TUCOWS MASTER SERVICES AGREEMENT

WHEREAS, Tucows.com Co., a Nova Scotia Corporation with its principal place of business in Toronto, Ontario, Canada (hereafter “Tucows”), provides certain services defined below as the “Tucows Services;” and

WHEREAS, Customer, the person or entity defined below, wishes to use, resell and/or provision the Tucows Services for itself and the benefit its own Users,

NOW, THEREFORE, in consideration of the mutual promises described in this Agreement, the parties agree to legally bind themselves as follows:

1. DEFINITIONS

1.1. “Tucows Services” means the services offered by Tucows in this Agreement and more fully described in Sections 2-9 below.

1.2. “Customer” means the person or entity entering this Agreement with Tucows.

1.3. “User” means a person or entity registering, transferring, renewing, or managing a domain name or digital certificate or otherwise using any of the Tucows Services through Customer.

1.4. “Agreement” means this document, and all its schedules and other documents incorporated by reference.

1.5. “Effective Date” means the later of the two dates on the signature page below, or if the Agreement is executed by electronic means, the first date on which Customer agreed to these terms or began using the Tucows Services.

1.6. “Term” has the meaning outlined in Section 12 of this Agreement.

1.7. “API” is an acronym that stands for “Application Program Interface.” As used in this Agreement, “API” means the set of technical specifications and routines that allow Customer’s computer systems to access and carry out certain operations on Tucows’ computer systems.

1.8. “Storefront” refers to Tucows’ fully hosted e-commerce site for selling and provisioning OpenSRS domains and related services (including, e.g., registration of domain names , Premium Domain Names, Whois Privacy Services, Managed DNS, URL and Email Forwarding). “Storefront” also handles User billing through a secure payment gateway.

1.9. “Shopco.com” refers to the secure e-commerce shopping cart and payment gateway used by Customers using the Storefront service to settle User payment of services provisioned through the Storefront. The charge on the Users credit card statement will appear as “Shopco.com”.

1.10. “Commission” refers to the amount earned by a Customer on the sale of OpenSRS services via Storefront.

1.11. “Communications” means all written communications with Users, including registration applications, confirmations, modifications, terminations, invoices, credits, or other correspondence related to the use or provisioning of the Tucows Services.

1.12. “Confidential Information” means all information disclosed by a party including technical information, software, financial data, and business and marketing plans. Confidential Information shall not include information which (i) is publicly available at the time of its disclosure or becomes publicly available though no fault of the receiving party; (ii) is lawfully obtained by the receiving party from a third party without restriction; or (iii) is known by the receiving party prior to the date of disclosure as demonstrated by the receiving party’s records kept in the ordinary course of business.

1.13. “Contact(s)” are persons or entities associated with domain name records. “Contacts” include the registrant, billing contact, technical contact, administrative contact, or any other contact mandated by the Internet Corporation for Assigned Names and Numbers (“ICANN”) or any Registry, now or in the future.

1.14. “Contact Data” includes the true, accurate and current name, address, telephone number and email address of a Contact.

1.15. “DNS” is an acronym that refers to the Internet’s “Domain Name System.”

1.16. “OpenSRS” means the Open Shared Registration System developed and managed by Tucows. OpenSRS is a system for the registration of Internet domain names in Supported TLDs, for which Tucows is the Registrar.

1.17. “Registrant” means the person or organization that has registered a domain name and has the right to use the domain name for a specified period of time on the terms and conditions specified by Tucows and Customer.

1.18. “Registrar” means a person or entity accredited by ICANN and/or Registry to facilitate the registration of domain names.

1.19. “Registry” means a person or entity that (i) maintains and serves the zone file for a Supported TLD, or (ii) maintains and serves digital certification identifiers.

1.20. “Registration Agreement” means the agreement entered into by and between Tucows and each Registrant, in substantially the form attached as Appendix B.

1.21. Supported TLDs means those top-level domains offered by Tucows and which are specified on the Fee Schedule to this Agreement, at Appendix A.

1.22. Supported Certificate Services means those digital certificate services offered by Tucows for which Customer hereby contracts to sell and which are specified on the Fee Schedule to this Agreement, at Appendix A.

1.23. Whois Information means the Contact Data required by each Registrant for each domain name registration.

1.24. Whois Registry means the publicly accessible directory of Contact Data for domain names, IP addresses, or digital certificates.

1.25. “Sub-reseller” means resellers within the Customer’s OpenSRS account which sell OpenSRS products on behalf of the Customer.

