EXHIBIT A
Registration Agreement
In order that a party may hold a valid .ca domain name registration,
Nanpower International requires that all registrants adhere to certain
terms and conditions. As an organization or individual applying to register,
transfer or renew a .ca domain name via the agency of ___________________
and/or Nanpower International you accordingly agree as follows:
1. AGREEMENT. In this Registration Agreement ("Agreement"),
"we", us" and "our" refer to Nanpower International
and services refers to the domain name registration, transfer or renewal
services provided by us as offered through __________________, the
Registration Service Provider (Reseller). CIRA shall refer to the
entity granted the exclusive right to administer the registry for
.ca domain name registrations.
2. SELECTION OF A DOMAIN NAME. You
represent that, to the best of the your knowledge and belief, neither
the registration of the domain name nor the manner in which it is
directly or indirectly used infringes the legal rights of a third
party and that the domain name is not being registered for any unlawful
purpose.
3. FEES. As consideration for the
Services you have selected, you agree to pay to us, or your respective
Reseller who remits payment to us on your behalf, the applicable fees.
All fees payable hereunder are non-refundable. As further consideration
for the Services, you agree to: (1) provide certain current, complete
and accurate information about you as required by the registration
process and (2) maintain and update this information as needed to
keep it current, complete and accurate. All such information shall
be referred to as account information ("Account Information").
You, by completing and submitting this Agreement represent that the
statements in your application are true.
4. TERM. You agree that this Agreement
will remain in full force during the term of your domain name registration
as selected, recorded, and paid for upon registration of the domain
name. Should you choose to renew the term of your domain name registration,
then the term of this Agreement will be extended accordingly. Should
you transfer your domain name or should the domain name otherwise
be transferred to another Registrar, the terms and conditions of this
contract shall cease and shall be replaced by the contractual terms
in force between domain name registrants and the new Registrar.
5. MODIFICATIONS TO AGREEMENT. You
agree, during the period of this Agreement, that we may: (1) revise
the terms and conditions of this Agreement; and (2) change the services
provided under this Agreement. Any such revision or change will be
binding and effective immediately on posting of the revised Agreement
or change to the service(s) on our web site, or on notification to
you by e-mail or regular mail as per the Notices section of this agreement.
You agree to review our web site, including the Agreement, periodically
to be aware of any such revisions. If you do not agree with any revision
to the Agreement, you may terminate this Agreement at any time by
providing us with notice by e-mail or regular mail as per the Notices
section of this agreement. Notice of your termination will be effective
on receipt and processing by us. You agree that, by continuing to
use the Services following notice of any revision to this Agreement
or change in service(s), you shall abide by any such revisions or
changes. You further agree to abide by the CIRA dispute resolution
policy (Dispute Policy as amended from time to time. You agree that,
by maintaining the reservation or registration of your domain name
after modifications to the Dispute Policy become effective, you have
agreed to these modifications. You acknowledge that if you do not
agree to any such modifications, you may request that your domain
name be deleted from the domain name database.
6. MODIFICATIONS TO YOUR ACCOUNT.
In order to change any of your account information with us, you must
use your account identifier and password that you selected when you
opened your account with us. Please safeguard your account identifier
and password from any unauthorized use. In no event will we be liable
for the unauthorized use or misuse of your account identifier or password.
7. DOMAIN NAME DISPUTE POLICY. If
you reserved or registered a domain name through us, or transferred
a domain name to us from another registrar, you agree to be bound
by the Dispute Policy which is incorporated herein and made a part
of this Agreement by reference. The current version of the Dispute
Policy may be found at the CIRA website. Please take the time to familiarize
yourself with this policy.
8. DOMAIN NAME DISPUTES. You agree
that, if the registration or reservation of your domain name is challenged
by a third party, you will be subject to the provisions specified
in the Dispute Policy in effect at the time of the dispute. You agree
that in the event a domain name dispute arises with any third party,
you will indemnify and hold us harmless pursuant to the terms and
conditions contained in the Dispute Policy.
9. CIRA POLICY. You agree that your
registration of the domain name shall be subject to suspension, cancellation,
or transfer pursuant to any CIRA-adopted policy, or pursuant to any
registrar or registry procedure not inconsistent with an CIRA-adopted
policy, (1) to correct mistakes by a registrar or the registry in
registering the name or (2) for the resolution of disputes concerning
the domain name.
