[GRAPHIC OMITTED]
[ICANN LOGO] REGISTRAR ACCREDITATION
AGREEMENT
--------------------------------------------------------------------------------
This REGISTRAR ACCREDITATION AGREEMENT ("Agreement") is by and between the
Internet Corporation for Assigned Names and Numbers ("ICANN"), a California
non-profit, public benefit corporation, and XXXXXXXX.XXX, INC., a Delaware
Corporation ("Registrar"), and shall be deemed made on 27 April 2005 at Los
Angeles, California, USA.
1 DEFINITIONS. For purposes of this Agreement, the following definitions shall
apply:
1.1 "Accredit" means to identify and set minimum standards for the
performance of registration functions, to recognize persons or
entities meeting those standards, and to enter into an accreditation
agreement that sets forth the rules and procedures applicable to the
provision of Registrar Services.
1.2 "DNS" refers to the Internet domain-name system.
1.3 The "Effective Date" is 27 April 2005.
1.4 The "Expiration Date" is 26 April 2010.
1.5 "ICANN" refers to the Internet Corporation for Assigned Names and
Numbers, a party to this Agreement.
1.6 "Personal Data" refers to data about any identified or identifiable
natural person.
1.7 "Registered Name" refers to a domain name within the domain of a TLD
that is the subject of an appendix to this Agreement, whether
consisting of two or more (e.g., xxxx.xxxxx.xxxx) levels, about which
a TLD Registry Operator (or an affiliate engaged in providing
Registry Services) maintains data in a Registry Database, arranges
for such maintenance, or derives revenue from such maintenance. A
name in a Registry Database may be a Registered Name even though it
does not appear in a zone file (e.g., a registered but inactive
name).
1.8 "Registered Name Holder" means the holder of a Registered Name.
1.9 The word "Registrar," when appearing with an initial capital letter,
refers to Xxxxxxxx.xxx, Inc., a party to this Agreement.
1.10 The word "registrar," when appearing without an initial capital
letter, refers to a person or entity that contracts with Registered
Name Holders and with a Registry Operator and collects registration
data about the Registered Name Holders and submits registration
information for entry in the Registry Database.
1.11 "Registrar Services" means services provided by a registrar in
connection with a TLD as to which it has an agreement with the TLD's
Registry Operator, and includes contracting with Registered Name
Holders, collecting registration data
-1-
about the Registered Name Holders, and submitting registration
information for entry in the Registry Database.
1.12 "Registry Data" means all Registry Database data maintained in
electronic form, and shall include TLD Zone-File Data, all data used
to provide Registry Services and submitted by registrars in
electronic form, and all other data used to provide Registry Services
concerning particular domain name registrations or nameservers
maintained in electronic form in a Registry Database.
1.13 "Registry Database" means a database comprised of data about one or
more DNS domain names within the domain of a registry that is used to
generate either DNS resource records that are published
authoritatively or responses to domain-name availability lookup
requests or Whois queries, for some or all of those names.
1.14 A "Registry Operator" is the person or entity then responsible, in
accordance with an agreement between ICANN (or its assignee) and that
person or entity (those persons or entities) or, if that agreement is
terminated or expires, in accordance with an agreement between the US
Government and that person or entity (those persons or entities), for
providing Registry Services for a specific TLD.
1.15 "Registry Services," with respect to a particular TLD, shall have the
meaning defined in the agreement between ICANN and the Registry
Operator for that TLD.
1.16 A Registered Name is "sponsored" by the registrar that placed the
record associated with that registration into the registry.
Sponsorship of a registration may be changed at the express direction
of the Registered Name Holder or, in the event a registrar loses
accreditation, in accordance with then-current ICANN specifications
and policies.
1.17 "Term of this Agreement" begins on the Effective Date and continues
to the earlier of (a) the Expiration Date, or (b) termination of this
Agreement.