2. OPENSRS

2.1. Throughout the term of this Agreement, Tucows shall provide Customer with access to OpenSRS to enable Customer to transmit both (a) domain name registration information for the Supported TLDs; and, (b) digital certificate registration information for the Supported Certificate Services.

2.2. In addition to providing customer with access to OpenSRS, as specified above, Tucows also shall provide Customer with the ability to provision a Storefront to facilitate the sale, management of OpenSRS domain services to/for their Users.

2.3. Tucows shall provide Customer with the API which will enable Customer to develop its own systems to register those domain names and digital certificates supported by Tucows.

2.4. Customer shall submit all data elements as specified in the API to OpenSRS using the appropriate Tucows protocols.

2.5. Customer shall use the API, and each of the Tucows Services, in the manner intended, as specified by Tucows from time to time.

2.6. Customer shall comply with all terms or conditions established by Tucows from time to time to assure the sound operation of OpenSRS.

2.7. Customer shall develop and employ all necessary technology to ensure that its connection to OpenSRS and all transmissions between Customer, Users, sub-resellers (if applicable) and OpenSRS that are initiated for the purpose of creating, deleting or modifying data within the Tucows database or a Registry database are secure. All transmissions shall be authenticated and encrypted using protocol prescribed by Tucows. Customer shall authenticate every connection with OpenSRS using its password and shall notify Tucows within four (4) hours of learning that its password, or the password(s) of any of its sub-resellers, have been compromised in any way.

2.8. Customer shall respond to and fix any and all technical problems, if any, in its use of OpenSRS as they arise.

2.9. Customer agrees that Tucows, in its sole discretion, may temporarily suspend access to OpenSRS as necessary or appropriate.

3. DOMAIN NAME REGISTRATIONS

3.1. Customer may choose to offers its Users Domain Name Registrations, as described in this Section 3.

3.2. Customer shall use the domain name lookup capability mandated by Tucows in the API or Storefront to determine if a requested domain name is available for registration.

3.3. Customer agrees that each User must agree to be bound by the terms and conditions of the Tucows User Registration Agreement for each Selected TLD in the form outlined in the Appendix B to this Agreement, and/or such other agreements as Tucows shall post on its website from time to time. Customer may require that its Users agree to additional terms and conditions, provided such terms and conditions do not conflict in any manner with the policies of Tucows, ICANN, a Registry or any other governing body with appropriate authority over the Supported TLDs.

3.4. If Customer is not an ICANN-accredited registrar, Customer shall not display the ICANN or ICANN-Accredited Registrar logo, and shall not otherwise represent itself as accredited by ICANN.

3.5. Customer shall identify Tucows as the sponsoring registrar upon inquiry from a customer.

3.6. Customer agrees not to register names using any proxy contact information or privacy services unless customer uses Tucows’ WHOIS Privacy service OR customer displays a conspicuous notice to registrants at the time an election is made to use such privacy or proxy service that their data is not being escrowed. Customer agrees to, at its own expense, indemnify, defend and hold harmless Tucows and its employees, directors, officers, representatives, agents, affiliates and third party beneficiaries (including Tucows’ suppliers), against any claim, suit, action, or other proceeding brought against Tucows based on or arising from the customer using their own proxy contact information or privacy service.

3.7. Any registration agreement used by Customer shall include all registrant registration agreement provisions and notices required by Tucows' "Exhibit A" agreement, located at http://www.opensrs.com/docs/contracts/exhibita.htm, and shall identify the sponsoring registrar or provide a means for identifying the sponsoring registrar, such as a link to the InterNIC Whois lookup service.

3.8. Customer shall assist in the facilitation of transfers of domain name registrations from another registrar to Tucows, and vice versa, according to the policies of ICANN and/or any applicable Registry. Customer shall not interfere in any manner with any transfers.

3.9. Customer acknowledges that in the event of a dispute concerning the time of entry of a domain name registration into a Registry’s database, the time shown in that Registry’s records shall prevail.

3.10. In the event of any dispute involving a domain name registration, Customer shall provide all reasonable assistance to Tucows, the Registry and/or any court or arbitrator considering the dispute. At Tucows request, Customer shall forward copies of all Communications to Tucows.