10. AGENCY. Should you intend to
license use of a domain name to a third party you shall nonetheless
be the domain name registrant of record and are therefore responsible
for providing your own full contact information and for providing
and updating accurate technical and administrative contact information
adequate to facilitate timely resolution of any problems that arise
in connection with the domain name. You shall accept liability for
harm caused by wrongful use of the domain name. You also represent
that you have provided notice of the terms and conditions in this
Agreement to the third party and that the third party agrees to the
terms of Disclosure and Use of Registration Information (sections
18 and 19 of this Agreement).
11. ANNOUNCEMENTS. We and the Reseller
reserve the right to distribute information to you that is pertinent
to the quality or operation of our services and those of our service
partners. These announcements will be predominately informative in
nature and may include notices describing changes, upgrades, new products
or other information to add security or to enhance your identity on
the Internet.
12. LIMITATION OF LIABILITY. You
agree that our entire liability, and your exclusive remedy, with respect
to any Services(s) provided under this Agreement and any breach of
this Agreement is solely limited to the amount you paid for such Service(s).
We and our contractors shall not be liable for any direct, indirect,
incidental, special or consequential damages resulting from the use
or inability to use any of the Services or for the cost of procurement
of substitute services. Because some 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 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.
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 attorney's fees, from claims by third parties,
including but not limited to the Reseller and CIRA 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 CIRA 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. This indemnification obligation
will survive the termination or expiration of this Agreement.
14. TRANSFER OF OWNERSHIP. Any transfer
of ownership in and to a domain name registration shall be affected
in accordance with CIRA policies and procedures.
15. BREACH. You agree that failure
to abide by any provision of this Agreement, any operating rule or
policy or the Dispute Policy, may be considered by us to be a material
breach and that we may provide a written notice, describing the breach,
to you. If within thirty (30) calendar days of the date of such notice,
you fail to provide evidence, which is reasonably satisfactory to
us, that you have not breached your obligations under the Agreement,
then we may delete the registration or reservation of your domain
name. Any such breach by you shall not be deemed to be excused simply
because we did not act earlier in response to that, or any other,
breach by you.
16. NO GUARANTY. You agree that,
by registration or reservation of your chosen domain name, such registration
or reservation does not confer immunity from objection to either the
registration, reservation, or use of the domain name.
17. DISCLAIMER OF WARRANTIES. You
agree that your use of our Services is solely at your own risk. You
agree that such Service(s) is provided on an "as is," "as
available" basis. We expressly disclaim all warranties of any
kind, whether express or implied, including but not limited to the
implied warranties of merchantability, fitness for a particular purpose
and non-infringement. We make no warranty that the Services will meet
your requirements, or that the Service(s) will be uninterrupted, timely,
secure, or error free; nor do we make any warranty as to the results
that may be obtained from the use of the Service(s) or as to the accuracy
or reliability of any information obtained through the Service or
that defects in the Service will be corrected. You understand and
agree that any material and/or data downloaded or otherwise obtained
through the use of Service is done at your own discretion and risk
and that you will be solely responsible for any damage to your computer
system or loss of data that results from the download of such material
and/or data. We make no warranty regarding any goods or services purchased
or obtained through the Service or any transactions entered into through
the Service. No advice or information, whether oral or written, obtained
by you from us or through the Service shall create any warranty not
expressly made herein.
18. INFORMATION. As part of the
registration process, you are required to provide us certain information
and to update us promptly as such information changes such that our
records are current, complete and accurate. You are obliged to provide
us the following information:
i. Your name and postal address (or, if different, that of the domain
name holder);
ii. The domain name being registered;
iii. The name, postal address, e-mail address, and voice and fax (if
available) telephone numbers of the administrative contact for the
domain name;
iv. The name, postal address, e-mail address, and voice and fax (if
available) telephone numbers of the billing contact for the domain
name.
v. The Internet Protocol number of the primary name server and secondary
name server(s) for each domain name registration and the corresponding
names of those name servers.
Any voluntary information we request is collected such that we can
continue to improve the products and services offered to you through
your Reseller.