1.18 A "TLD" is a top-level domain of the DNS.
1.19 "TLD Zone-File Data" means all data contained in a DNS zone file for
the registry, or for any subdomain for which Registry Services are
provided and that contains Registered Names, as provided to
nameservers on the Internet.
2 ICANN OBLIGATIONS.
2.1 Accreditation. During the Term of this Agreement, Registrar is hereby
accredited by ICANN to act as a registrar (including to insert and
renew registration of Registered Names in the Registry Database) for
the TLD(s) that are the subject of appendices to this Agreement
according to Subsection 5.5.
2.2 Registrar Use of ICANN Name and Website. ICANN hereby grants to
Registrar a non-exclusive, worldwide, royalty-free license during the
Term of this Agreement (a) to state that it is accredited by ICANN as
a registrar for each TLD that is the subject of an appendix to this
Agreement and (b) to link to pages and documents within the ICANN web
site. No other use of ICANN's name or
-2-
website is licensed hereby. This license may not be assigned or
sublicensed by Registrar.
2.3 General Obligations of ICANN. With respect to all matters that impact
the rights, obligations, or role of Registrar, ICANN shall during the
Term of this Agreement:
2.3.1 exercise its responsibilities in an open and transparent
manner;
2.3.2 not unreasonably restrain competition and, to the extent
feasible, promote and encourage robust competition;
2.3.3 not apply standards, policies, procedures or practices
arbitrarily, unjustifiably, or inequitably and not single out
Registrar for disparate treatment unless justified by
substantial and reasonable cause; and
2.3.4 ensure, through its reconsideration and independent review
policies, adequate appeal procedures for Registrar, to the
extent it is adversely affected by ICANN standards, policies,
procedures or practices.
3 REGISTRAR OBLIGATIONS.
3.1 Obligations to Provide Registrar Services. During the Term of this
Agreement, Registrar agrees that it will operate as a registrar for
each TLD for which it is accredited by ICANN in accordance with this
Agreement.
3.2 Submission of Registered Name Holder Data to Registry. During the
Term of this Agreement:
3.2.1 As part of its registration of Registered Names in a TLD as
to which it is accredited, Registrar shall submit to, or
shall place in the Registry Database operated by, the
Registry Operator for the TLD the following data elements:
3.2.1.1 The name of the Registered Name being registered;
3.2.1.2 The IP addresses of the primary nameserver and
secondary nameserver(s) for the Registered Name;
3.2.1.3 The corresponding names of those nameservers;
3.2.1.4 Unless automatically generated by the registry
system, the identity of the Registrar;
3.2.1.5 Unless automatically generated by the registry
system, the expiration date of the registration;
and
3.2.1.6 Any other data the Registry Operator requires be
submitted to it.
The appendix to this Agreement for a particular TLD may state
substitute language for Subsections 3.2.1.1 through 3.2.1.6
as applicable to that TLD; in that event the substitute
language shall
-3-
replace and supersede Subsections 3.2.1.1 through 3.2.1.6
stated above for all purposes under this Agreement but only
with respect to that particular TLD.
3.2.2 Within five (5) business days after receiving any updates
from the Registered Name Holder to the data elements listed
in Subsections 3.2.1.2, 3.1.2.3, and 3.2.1.6 for any
Registered Name Registrar sponsors, Registrar shall submit
the updated data elements to, or shall place those elements
in the Registry Database operated by the Registry Operator.
3.2.3 In order to allow reconstitution of the Registry Database in
the event of an otherwise unrecoverable technical failure or
a change in the designated Registry Operator, within ten days
of any such request by ICANN, Registrar shall submit an
electronic database containing the data elements listed in
Subsections 3.2.1.1 through 3.2.1.6 for all active records in
the registry sponsored by Registrar, in a format specified by
ICANN, to the Registry Operator for the appropriate TLD.
