply with each of the obligations under this Section 2 shall be a material breach of the Agreement. Subscriber acknowledges the inherent possibility of the compromise of Subscriber's and/or another Subscriber's Private Key, which may or may not be detected, and the possible use of a stolen or compromised Private Key to forge Subscriber's or another Subscriber's Digital Signature. If you have enrolled for the Enterprise SSL service, you agree to appoint a Certificate Administrator with authority to submit Subscriber domain names for vetting by GeoTrust and to approve the issuance and revocation of Certificates for your authenticated domain names in accordance with the applicable CPS. You may change your designated Certificate Administrator by providing written notice to GeoTrust. GeoTrust will provide the Certificate Administrator with a unique member ID or URL and with a user name and password (or client certificate) for the purpose of ordering and approving issuance of Certificates. The Certificate Administrator may share the unique member ID or URL with others within your company to permit them to submit orders for the Certificates, but will not share the user name and password (or client certificate) necessary for approval of issuance and revocation of Certificates. All communications concerning the approval and revocation of Certificates to be issued to your company will be made by and through the designated Certificate Administrator. The Certificate Administrator will be responsible for verifying all the information in all Certificate orders submitted to GeoTrust on behalf of your company, and GeoTrust shall have no responsibility for verifying the accuracy or legitimacy of these orders. The Certificate Administrator must notify GeoTrust immediately in the event he or she becomes aware of a Certificate that should be revoked for any reason.

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3. GEO TRUST SERVICES

Under this Agreement, GeoTrust is a Certification Authority. GeoTrust shall only issue a Certificate upon authenticating and validating the application and enrollment information of Subscriber according to the CPS, as may be amended from time to time by GeoTrust. The CPS is available for viewing at: http://www.geotrust.com/resources. GeoTrust, in its sole discretion, may refuse to issue a Certificate to any Subscriber. GeoTrust shall, consistent with this Agreement and CPS, and to the extent necessary or applicable, (a) receive and process the Certificate application, (b) send an acknowledgment to Subscriber of either the approval or rejection of the Certificate application, (c) if the Certificate application is approved, issue a Certificate, (d) publish the Certificate, (e) process all requests for Certificate revocation upon the receipt of an authenticated request from Subscriber, and (f) perform its other duties under the CPS. GeoTrust shall have the right to revoke a Certificate upon (a) any change to the information on the Certificate or the Certificate application, including, but not limited to the change of the organization name or domain name registration of Subscriber or (b) any actual or suspected loss, disclosure, or other compromise of Subscriber's Private Key. Upon request, GeoTrust shall use reasonable efforts to provide to all requesting parties, including entities or persons using or relying on a Certificate, information concerning the status of such Certificate.

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4. FEES

Subscriber shall pay to the Delegated Certificate Provider the applicable fees associated with the issuance of the Certificate upon the application therefor.

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5. CONFIDENTIALITY

GeoTrust and Subscriber agree the information related to the Certificate or the use thereof may be confidential and proprietary information of the disclosing party (collectively "Confidential Information") and agree to use such Confidential Information only in connection with its obligations hereunder or as permitted in the CPS. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for two (2) years following termination of this Agreement with respect to Confidential Information that does not rise to the level of a trade secret. Notwithstanding the above, Subscriber hereby acknowledges and agrees that GeoTrust (a) may publish or otherwise disclose the serial number and other information contained on the Certificate in connection with GeoTrust's dissemination of Certificate status information; and (b) may collect information regarding the use of Certificates and disclose such information in its aggregated form.

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6. TERM AND TERMINATION

6.1. Termination. The term of this Agreement shall begin on the date the Certificate application is submitted to GeoTrust and shall terminate immediately upon the earlier of (a) the end of the Certificate's stated validity period, (b) the revocation of the Certificate, (c) the rejection of the Certificate application, (d) thirty (30) days after receipt of notice by Subscriber from GeoTrust regarding a breach by Subscriber of its obligations under this Agreement which remains uncured for such period of time, or (e) receipt of notice by GeoTrust from Subscriber of its intent to terminate this Agreement.

6.2. Effect of Termination. Upon the termination of this Agreement for any reason, GeoTrust shall revoke the Certificate. Upon the revocation of the Certificate for any reason, Subscriber shall have no right in and shall not use the Certificate in any manner. Notwithstanding the foregoing, any use of the Certificate prior to the revocation of the Certificate or termination of this Agreement shall not be affected thereby.

6.3. No Damages or Indemnification for Termination. Neither party shall be liable to the other party for any costs or damages of any kind, including direct, indirect, incidental special, multiple, punitive, exemplary or consequential damages, or for indemnification of the party, solely on account of the lawful termination of this Agreement, even if informed of the possibility of such damages.