3.11. Tucows shall provide Reseller with access to each of Reseller’s Customers in order that Reseller can make changes to domain name information on behalf of the Customer. Reseller expressly acknowledges and agrees that it shall modify Customer account information in accordance with the instructions of the Customer and the policies of Tucows. In the event that a dispute arises between Reseller and a Customer as a result of any modification to a Customer's account, Reseller shall fully defend and indemnify Tucows from any and all liability arising out of the dispute, including as provided in the Agreements. In the event Reseller declines or is unable to meet its defense and indemnification obligations under this Paragraph, Tucows shall have the right, in its sole discretion, to resolve the dispute in the manner it deems most expeditious.. Tucows reserves the right, at its sole discretion, to revoke Reseller’s access to modify Customer domain names at any time.

3.12. In the event Customer decides to offer any of “.com.au”, “.net.au”, “.org.au”, “.asn.au” or ‘.id.au” registrations, Customer acknowledges and understands that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.auda.org.au/policy/current-policies/. Customer is responsible for monitoring the Registry’s site on a regular basis.

Customer understands and agrees to identify themselves as a reseller of Tucows Services on their website.

Customer understands and acknowledges that Tucows may, from time to time, be required by the registry operator to inform registrants directly by email of new or changed published policies or codes of practice.

4. SUB-RESELLERS

4.1. Customer may choose to allow its own customers (“sub-resellers”) to offer services using Tucows’ domain name registration and Personal Names services. Customer acknowledges sub-resellers are not in turn able to offer sub-reseller services using OpenSRS.

4.2. Customer accepts responsibility for the actions of its sub-resellers, and agrees to adhere its sub-resellers to all the conditions set forth both in this agreement and Exhibit B.

4.3. Customer agrees to provide all necessary sales and technical support to its sub-resellers and related customers.

4.4. Customer acknowledges Tucows is not responsible for providing support to its sub-resellers, or customers of its sub-resellers, but may choose to provider support to them at its discretion.

4.5. When funding a sub-reseller’s balance, Customer agrees and acknowledges that Customer is financially responsible to Tucows for any of the Tucows services consumed or used by sub-resellers. In all other cases, Customer agrees and acknowledges that Customer’s sub-resellers are financially responsible to Tucows for any of the Tucows services consumed or used by sub-resellers.

5. DIGITAL CERTIFICATES

5.1. Customer may choose to offers its Users Digital Certificates, as described in this Section 4.

5.2. Customer agrees that each User must agree to be bound by the terms and conditions of the Supported Certificate Services Registration Agreements in the forms specified by the Digital Certificate Registries as found that following URLs:

GeoTrust brands Subscriber Agreements: http://www.geotrust.com/resources/repository/legal/

thawte brands Subscriber Agreements: http://www.thawte.com/repository/index.html

VeriSign brands Subscriber Agreements: http://www.verisign.com/repository/subscriber/index.html

Trustwave brands Subscriber Agreements:

https://ssl.trustwave.com/CA/

Comodo brands Subscriber Agreements:

http://www.comodo.com/about/comodo-agreements.php

Customer may require that its Users agree to additional terms and conditions, provided such terms and conditions do not conflict in any manner with the policies of Tucows or any entity.

6. MANAGED DNS

6.1. Customer may choose to offers its Users Managed DNS Services, as described in this Section 6.

6.2. “Managed DNS Services” includes (a) zone record management, to add, delete or modify DNS records such as A, CNAME, and MX records; (b) domain forwarding, to forward one domain name to another; (c) sub-domain forwarding, to forward a subdomain to another domain; (d) URL framing, to forward a domain to another domain while keeping the URL static; (e) domain templates, to point a domain name to parked, “for sale,” “coming soon,” or similar standard web pages; (f) subdomain delegation, to delegate authority of a subdomain to another user; and (g) secondary DNS, to allow Customer and Users to create a back up zones for their primary DNS Service using Tucows nameservers.

7. WHOIS PRIVACY SERVICE

7.1. Customer may choose to offer its Users a Whois Privacy Service, as described in this Section 6. For purposes of this Agreement, any User who opts to use this Whois Privacy Service is a “Privacy Registrant.”

7.2. Each Privacy Registrant must provide true, accurate and current Contact Data to Customer and Tucows. Tucows will keep the Privacy Registrant’s Contact Data on file in accordance with the Tucows User Registration Agreement but will include the following information in the publicly available Whois Registry: (a) “contactprivacy.com” shall appear as the Registrant and Contact(s); (b) Tucows postal address and a Tucows assigned email address and telephone number shall appear on behalf of the Registrant and the Contact(s); (c) the primary and secondary name servers shall be those designated by the Registrant; (d) the original date of registration and the expiration of each domain name; and, (e) Tucows will be identified as the registrar of record.