3.3 Public Access to Data on Registered Names. During the Term of this
Agreement:
3.3.1 At its expense, Registrar shall provide an interactive web
page and a port 43 Whois service providing free public
query-based access to upto-date (i.e., updated at least
daily) data concerning all active Registered Names sponsored
by Registrar for each TLD for which it is accredited. The
data accessible shall consist of elements that are designated
from time to time according to an ICANN adopted specification
or policy. Until ICANN otherwise specifies by means of an
ICANN adopted specification or policy, this data shall
consist of the following elements as contained in Registrar's
database:
3.3.1.1 The name of the Registered Name;
3.3.1.2 The names of the primary nameserver and secondary
nameserver(s) for the Registered Name;
3.3.1.3 The identity of Registrar (which may be provided
through Registrar's website);
3.3.1.4 The original creation date of the registration;
3.3.1.5 The expiration date of the registration;
3.3.1.6 The name and postal address of the Registered Name
Holder;
3.3.1.7 The name, postal address, e-mail address, voice
telephone number, and (where available) fax number
of the technical contact for the Registered Name;
and
-4-
3.3.1.8 The name, postal address, e-mail address, voice
telephone number, and (where available) fax number
of the administrative contact for the Registered
Name.
The appendix to this Agreement for a particular TLD may state
substitute language for Subsections 3.3.1.1 through 3.3.1.8
as applicable to that TLD; in that event the substitute
language shall replace and supersede Subsections 3.3.1.1
through 3.3.1.8 stated above for all purposes under this
Agreement but only with respect to that particular TLD.
3.3.2 Upon receiving any updates to the data elements listed in
Subsections 3.3.1.2, 3.3.1.3, and 3.3.1.5 through 3.3.1.8
from the Registered Name Holder, Registrar shall promptly
update its database used to provide the public access
described in Subsection 3.3.1.
3.3.3 Registrar may subcontract its obligation to provide the
public access described in Subsection 3.3.1 and the updating
described in Subsection 3.3.2, provided that Registrar shall
remain fully responsible for the proper provision of the
access and updating.
3.3.4 Registrar shall abide by any ICANN specification or policy
established as a Consensus Policy according to Section 4 that
requires registrars to cooperatively implement a distributed
capability that provides querybased Whois search
functionality across all registrars. If the Whois service
implemented by registrars does not in a reasonable time
provide reasonably robust, reliable, and convenient access to
accurate and up-to-date data, the Registrar shall abide by
any ICANN specification or policy established as a Consensus
Policy according to Section 4 requiring Registrar, if
reasonably determined by ICANN to be necessary (considering
such possibilities as remedial action by specific
registrars), to supply data from Registrar's database to
facilitate the development of a centralized Whois database
for the purpose of providing comprehensive Registrar Whois
search capability.
3.3.5 In providing query-based public access to registration data
as required by Subsections 3.3.1 and 3.3.4, Registrar shall
not impose terms and conditions on use of the data provided,
except as permitted by policy established by ICANN. Unless
and until ICANN establishes a different policy according to
Section 4, Registrar shall permit use of data it provides in
response to queries for any lawful purposes except to: (a)
allow, enable, or otherwise support the transmission by
e-mail, telephone, or facsimile of mass, unsolicited,
commercial advertising or solicitations to entities other
than the data recipient's own existing customers; or (b)
enable high volume, automated, electronic processes that send
queries or data to the systems of any Registry Operator or
ICANN-Accredited registrar, except as reasonably necessary to
register domain names or modify existing registrations.
-5-
-6-
3.3.6 In addition, Registrar shall provide third-party bulk access
to the data subject to public access under Subsection 3.3.1
under the following terms and conditions:
3.3.6.1 Registrar shall make a complete electronic copy of
the data available at least one time per week for
download by third parties who have entered into a
bulk access agreement with Registrar.
3.3.6.2 Registrar may charge an annual fee, not to exceed
US$10,000, for such bulk access to the data.