19. DISCLOSURE AND USE OF REGISTRATION INFORMATION.
You agree and acknowledge that we will make domain name registration
information you provide available to CIRA, to the registry administrators,
and to other third parties as CIRA 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 CIRA 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 Reseller. We will not process data about any identified
or identifiable natural person that we obtain from you in a way incompatible
with the purposes and other limitations which we describe in this
Agreement. We will take reasonable precautions to protect the information
we obtain from you from our loss, misuse, unauthorized accessor disclosure,
alteration or destruction of that information
20. REVOCATION. Your wilful provision
of inaccurate or unreliable information, your wilful failure promptly
to update information provided to us, or any failure to respond to
inquiries by us addressed to the email address of the registrant,
the administrative, billing or technical contact appearing in the
WHOIS Directory with respect to a domain name concerning the accuracy
of contact details associated with the registration shall constitute
a material breach of this Agreement and be a basis for cancellation
of the domain name registration. Any information collected by us concerning
an identified or identifiable natural person Personal Data will be
used in connection with the registration of your domain name(s) and
for the purposes of this Agreement and as required or permitted by
the ICANN Agreement or an ICANN/Registry Operator policy.
21. RIGHT OF REFUSAL. We, in our
sole discretion, reserve the right to refuse to register or reserve
your chosen domain name or register you for other Services within
thirty (30) calendar days from receipt of your payment for such services.
In the event we do not register or reserve your domain name or register
you for other Services, or we delete your domain name or other Services
within such thirty (30) calendar day period, we agree to refund your
applicable fee(s). You agree that we shall not be liable to you for
loss or damages that may result from our refusal to register, reserve,
or delete your domain name or register you for other Services.
22. SEVERABILITY. You agree that
the terms of this Agreement are severable. If any term or provision
is declared invalid or unenforceable, that term or provision will
be construed consistent with applicable law as nearly as possible
to reflect the original intentions of the parties, and the remaining
terms and provisions will remain in full force and effect.
23. NON-AGENCY. Nothing contained
in this Agreement or the Dispute Policy shall be construed as creating
any agency, partnership, or other form of joint enterprise between
the parties.
24. NON-WAIVER. Our failure to require
performance by you of any provision hereof shall not affect the full
right to require such performance at any time thereafter; nor shall
the waiver by us of a breach of any provision hereof be taken or held
to be a waiver of the provision itself.
25. NOTICES. Any notice, direction
or other communication given under this Agreement shall be in writing
and given by sending it via e-mail or via regular mail. In the case
of e-mail, valid notice shall only have been deemed to have been given
when an electronic confirmation of delivery has been obtained by the
sender. In the case of e-mail notification to us or to the Reseller
to sales@nanpower.com or ______________________ or, in the case of
notice to you, at the e-mail address provided by you in your WHOIS
record. Any e-mail communication shall be deemed to have been validly
and effectively given on the date of such communication, if such date
is a business day and such delivery was made prior to 4:00 p.m. EST,
otherwise it will be deemed to have been delivered on the next business
day. In the case of regular mail notice, valid notice shall be deemed
to have been validly and effectively given 5 business days after the
date of mailing and, in the case of notification to us or to the Reseller
shall be sent to:
Nanpower International, 1F, #6, Lane 31, Chung-Po South Road, Nan-Kang
District, Taipei 115, Taipei 115,Taiwan
and in the case of notification to you shall be to the address specified
in the Administrative Contact in your WHOIS record.
26. ENTIRETY. You agree that this
Agreement, the rules and policies published by us and the Dispute
Policy are the complete and exclusive agreement between you and us
regarding our Services. This Agreement and the Dispute Policy supersede
all prior agreements and understandings, whether established by custom,
practice, policy or precedent.
27. GOVERNING LAW. This Agreement
shall be governed by and interpreted and enforced in accordance with
the LAWS OF Province of Ontario and the FEDERAL LAWS OF Canada applicable
therein without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in Ontario and you irrevocably
consent to the jurisdiction of such courts.
28. INFANCY. You attest that you
are of legal age to enter into this Agreement.
29. INCONSISTENCIES WITH CIRA. In the event that
this Agreement may be inconsistent with any term, condition, policy
or procedure of CIRA, the term, condition, policy or procedure of
CIRA shall prevail.
30. FOREIGN LANGUAGE: Controlling
Language. In the event that you are reading this agreement in a language
other than the English language, you acknowledge and agree that the
English language version hereof shall prevail in case of inconsistency
or contradiction in interpretation or translation.
31. 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.
I/We Agree
Name: ___________________________
Company: ________________________
Date: ____________________________
(If you accept this Agreement, please attach this Agreement
to sales@nanpower.com or your
reseller)
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