7.3. Each Privacy Registrant will retain complete control over the domain name and its registrations records and may suspend and reinstate the Whois Privacy Service as desired.

7.4. The Whois Privacy Service may be purchased for both new and existing domain name registrations. Existing policies regarding refunds for new domain name registrations will also apply to the Whois Privacy Service.

7.5. The Whois Privacy Service may be applied to transfers to Tucows but will only commence when the transfer of the domain name has been completed and the registration is in the Tucows database. The Whois Privacy Service must be disabled in order to transfer a domain name registration away from Tucows. Registrations will leave the Tucows database with the Registrant’s Contact Data and not the Privacy Registrant data elements specified in Section 4.2 above.

7.6. The Whois Privacy Service will be provided until it is cancelled by Customer or the Privacy Registrant.

7.7. Communications received by Tucows with respect to a particular domain name registered to a Privacy Registrant will be handled as follows: (a) Tucows will forward to the Registrant all correspondence received by registered mail or traceable courier. This information may be opened, scanned and emailed to the Registrant. Regular postal mail will be discarded or returned to sender at Tucows discretion; (b) Email correspondence will be forwarded according to the instructions of the Registrant as they appear in Tucows records; (c) A voice mail message will advise all callers that inbound messages will not be accepted; calls will be directed to the contactprivacy.com web site where written messages will be forwarded according to the Privacy Registrant’s instructions.

7.8. Tucows shall have the right, at its sole discretion and without liability to Customer or the Privacy Registrant, to reveal Registrant and Contact Whois Information under the following circumstances: (a) when required by law; (b) in the good faith belief that disclosure is necessary to further determination of an alleged breach of a law; (c) to comply with a legal process served upon Tucows; (d) to resolve any and all third party claims including but not limited to ICANN’s or a Registry’s dispute resolution policy; or, (e) to avoid financial loss or legal liability or if Tucows believes that the Registrant is using the Whois Privacy Service to conceal its involvement with illegal, illicit, objectionable or harmful activities or to transmit SPAM, viruses, worms or other harmful computer programs.

7.9. In the event that Tucows receives a formal complaint, notice of claim or UDRP, Tucows will have the right to disable the Whois Privacy Service pending final disposition of the matter.

8. PARKED PAGES

8.1. Customer may choose to offers its Users Parked Pages, as described in this Section 8.

8.2. New domain name registrations that have not yet propagated through the Internet and domain name registrations that have expired but have not yet been deleted from the registry may be redirected to a stagnant default or parked page.

8.3. Participating Customers may elect to customize parked pages to reflect their branding. Tucows shall maintain the content of each parked page and may post pay per click advertisements at its discretion.

8.4. Net revenue generated from advertisements from Parked Pages provisioned through the Tucows API shall be distributed between Tucows and Customer in accordance with the Fee Schedule attached as Appendix A and shall be deposited in Customers account on a monthly basis. Customers using Storefront will not be eligible to participate in the revenue sharing described in this Section.

8.5. Customers may opt out of the Parked Pages program generally or on a domain-by-domain basis.

9. AUCTION SERVICES

9.1. Every Registrant who registers a domain name with or through the Customer has the right to use the domain name only for the time period of the registration agreement, as set out in this Agreement and its Appendices, and as paid by Customer and/or its Users and Registrants. After a domain name registration expires, Tucows reserves the exclusive right to offer the registration to other Users and Registrants through the use of Tucows Auction Services, as described in this Section 8.

9.2. For its Auction Service, Tucows will make available for auction to the general public on Tucows’ auction partner(s) website(s) a list of certain domain names in the Supported TLDs, selected by Tucows, that are scheduled for deletion. All existing grace and redemption periods will continue to apply, notwithstanding the fact that a name has been posted for auction, except for domain names that are considered sold at auction. If the name is sold at auction, it will be acquired by a third party and will not remain available for re-registration after our stated grace period.

10. PREMIUM DOMAIN NAMES

10.1. Customer may choose to offers its Users Premium Domain Names, as described in this Section 10.

10.2. Tucows’ Premium Domain Names Sales Service aggregates domains names currently registered to third-parties, but available for purchase through a variety of market channels (“Premium Domain Names”), into a single channel accessible by Customer delivered through a data feed and/or API. The Premium Domain Names Sales Service presents Premium Domain Names to Customer and/or its Users for sale at a fee set by the current domain name registrant and/or its agent. If the Customer and/or its User agrees to pay the fee set by the current registrant of a Premium Domain Name, Tucows will facilitate a sales transaction that, if successful, will result in the transfer of the domain name from the current registrant to Customer and/or Customer’s User.