3.3.6.3 Registrar's access agreement shall require the
third party to agree not to use the data to allow,
enable, or otherwise support the transmission by
e-mail, telephone, or facsimile of mass,
unsolicited, commercial advertising or
solicitations to entities other than such third
party's own existing customers.
3.3.6.4 Registrar's access agreement shall require the
third party to agree not to use the data to enable
high-volume, automated, electronic processes that
send queries or data to the systems of any Registry
Operator or ICANNAccredited registrar, except as
reasonably necessary to register domain names or
modify existing registrations.
3.3.6.5 Registrar's access agreement may require the third
party to agree not to sell or redistribute the data
except insofar as it has been incorporated by the
third party into a valueadded product or service
that does not permit the extraction of a
substantial portion of the bulk data from the
value-added product or service for use by other
parties.
3.3.6.6 Registrar may enable Registered Name Holders who
are individuals to elect not to have Personal Data
concerning their registrations available for bulk
access for marketing purposes based on Registrar's
"Opt-Out" policy, and if Registrar has such a
policy, Registrar shall require the third party to
abide by the terms of that Opt-Out policy;
provided, however, that Registrar may not use such
data subject to opt-out for marketing purposes in
its own valueadded product or service.
3.3.7 Registrar's obligations under Subsection 3.3.6 shall remain
in effect until the earlier of (a) replacement of this policy
with a different ICANN policy, established according to
Section 4, governing bulk access to the data subject to
public access under Subsection 3.3.1, or (b) demonstration,
to the satisfaction of the United States Department of
Commerce, that no individual or entity is able to exercise
market
-6-
power with respect to registrations or with respect to
registration data used for development of value-added
products and services by third parties.
3.3.8 To comply with applicable statutes and regulations and for
other reasons, ICANN may from time to time adopt policies and
specifications establishing limits (a) on the Personal Data
concerning Registered Names that Registrar may make available
to the public through a public-access service described in
this Subsection 3.3 and (b) on the manner in which Registrar
may make such data available. In the event ICANN adopts any
such policy, Registrar shall abide by it.
3.4 Retention of Registered Name Holder and Registration Data.
3.4.1 During the Term of this Agreement, Registrar shall maintain
its own electronic database, as updated from time to time,
containing data for each active Registered Name sponsored by
it within each TLD for which it is accredited. The data for
each such registration shall include the elements listed in
Subsections 3.3.1.1 through 3.3.1.8; the name and (where
available) postal address, e-mail address, voice telephone
number, and fax number of the billing contact; and any other
Registry Data that Registrar has submitted to the Registry
Operator or placed in the Registry Database under Subsection
3.2.
3.4.2 During the Term of this Agreement and for three years
thereafter, Registrar (itself or by its agent(s)) shall
maintain the following records relating to its dealings with
the Registry Operator(s) and Registered Name Holders:
3.4.2.1 In electronic form, the submission date and time,
and the content, of all registration data
(including updates) submitted in electronic form to
the Registry Operator(s);
3.4.2.2 In electronic, paper, or microfilm form, all
written communications constituting registration
applications, confirmations, modifications, or
terminations and related correspondence with
Registered Name Holders, including registration
contracts; and
3.4.2.3 In electronic form, records of the accounts of all
Registered Name Holders with Registrar, including
dates and amounts of all payments and refunds.
3.4.3 During the Term of this Agreement and for three years
thereafter, Registrar shall make these records available for
inspection and copying by ICANN upon reasonable notice. ICANN
shall not disclose the content of such records except as
expressly permitted by an ICANN specification or policy.
