Author Resource Center Registration Agreement

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  1. AGREEMENT. In this Registration Agreement ("Agreement"), "you" and "your" refer to the signatory to this Agreement and the author of the software (the "Software"), "we", us" and "our" refer to Tucows Downloads ("Tucows") and "Services" refers to Tucows' agreement to post your Software on its website through the Tucows Author Resource Center ("ARC"). In addition to the foregoing, Tucows may elect, at its sole discretion, to post your Software on its co-branded sites and/or to promote the Software on its Web site(s) or any other form of media.
  2. COPYRIGHT. You warrant and represent that you are the sole author of the Software; that you are the sole owner of the copyright and of all rights in and to the Software; that you have not previously assigned, pledged or otherwise encumbered the Software; that you have the full power to enter into this Agreement and to grant the rights herein granted. You further represent that the Software is original or is in the public domain; that it does not violate any right of privacy or publicity; that it is not libelous or obscene; that it does not infringe upon any statutory or common-law copyright or trademark or violate any other right of any other person. In the event of any claim, action or proceeding based on an alleged violation of any of the foregoing warranties and representations, you agree that you shall indemnify and hold harmless Tucows Inc., its parent and affiliates against any loss, cost and expense (including reasonable counsel fees). These warranties, representations and indemnities shall survive the termination of this Agreement.
  3. RIGHT TO SYNDICATE. You grant us the right to syndicate your Software listing and all associated and related content that appears on Tucows.com to third-party partner sites for syndication purposes. You can opt-out of this requirement by paying a nominal fee and selecting that option in your Account.
  4. RIGHT TO DISTRIBUTE TOOLBARS. You grant us the right to make toolbar offers to visitors to the site as part of the distribution process of your Software. You can opt-out of this requirement by paying a nominal fee and selecting that option in your Account.
  5. TERM. You agree that this Agreement will remain in full force so long as your Software is posted on the Tucows website.
  6. MODIFICATIONS TO AGREEMENT. You agree that we may: (a) revise the terms and conditions of this Agreement; and (b) 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 website. You agree to review our website, 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. 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.
  7. MODIFICATIONS TO YOUR ACCOUNT. In order to change any of your Account Information, you must use your Account Identifier and Password. 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.
  8. CANCELLATION OF PURCHASED SERVICES BY YOU. Should you choose to purchase services offered by Tucows through your Account, with the exception of code signing certificates, any such services may be cancelled by you within 14 days upon written notice to developer@tucows.com or by mail to Tucows address published in section 15 of this agreement, and provided that the services or code signing certificate(s) have not been delivered. If you have purchased a code signing certificate, cancellation can be made up to 30 days after purchase. If the services have been delivered in part, a partial credit may be issued. Should you choose to cancel purchased services after 14 days (or 30 days in the case of code signing certificates) from the date of payment and no services have been delivered, a credit will be issued to your Account which can be used to pay for Tucows services at a future date.
  9. ANNOUNCEMENTS. We 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.
  10. 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. (a) loss or liability resulting from access delays or access interruptions;
    2. (b) loss or liability resulting from data non-delivery or data mis-delivery;
    3. (c) loss or liability resulting from Acts of God;
    4. (d) loss or liability resulting from the unauthorized use or misuse of your account identifier or password;
    5. (e) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement;
    6. (f) 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.
  11. INDEMNITY. You agree to release, indemnify, and hold Tucows, its contractors, our agents, employees, officers, directors, affiliates harmless from all liabilities, claims and expenses (including reasonable counsel fees).
  12. 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 a 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.
  13. REVOCATION. Your wilful provision of inaccurate or unreliable information, your wilful failure promptly to update information provided to us, or your failure to respond 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. Any voluntary information we request is collected such that we can continue to improve the products and services offered to you. We reserve the right to immediately terminate this Agreement and to remove your Software from our website(s) and/or our co-branded websites in the event that we receive any allegations regarding the validity of your intellectual property rights in and to the Software.
  14. 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.
  15. 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.
  16. 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.
  17. 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 be given when the sender has obtained an electronic confirmation of delivery. In the case of e-mail, notification shall be sent to developer@tucows.com. 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 shall be sent to:
    Tucows Inc.
    Attention: Tucows ARC
    Tucows Inc.
    96 Mowat Avenue
    Toronto, ON
    Canada M6K 3M1
  18. ENTIRETY. You agree that this Agreement, the rules and policies published by us are the complete and exclusive agreement between you and us regarding our Services. This Agreement supersedes all prior agreements and understandings, whether established by custom, practice, policy or precedent.
  19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, CANADA. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN ONTARIO AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.
  20. INFANCY. You attest that you are of legal age to enter into this Agreement.
  21. 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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