10.3. For any Premium Domain Name sold under this Agreement, Customer agrees to charge its Users the price set by the current domain name registrant and presented to Customer by Tucows' Premium Names Service.

10.4. Customer shall not condition a User's purchase of a Premium Name on the purchase of any other good or service from Customer. Nothing in this Agreement, however, shall restrict Customer's ability to provide its users with additional value or present additional services or goods to its Users for sale as an additional purchase option.

10.5. Customer shall present the Premium Domain Names Sales Services Data to, its users and/or customers as provided to it by Tucows without, alteration or editing, except for the addition of branding, logos, or, other identification information for Customer. Customer shall use only, the current Premium Domain Name Sales Services Data, as provided by, Tucows through the live Tucows API, and shall not copy, store, archive, warehouse or repurpose the Premium Domain Name Sales Services Data., Customer shall not give, sell, lease, license or rent the Premium Domain, Name Sales Services Data, live or historic, to any third party.

10.6. If, anytime within 180 days after sale of a Premium Name,

Customer determines that payment for a Premium Name has been

the subject of a chargeback, then upon notification and condition

that the Premium Name in question has been returned to Tucows'

control, Tucows shall issue a credit to customer for the amount

of price paid for such Premium Name.

11. PERSONAL NAMES SERVICE

11.1. Customer may choose to offers its Users Personal Names, as described in this Section 11.

11.2. Tucows’ Personal Names Service allows Customer to offer Users either or both (a) email service; and/or, (b) website service through the shared use of Tucows’ Personal Domain Names. Personal Domain Names correspond to a users’ last name or affiliation, such as “SMITH.NET.” An email address provisioned under the Personal Name Service would be of the type <USER>@smith.net, and a provisioned website would be named <USER>.smith.net.

11.3. For each Personal Name provisioned under this service, User shall be entitled to one (1) email box and one (1) third-level website. For each Personal Name provisioned, the User’s name in the email address and the User’s selected name in the third-level website must match and be identical.

11.4. For all email services provisioned under the Personal Names Service, Customer shall require User to abide by the terms and conditions, including the Acceptable Use policies, of Tucows’ Email Services Contract, as it may be updated from to time to time (http://services.tucows.com/signup/contracts).

12. FEES

12.1. Customers shall pay to Tucows the non-refundable amounts set forth on the Fee Schedule attached as Appendix A with respect to each Tucows Service used by Customer. Tucows reserves the right to adjust the Fee Schedule from time to time upon notice to Customer.

12.2. Tucows will bill Storefront Customer’s Users directly for domain services provisioned through Customer’s Storefront. Payment will be processed through the Shopco.com payment gateway and appear on the Users credit card statement as “Shopco.com” a transaction. The Storefront Customer sets the retail selling price that their User pays.

12.3. Storefront Customers will earn a commission on every transaction originating from their Storefront and successfully processed via Shopco.com payment gateway.

12.4. All Storefront transactions processed through the Shopco.com payment gateway are subject to both (a) a six percent (6%) payment processing fee and (b) if applicable, a thirty-five dollar ($35) transaction fee on any credit card transaction for which the credit card holder issues a chargeback and Tucows loses the chargeback appeal. All processing and transaction fees shall be paid, in the first instance, from Customer's (or sub-reseller’s, where applicable) funds on account with Tucows.

12.5. Tucows will deduct the amounts set forth on the Fee Schedule attached as Appendix A in payment of the OpenSRS domain services sold via Storefront.

Storefront Customers shall earn commission on the sale of OpenSRS domain services sold via Storefront. By way of illustration, the Customer's Commission is calculated as follows:

$20.00	Retail Price of a One-Year .com Domain Name (pricing is set by Storefront Reseller)
($1.20)	LESS six percent (6%) Shopco.com Payment Processing Fee
($10.06)	LESS cost of a One-Year .com Domain Name (as outlined in Appendix A)
$8.74	EQUALS Commission Earned On the Sale of a One-Year .com Domain Name via Storefront

12.6. ICANN and registry fees charged to Tucows change from time to time. Tucows reserves the right to adjust relevant prices charged to customer should ICANN or a registry/registries adjust their fees.