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7. DISCLAIMER OF WARRANTIES

GEOTRUST AND THE DELEGATED CERTIFICATE PROVIDER EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, WITH RESPECT TO THE SERVICES PROVIDED OR THE CERTIFICATE ISSUED HEREUNDER, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SERVICES OR CERTIFICATE, AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE OR COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. GEOTRUST AND THE DELEGATED CERTIFICATE PROVIDER FURTHER DISCLAIM AND MAKE NO REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, TO SUBSCRIBER OR ANY THIRD PARTY THAT (A) ANY SUBSCRIBER TO WHICH IT HAS ISSUED A CERTIFICATE IS IN THE FACT THE PERSON, ENTITY OR ORGANIZATION IT CLAIMS TO BE IN THE INFORMATION SUPPLIED TO GEOTRUST, (B) A SUBSCRIBER IS IN FACT THE PERSON, ENTITY OR ORGANIZATION LISTED IN A CERTIFICATE, OR (C) THAT THE INFORMATION CONTAINED IN THE CERTIFICATES OR IN ANY CERTIFICATE STATUS MECHANISM COMPILED, PUBLISHED OR OTHERWISE DISSEMINATED BY GEOTRUST, OR THE RESULTS OF ANY CRYPTOGRAPHIC METHOD IMPLEMENTED IN CONNECTION WITH THE CERTIFICATES IS ACCURATE, AUTHENTIC, COMPLETE OR RELIABLE.

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8. DISCLAIMER OF DAMAGES AND LIMITATIONS OF LIABILITY

In no event shall GeoTrust or Delegated Certificate Provider be liable for any default or delay in the performance of its obligations hereunder to the extent and while such default or delay is caused, directly or indirectly, by electronic or communications failures fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States, strikes, lockouts, or labor difficulties or any other similar cause beyond the reasonable control of GeoTrust. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF GEOTRUST OR DELEGATED CERTIFICATE PROVIDER TO SUBSCRIBER OR ANY THIRD PARTY FOR ALL CLAIMS RELATED TO THE USE OF OR RELIANCE ON A CERTIFICATE OR FOR THE SERVICES PROVIDED HEREUNDER INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO GEOTRUST OR DELEGATED CERTIFICATE PROVIDER UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL GEOTRUST OR DELEGATED CERTIFICATE PROVIDER BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO SUBSCRIBER BUT SHALL BE GIVEN EFFECT TO THE FULL EXTENT PERMITTED BY LAW.

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9. INDEMNIFICATION

The Subscriber hereby agrees to indemnify and hold GeoTrust and Delegated Certificate Provider and their officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys' fees) arising out of or related to Subscriber's use of the Certificate.

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10. NOTICES

Any notices between the parties shall be in physical or electronic writing. The parties shall send all notices by email or first class mail, postage prepaid. Notices shall be effective upon receipt. GeoTrust shall send notices to Subscriber at the email and/or physical address provided in the Certificate application. Subscriber shall send notices in writing to the following address: GeoTrust True BusinessID Notices, 40 Washington Street, Suite 20, Wellesley Hills, MA 02481 USA.

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11. NO OTHER RIGHTS

By virtue of this Agreement, Subscriber does not acquire any right, title or interest of any kind in or to any trademark, trade name, service mark, logo, patent, copyright, or other proprietary right of GeoTrust.

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12. MISCELLANEOUS

Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by arbitration in Boston, Massachusetts, before and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award rendered in that arbitration will be binding on the parties hereto, and judgment upon the award can be entered by any court having jurisdiction thereof. This Agreement shall be governed and interpreted according to the internal laws of the Commonwealth of Massachusetts, excluding choice of law provisions. For all disputes arising out of or related to this Agreement not covered by the Arbitration provision above, the parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts, United States of America. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement is sought. Notwithstanding termination of this Agreement, the following paragraphs shall survive, along with all definitions required thereby: Paragraphs 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, and 12. This Agreement shall not be assigned by Subscriber without prior written consent of GeoTrust, and any attempt to assign any rights, duties, or obligations, which arise under this Agreement without such consent will be void. If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby. GeoTrust is not an agent, fiduciary, trustee, or other representative of Subscriber and the relationship between GeoTrust and Subscriber is not that of an agent and a principal. Subscriber does not have any authority to bind GeoTrust by contract or otherwise, to any obligation. This Agreement constitutes the complete and exclusive statement of the agreement between the Subscriber and GeoTrust with respect to the application for, acceptance of, and use of a certificate and supersedes any proposal or prior agreement, oral or written, and any other communications relating to this Agreement.

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TRUE SITE SUBSCRIBER AGREEMENT

This GeoTrust True Site(tm) Subscriber Agreement (this "Agreement") is made by and between GeoTrust Inc. ("GeoTrust") and you, an applicant, and governs your application for and use of GeoTrust's True Site Service. By accepting this Agreement, Internet service providers, hosting companies, or others ("Hosting Companies"), represent that they have express authority from certificate applicants to apply for, and accept the True Site services on the applicant's behalf, and that both the applicant and the Hosting Company ("collectively referred to as the "Subscriber") have agreed to be bound by all the terms of this Agreement.