-7-
3.5 Rights in Data. Registrar disclaims all rights to exclusive ownership
or use of the data elements listed in Subsections 3.2.1.1 through
3.2.1.3 for all Registered Names submitted by Registrar to the
Registry Database for, or sponsored by Registrar in, each TLD for
which it is accredited. Registrar does not disclaim rights in the
data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and
Subsections 3.3.1.3 through 3.3.1.8 concerning active Registered
Names sponsored by it in each TLD for which it is accredited, and
agrees to grant nonexclusive, irrevocable, royalty-free licenses to
make use of and disclose the data elements listed in Subsections
3.2.1.4 through 3.2.1.6 and 3.3.1.3 through 3.3.1.8 for the purpose
of providing a service or services (such as a Whois service under
Subsection 3.3.4) providing interactive, query-based public access.
Upon a change in sponsorship from Registrar of any Registered Name in
a TLD for which it is accredited, Registrar acknowledges that the
registrar gaining sponsorship shall have the rights of an owner to
the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and
3.3.1.3 through 3.3.1.8 concerning that Registered Name, with
Registrar also retaining the rights of an owner in that data. Nothing
in this Subsection prohibits Registrar from (1) restricting bulk
public access to data elements in a manner consistent with this
Agreement and any ICANN specifications or policies or (2)
transferring rights it claims in data elements subject to the
provisions of this Subsection.
3.6 Data Escrow. During the Term of this Agreement, on a schedule, under
the terms, and in the format specified by ICANN, Registrar shall
submit an electronic copy of the database described in Subsection
3.4.1 to ICANN or, at Registrar's election and at its expense, to a
reputable escrow agent mutually approved by Registrar and ICANN, such
approval also not to be unreasonably withheld by either party. The
data shall be held under an agreement among Registrar, ICANN, and the
escrow agent (if any) providing that (1) the data shall be received
and held in escrow, with no use other than verification that the
deposited data is complete, consistent, and in proper format, until
released to ICANN; (2) the data shall be released from escrow upon
expiration without renewal or termination of this Agreement; and (3)
ICANN's rights under the escrow agreement shall be assigned with any
assignment of this Agreement. The escrow shall provide that in the
event the escrow is released under this Subsection, ICANN (or its
assignee) shall have a non-exclusive, irrevocable, royalty-free
license to exercise (only for transitional purposes) or have
exercised all rights necessary to provide Registrar Services.
3.7 Business Dealings, Including with Registered Name Holders.
3.7.1 In the event ICANN adopts a specification or policy,
supported by a consensus of ICANN-Accredited registrars,
establishing or approving a Code of Conduct for
ICANN-Accredited registrars, Registrar shall abide by that
Code.
3.7.2 Registrar shall abide by applicable laws and governmental
regulations.
3.7.3 Registrar shall not represent to any actual or potential
Registered Name Holder that Registrar enjoys access to a
registry for which
-8-
Registrar is Accredited that is superior to that of any other
registrar Accredited for that registry.
3.7.4 Registrar shall not activate any Registered Name unless and
until it is satisfied that it has received a reasonable
assurance of payment of its registration fee. For this
purpose, a charge to a credit card, general commercial terms
extended to creditworthy customers, or other mechanism
providing a similar level of assurance of payment shall be
sufficient, provided that the obligation to pay becomes final
and nonrevocable by the Registered Name Holder upon
activation of the registration.
3.7.5 Registrar shall register Registered Names to Registered Name
Holders only for fixed periods. At the conclusion of the
registration period, failure by or on behalf of the
Registered Name Holder to pay a renewal fee within the time
specified in a second notice or reminder shall, in the
absence of extenuating circumstances, result in cancellation
of the registration. In the event that ICANN adopts a
specification or policy concerning procedures for handling
expiration of registrations, Registrar shall abide by that
specification or policy.
3.7.6 Registrar shall not insert or renew any Registered Name in
any registry for which Registrar is accredited by ICANN in a
manner contrary to an ICANN policy stating a list or
specification of excluded Registered Names that is in effect
at the time of insertion or renewal.