12.7. Prior to using or provisioning any of the Tucows Services, API Customers shall forward a sum agreed by the parties to Tucows to be held on account. As Tucows Services are used by Customer, Customer’s account balance shall be reduced. Tucows shall maintain a record of Customer’s account balance which shall be accessible by Customer. If Customer’s account balance is fully depleted at any time, Customer shall not be permitted to use or provision any additional Tucows Services until such time as Customer’s account balance is restored.

12.8. Tucows reserves the right to require minimum order levels and to modify those minimums from time to time.

12.9. Deposits made into your reseller account through one of the accepted methods of payment (credit card, Automated Cheque Handling, wire transfer, cheque, international money order) will be subject to a 3% Processing Fee. This fee will be charged on your deposit (pre-tax), with the remainder being placed in your account.

12.10. Payments may be submitted by Customer to Tucows in the following manners:

Intermediary Bank:

Wachovia Bank N.A., New York

SWIFT: PNBPUS3NNYC

ABA: 026005092

Final Bank:

Bank of Montreal

Toronto Branch

100 King Street West

Toronto, Ontario

M5X 1A3 CANADA

Beneficiary: Tucows.com Co

For credit to a/c #: 00024605193

SWIFT: BOFMCAM2

Customer agrees that all wire transfer charges will be the responsibility of the remitter.

Via cheque made payable to Tucows.com Co.

and delivered to:

Tucows.com Co.

96 Mowat Avenue

Toronto, Ontario M6K 3M1

CANADA

Via credit card by submitting payment through the RWI / Profile Management / Online Credit Card Payment.

12.11. Storefront commissions are paid monthly. Checks are mailed to the Customer on or around the last day of each month and are paid in arrears. (For example, October’s commissions are cut and mailed on or around November 30.) Commission checks are only generated when the Customer has earned at least $50.00 in commissions. If the minimum $50.00 commission has not been earned in a particular month, monies earned are not lost, but are carried over to the next month. A Customer who has not generated a referral fee within a twelve month period shall forefeit any earned, but unpaid commissions.

13. GOMOBI SERVICE

13.1. Customer may choose to offer its Users goMobi, as described in this section 13.

13.2. goMobi allows Customer to offer Users the ability to publish a mobile website.

13.3. Customer agrees to ensure each user of goMobi aggress to the goMobi end user agreement, located at http://www.opensrs.com/resources/contracts-payments/contracts.

14. LICENSE

14.1. Subject to the terms and conditions of this Agreement, Tucows hereby grants Customer and Customer accepts a non-exclusive, non-transferable, limited license to use the API and the Storefront. The API and the Storefront will enable Customer to use OpenSRS to facilitate the registration of domain names by Tucows on behalf of its Users.

14.2. The use of OpenSRS software, which comprises the API, shall be governed by the GNU General Public License, which should be accessed and reviewed on http://www.gnu.org/copyleft/lesser.txt. The use of the Storefront software shall be governed by the Tucows Software License, which should be access and reviewed at http://opensrs.com/resources/domains/storefront

14.3. Tucows may from time to time make modifications to the Software and the API licensed hereunder that will enhance functionality or otherwise improve OpenSRS and Storefront.

15. TERM OF AGREEMENT

15.1. This Agreement shall commence on the Effective Date and continue until the earlier of the following: (i) termination by either party upon thirty (30) days written notice, (ii) termination for cause, as defined more fully in this Section 12; or (iii) Tucows’ election to terminate any or all of its service offering in which case Tucows shall provide Customer with all reasonable notice of termination as is practicable.

15.2. If: either Party (or, in the case of Customer, an agent or User of Customer) materially breaches any term of this Agreement, and such breach is not cured within fourteen (14) calendar days after written notice thereof is given by the other Party, then the non-breaching Party may, by giving written notice thereof to the other Party, terminate this Agreement as of the date specified in such notice of termination.

15.3. In addition to the foregoing termination rights, if Tucows, in its reasonable discretion, determines that Customer has breached any provision of this Agreement, is in violation of any Tucows, ICANN or Registry policy or regulation as amended from time to time, has failed to provide adequate support to Users, or is engaging in conduct that breaches or may put Tucows in breach of any law or regulation, Tucows may suspend Customer's or Customer’s Users’ access to any or all of the services described in this Agreement, pending the cure of such breach or violation, or change of such conduct, to Tucows’ satisfaction acting reasonably. Tucows may require Customer to terminate any User in breach of its EULA or Tucows’ policies.