Subscriber hereby represents that it is fully authorized to apply for GeoTrust's True Site Service (the "Service) for its Web site.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants set forth herein, and for other good and valuable mutual consideration, the receipt and sufficiency of which are hereby mutually acknowledged, GeoTrust and Subscriber agree as follows:

1. Subscriber's responsibilities under this Agreement:

(a) Subscriber agrees to pay all charges for the Service found in the agreement(s) or order form(s) between Subscriber and the Delegated Certificate Provider.

(b) Subscriber agrees to all additional charges for services requested by Subscriber that may occur during the course of business above and beyond the original agreement(s) or order form(s) between Subscriber and GeoTrust or the Delegated Certificate Provider.

(c) Subscriber agrees to adhere to the acceptable use policies set forth at http://www.geotrust.com and the Authentication Practice Statement ("APS") which is incorporated by reference into this Agreement. The APS is available for viewing at http://www.geotrust.com.

(d) Subscriber agrees not to use the Service in methods that violate local, state or Federal laws within the United States of America.

(e) Subscriber agrees to the Governing Law and Dispute Resolution Procedures agreement set forth in this Agreement.

(f) Subscriber agrees to the Limitation of Liability, Disclaimer of Warranties, and Indemnification provisions set forth in this Agreement.

(g) Subscriber agrees to be bound by the laws of the Commonwealth of Massachusetts in all legal proceedings applicable to this Agreement. (h) Subscriber agrees to any and all other information, amendments, clauses, and terms found in this Agreement.

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2. Responsibilities of GeoTrust under this Agreement:

(a) GeoTrust will provide the Service in accordance with this Agreement.

(b) GeoTrust will provide Subscriber with software for use with the Service ("Software").

(c) GeoTrust will provide technical support services by means of questions and answers and other information posted under 'Products and Services' at http://www.geotrust.com

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3. Description of the Service:

The Service provides a dynamic icon on a page or pages of Subscriber's web site that are intended to confirm the identity of a page by comparing the URL of the page with the URL registered with GeoTrust at enrollment. The Service also intends to provide validated business card information about Subscriber. While the Service is intended to help provide information to viewers of Subscriber's web site that will help the viewers detect and avoid spoofing, hijacking, hacking, and similar misuse of Subscriber's web site pages, Subscriber acknowledges that True Site cannot prevent spoofing, hijacking, hacking, and similar misuse of its web site pages and that viewers may be misled under certain circumstances to believe that certain false pages or images are genuine pages from Subscriber's Web site.

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4. Enrollment for the Service.

In order to obtain the Service, Subscriber agrees to complete GeoTrust's enrollment form, including Subscriber contact information, domain name, server certificate information (if any), and URLs for each page of the owner's web site to be served by the Service. Subscriber warrants (1) the information it provides will be complete and accurate, (2) Subscriber has authority to provide the information and is not violating any privacy or confidentiality rules, regulations, or agreements, and (3) that GeoTrust has permission to use this information in order to provide the Service.

During enrollment, GeoTrust will authenticate the web site owner's identity and rights to the web site through a check against certain public records and other information sources according to the provisions of GeoTrust's then-current APS as set forth at http://www.geotrust.com which may be amended from time to time by GeoTrust. If Subscriber has also subscribed to a GeoTrust True BusinessID SSL server certificate or equivalent certificate, GeoTrust may rely on the authentication steps followed for issuance of the certificate as sufficient authentication for purposes of providing the True Site service to Subscriber. Subscriber agrees GeoTrust may refuse to provide the service if it is not satisfied as to the web site owner's identity and rights to the web site and may inform Subscriber (including Hosting Company, as applicable) of the reasons why. Subscriber agrees (1) GeoTrust shall not be liable for any errors in this identity authentication process, and (2) that all parties who view the Service as provided at the web site pursuant to this agreement ("Relying Parties") will be bound by the terms of the then-current True Site Relying Party Agreement as set forth at http://www.geotrust.com.

Use of the Service requires that Subscriber provide GeoTrust with an update from time to time of the URLs for the owner's web site pages, and Subscriber agrees to do so during the term of this Agreement via supplements to its enrollment form.

Secure Subscriber communications with GeoTrust will be via user name and password or client certificate. Subscriber agrees to keep its password secret and/or its client certificate secure, and GeoTrust will not be liable in the event of any compromise or loss of secrecy of Subscriber's password or client certificate.

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5. Business or Commercial Use.

Subscriber warrants that its web site is established solely for business or commercial use only, and not for any personal or consumer use.

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6. Term and Termination:

The term of this Agreement shall begin on the date the enrollment application is submitted to and accepted by GeoTrust and shall terminate upon the earlier of (a) end of the one year enrollment period (b) thirty (30) days after receipt of notice by Subscriber from GeoTrust regarding a breach by Subscriber of its obligations under this Agreement which remains uncured for such period of time, or (c) receipt of notice by GeoTrust from Subscriber of its intent to terminate this Agreement. Subscriber may cancel the Service according to the terms of the agreement(s) or order form(s) agreed to by Subscri