 | |  | | | | AMENDMENT AGREEMENT TO THE PROVISION OF DNS SERVICES
WHEREAS the parties to this agreement have signed an RSP Agreement;
AND WHEREAS the parties are desirous to amend the RSP Agreement to enable
Reseller to sell DNS services.
NOW, THEREFORE, for and in consideration of the mutual promises, benefits
and covenants contained herein and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, Tucows and
Reseller, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS
(a) “DNS Service(s) means the DNS services offered by Tucows that will
allow Reseller’s Customers to manage zone information, including, where
applicable, such features as domain forwarding, domain under
construction and domain for sale, using a web-based interface, all more
particularly described in Section 2 below;
(b) “Effective Date” shall mean the later of the two dates on the signature
lines below;
(c) “Fee(s)” mean the monies payable for the DNS Services in accordance
with Section 3 herein;
(d) “Term” has the meaning outlined in Section 4 of this Agreement;
(e) “Zone” means the information on a name server listing a domain name
with its associated resource records, IP addresses and mail server
information. Elements of the zone file include NS, A, CNAME and MX
resource records.
(f) All initially capitalized terms not otherwise defined in this Amendment
Agreement shall have the definitions assigned to such terms in the RSP
Agreement.
2. SERVICES PROVIDED
2.1. Tucows DNS Services are available as the following offerings:
(a) Managed DNS includes the following functions:
(i) Zone record management – The zone records control how a domain
works, with information such as A, CNAME, and MX records.
(ii) Domain Forwarding management - enables a domain name to be
forwarded to another website.
(iii) Sub-Domain Forwarding management - Similar in principle to domain
forwarding, this function applies to subdomains of the domain.
(iv) URL Frame management - URL framing maintains words in the
address bar, regardless of which page you are on.
(v) Domain Templates – Offers Customers web pages for display
purposes. The “Domain Under Construction” page will be a generic
page with no customization available. The Domain For Sale page will
be customizable.
(vi) Subdomain Delegation management - Allows the Customer to delegate
authority of a subdomain to another user.
2.2. Secondary DNS allows Customers to create a back up zone for their primary
DNS Service using Tucows’ nameservers.
2.3. Tucows’ DNS Services cannot be provided without an operating Reseller
account. Reseller shall be responsible for ensuring that its Reseller account is
current.
2.4. Reseller shall be responsible for providing customer service, billing and
technical support and customer interface to accept Customer orders.
2.5. Tucows may from time to time provide enhancements to the DNS Service and
the administration tool at no additional charge to Reseller.
2.6. Reseller agrees that all use of the DNS Services shall be in accordance with all
policies, practices and regulations of Tucows.
3. FEES
3.1. Reseller shall pay to Tucows the non-refundable amounts set forth on
Schedule A. Fees will be assessed on a monthly basis when Tucows provides
Reseller with a statement based on the number of Zone subscribing to a
service and the amounts owing with respect to same.
3.2. If there are insufficient funds in Reseller’s account at the time of withdrawal,
Tucows will send a daily request for payment to the Reseller’s billing contact
for a five (5) day period. If Reseller has not replenished its account to allow
for the outstanding payment within said five (5) day period, Tucows may
suspend Reseller’s Customer’s DNS Service.
3.3. Tucows reserves the right to change the fees and suspension/insufficient funds
policies upon notice to Reseller.
4. TERM OF AGREEMENT
4.1. The term of this Agreement shall commence on the Effective Date and will
continue in accordance with the RSP Agreement or until the earlier of the
following: (i) by either party upon thirty (30) days written notice, (ii) Reseller
elects to terminate this Agreement, (iii) or Tucows elects to terminate its DNS
Service offering.
5. MAINTENANCE AND SUSPENSION OF SERVICES
5.1. Tucows may from time to time perform maintenance on or otherwise suspend
the DNS Service and temporarily shut down the DNS Service. The Company
will make best efforts to minimize any disruption of DNS Service.
6. REPRESENTATIONS AND WARRANTIES
6.1. Reseller acknowledges and agrees that Tucows does not guarantee that the
DNS Services will meet the requirements of Reseller or its Customers
THE WARRANTIES AND CONDITIONS STATED HEREIN ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
TUCOWS 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; OR (F) PUNITIVE DAMAGES; EVEN IF TUCOWS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RESELLER’S SOLE REMEDY IN THE CASE OF ANY LOSS OR DAMAGE
RESULTING FROM ANY MISREPRESENTATION, BREACH OF CONTRACT,
NEGLIGENCE, ERROR OR DEFECT IN THE SERVICES PROVIDED BY
TUCOWS HEREUNDER SHALL BE TERMINATION OF THIS AGREEMENT.
7. INDEMNITY
7.1. Reseller, at its own expense, will indemnify, defend and hold harmless
Tucows and its employees, directors, officers, representatives, agents,
affiliates and third party beneficiaries, against any claim, suit, action, or other
proceeding brought against Tucows based on or arising from any claim or
alleged claim (i) relating to any product or service of Reseller, including, but
not limited to, Reseller's advertising, systems and other processes, fees
charged, billing practices and customer service; or (ii) relating to any
agreement with any Customer of Reseller . Reseller will not enter into any
settlement or compromise of any such indemnifiable claim without Tucows'
prior written consent, which consent shall not be unreasonably withheld.
Reseller will pay any and all costs, damages, and expenses, including, but not
limited to, reasonable attorneys' fees and costs awarded against or otherwise
incurred by Tucows in connection with or arising from any such
indemnifiable claim, suit, action or proceeding. If Tucows is threatened with
suit by a third party, it may seek written reiteration of Reseller’s
indemnification obligations; any failure by Reseller to provide said written
assurance may result in suspension or termination of its account.
Save and except as outlined herein, all terms of the RSP Agreement shall remain in full
force and effect and, where applicable, any references to domain names shall be deleted
and replaced with “DNS Services”. In the event of a conflict between the terms of this
Amendment Agreement and the RSP Agreement, the terms of this Amendment
Agreement shall prevail.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment Agreement
as of the later date set forth below.
if to Tucows:
Tucows Inc.
96 Mowat Avenue
Toronto, Ontario M6K 3M1
CANADA
Attention: Legal Affairs
Fax: +1.4165315584
e-mail: lhutz@tucows.com
if to Reseller: to the address of record, as supplied in your OpenSRS Registration Service
Provider Agreement.
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