15.4. Upon termination, Customer’s access to the services described in this Agreement shall cease.

16. SUPPORT SERVICES

16.1. Tucows shall provide telephone, website and email support for the services described in this Agreement for Customer only.

16.2. Customer shall bear sole responsibility for providing support to Users with respect to any and all services described in this Agreement, including but not limited to all billing and technical support.

17. MAINTENANCE AND SUSPENSION OF SERVICES

17.1. Customer shall employ all necessary employees, contractors, or agents with sufficient technical training and experience to respond to and fix all technical problems concerning the use of the API in conjunction with Customer's systems. Tucows may from time to time perform maintenance on or otherwise suspend and temporarily shut down the Tucows Services. Tucows will make commercially reasonable efforts to minimize any disruption of the Tucows Services.

17.2. Notwithstanding the foregoing, Tucows may, in its unilateral discretion, immediately suspend any or all of the Tucows Services if Tucows deems it necessary for the security and stability of its systems or those of its customers.

17.3. – Customers using Storefront are subject to suspension if one or more the following conditions exist:

i. Customer's Storefront account is inactive for a period of 12 months (as demonstrated by, for example, fact that Customer has not logged into its control panel for a substantial period of time, Customer's account information is out of date or Customer has not responded to Tucows' status or other inquiries).

ii. Customer’s Users contact Tucows to report unresponsive or poor customer service.

iii. US Customers do not provide Tucows with proper Tax ID number for Form 1099 Reports.

iv. Customer's transactions are subject to an unacceptable level of fraud, as determined by Tucows in its sole discretion.

18. SECURITY

18.1. Although information transmitted to Tucows is stored in operating environments which Tucows believe are within industry standards for security, Customer agrees, and shall ensure that its Users are advised and agree, that no data transmission over the Internet can be guaranteed 100% secure. Tucows is not responsible for any interception or interruption of any communications through the Internet.

18.2. Customer agrees that it and its Users are responsible for maintaining the security of access codes, authorization codes, and passwords and will ensure its Users are so advised and agree.

19. REPRESENTATIONS AND WARRANTIES

19.1. Each signatory below represents and warrants it has the authority to bind itself, its company or whatever other form of legal organization it represents in signing this Agreement.

19.2. Customer acknowledges and agrees that Tucows does not guarantee that the API or any of the Tucows Services will meet the requirements of Customer or its Users. The API and the Tucows Services are provided “as is” without any warranty of any kind.

19.3. Independent third parties may supply some or all of components of the API or the Tucows Services. While Tucows makes every effort to ensure the accuracy of all information presented to its customers, Tucows makes no warranty as to the accuracy of any such information.

19.4. WITH REGARD TO THE API AND THE TUCOWS SERVICES, TUCOWS (AND EACH OF ITS SUPPLIERS): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS; (B) DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE API OR THE TUCOWS SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF THE API OR THE TUCOWS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE API OR TUCOWS SERVICES WILL BE CORRECTED; AND (C) NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF API OR THE TUCOWS SERVICES, OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. SHOULD ANY OR ALL OF THE API OR THE TUCOWS SERVICES PROVE DEFECTIVE, IN WHOLE OR PART, THE CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

19.5. TUCOWS AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY MISREPRESENTATION, BREACH OF ANY IMPLIED OR EXPRESS WARRANTY OR CONDITION, OR BREACH OF ANY OTHER TERM (INCLUDING A FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), OR BE OTHERWISE LIABLE IN CONTRACT, TORT, OR OTHERWISE FOR: (A) INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES; (B) LOSS OF REVENUE; (C) LOSS OF PROFITS; (D) LOSS OF BUSINESS OR GOODWILL; (E) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, SOFTWARE OR HARDWARE; (F) LOST EMAIL OR (G) PUNITIVE DAMAGES; EVEN IF TUCOWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE SOLE REMEDY BELOW FAILS OF ITS ESSENTIAL PURPOSE.

19.6. CUSTOMER’S SOLE REMEDY IN THE CASE OF ANY LOSS OR DAMAGE RESULTING FROM ANY MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, ERROR OR DEFECT IN THE API OR THE TUCOWS SERVICES SHALL BE TERMINATION OF THIS AGREEMENT, AND THE RETURN OF ANY UNUSED DEPOSIT.

20. DEFENSE AND INDEMNITY

20.1. Customer, at its own expense, will indemnify, defend and hold harmless Tucows and its employees, directors, officers, representatives, agents, affiliates and third party beneficiaries (including Tucows’ suppliers), against any claim, suit, action, or other proceeding brought against Tucows based on or arising from any claim or alleged claim (i) relating to any product or service of Customer or its sub-resellers, including, but not limited to, Customer's advertising, systems and other processes, fees charged, billing, trade, and competition practices and customer service; or (ii) relating to any agreement with any User of Customer; or (iii) arising out of any trademark or copyright claim involving a domain name registered through Customer. Customer or its sub-resellers will not enter into any settlement or compromise of any such indemnified claim without Tucows' prior written consent, which consent shall not be unreasonably withheld. Customer will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Tucows in connection with or arising from any such indemnified claim, suit, action or proceeding.

20.2. If Tucows is threatened with suit by a third party, it may seek written reiteration of Customer’s indemnification obligations; any failure by Customer to provide said written assurance may result in suspension or termination of its account.

21. INTERPRETATION AND ENFORCEMENT

21.1. This Agreement shall be governed and construed under the laws of Ontario and Canada, including their choice of law provisions, and the exclusive venue shall be in Toronto, Ontario.

21.2. This Agreement may be executed in two or more counterparts, each deemed an original, and all of which together shall constitute one and the same contract.

21.3. This Agreement may be modified by Tucows without the written consent of Customer, so long as the amendment or modification is generally applicable to all Customers and Tucows provides reasonable notice of the changes to Customer.

21.4. This Agreement binds and benefits only the parties and their respective successors and permitted assigns. Customer shall not assign this Agreement without the prior written consent of Tucows, such consent not to be unreasonably withheld.

21.5. Each Party agrees it has had the opportunity to obtain independent legal advice for the review and negotiation of this Agreement, and no ambiguity will be presumptively construed against Tucows.

21.6. Each party agrees that all restrictions in this Agreement are reasonable and valid and waives all defenses to strict enforcement of this Agreement to the fullest extent permitted by law.

21.7. Each party agrees that a violation of any intellectual property usage, confidentiality, non-solicit or policy related provisions of this Agreement will result in immediate and irreparable damage to the other party which shall then, in addition to any other rights to relief, be entitled to temporary and permanent injunctions and such other relief as any court of competent jurisdiction may deem just and proper, without posting of any security or proof of actual damage.

21.8. Each party agrees that neither shall be liable for any delay or failure to perform if such delay or failure is due to any contingency beyond its reasonable control including acts of God, war, explosion, fire, flood or civil disturbance, or failure of a supplier to fulfill its obligations.

21.9. Each party agrees that expiration or termination will not relieve either party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which by their nature would ordinarily be expected to survive expiration or termination will remain in effect.

22. MISCELLANEOUS

22.1. Each party agrees to execute such further documents reasonably requested by the other party to achieve the intent of this Agreement.

22.2. This Agreement is the entire agreement between the parties, superseding all prior understandings, oral or written, relating to the subject matter of this Agreement.

22.3. Nothing in this Agreement creates an agency, partnership, joint venture, employment, franchise, distributorship, dealership or other similar or special relationship between the parties, who only intend to establish the relationship of independent contractors.

22.4. No provision hereof shall be deemed waived by any act, delay, omission or acquiescence on the part of either party or their respective employees or agents, nor shall any waiver by either party of a breach or default of a provision by the other, constitute a change in the terms hereof or waive any subsequent breach.

22.5. All notices shall be in writing and either sent via facsimile, registered mail, courier, or by electronic mail. Notices shall be deemed received: upon actual receipt, if by courier; on the date indicated in the return receipt, if sent by registered mail; upon confirmation, as evidenced by a fax transmittal sheet; or upon confirmation, as evidenced by a delivery receipt, if sent electronically. All notices should be sent to the attention of the General Counsel, if to Tucows, and to the attention of the President, if to Customer, at the address set forth below.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the Effective Date.

by:

_____________________________________ Dated: ______________

(“CUSTOMER”)

_________________________________________________________

Name of Company / Please Print

By: ___________________________

Title:__________________________

by:

_____________________________________ Dated: ______________

TUCOWS.COM CO. (“TUCOWS”)

By: ___________________________

___________________

MASTER FEE SCHEDULE

APPENDIX A

___________________

DOMAIN NAME REGISTRATIONS

All fees listed below are in United States Dollars for (a) each one year registration, or any portion of a year if registered for less than a year; (b) each one year renewal, or any portion of a year, if applicable; and, (c) each one year transfer or any portion of a year, if transferred to Tucows for less than a one year period.

.COM

Registry Fee..................................... $7.34