3.7.7 Registrar shall require all Registered Name Holders to enter
into an electronic or paper registration agreement with
Registrar including at least the following provisions:
3.7.7.1 The Registered Name Holder shall provide to
Registrar accurate and reliable contact details and
promptly correct and update them during the term of
the Registered Name registration, including: the
full name, postal address, e-mail address, voice
telephone number, and fax number if available of
the Registered Name Holder; name of authorized
person for contact purposes in the case of an
Registered Name Holder that is an organization,
association, or corporation; and the data elements
listed in Subsections 3.3.1.2, 3.3.1.7 and 3.3.1.8.
3.7.7.2 A Registered Name Holder's willful provision of
inaccurate or unreliable information, its willful
failure promptly to update information provided to
Registrar, or its failure to respond for over
fifteen calendar days to inquiries by Registrar
concerning the accuracy of contact details
associated with the Registered Name Holder's
registration shall constitute a material breach of
the Registered Name
-9-
Holder-registrar contract and be a basis for
cancellation of the Registered Name registration.
3.7.7.3 Any Registered Name Holder that intends to license
use of a domain name to a third party is
nonetheless the Registered Name Holder of record
and is responsible for providing its 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 Registered Name. A Registered Name Holder
licensing use of a Registered Name according to
this provision shall accept liability for harm
caused by wrongful use of the Registered Name,
unless it promptly discloses the identity of the
licensee to a party providing the Registered Name
Holder reasonable evidence of actionable harm.
3.7.7.4 Registrar shall provide notice to each new or
renewed Registered Name Holder stating:
3.7.7.4.1 The purposes for which any Personal Data
collected from the applicant are
intended;
3.7.7.4.2 The intended recipients or categories of
recipients of the data (including the
Registry Operator and others who will
receive the data from Registry
Operator);
3.7.7.4.3 Which data are obligatory and which
data, if any, are voluntary; and
3.7.7.4.4 How the Registered Name Holder or data
subject can access and, if necessary,
rectify the data held about them.
3.7.7.5 The Registered Name Holder shall consent to the
data processing referred to in Subsection 3.7.7.4.
3.7.7.6 The Registered Name Holder shall represent that
notice has been provided equivalent to that
described in Subsection 3.7.7.4 to any third-party
individuals whose Personal Data are supplied to
Registrar by the Registered Name Holder, and that
the Registered Name Holder has obtained consent
equivalent to that referred to in Subsection
3.7.7.5 of any such third-party individuals.
3.7.7.7 Registrar shall agree that it will not process the
Personal Data collected from the Registered Name
Holder in a way incompatible with the purposes and
other limitations about
-10-
which it has provided notice to the Registered Name
Holder in accordance with Subsection 3.7.7.4 above.
3.7.7.8 Registrar shall agree that it will take reasonable
precautions to protect Personal Data from loss,
misuse, unauthorized access or disclosure,
alteration, or destruction.
3.7.7.9 The Registered Name Holder shall represent that, to
the best of the Registered Name Holder's knowledge
and belief, neither the registration of the
Registered Name nor the manner in which it is
directly or indirectly used infringes the legal
rights of any third party.
3.7.7.10 For the adjudication of disputes concerning or
arising from use of the Registered Name, the
Registered Name Holder shall submit, without
prejudice to other potentially applicable
jurisdictions, to the jurisdiction of the courts
(1) of the Registered Name Holder's domicile and
(2) where Registrar is located.
3.7.7.11 The Registered Name Holder shall agree that its
registration of the Registered Name shall be
subject to suspension, cancellation, or transfer
pursuant to any ICANN adopted specification or
policy, or pursuant to any registrar or registry
procedure not inconsistent with an ICANN adopted
specification or policy, (1) to correct mistakes by
Registrar or the Registry Operator in registering
the name or (2) for the resolution of disputes
concerning the Registered Name.
3.7.7.12 The Registered Name Holder shall indemnify and hold
harmless the Registry Operator and its directors,
officers, employees, and agents from and against
any and all claims, damages, liabilities, costs,
and expenses (including reasonable legal fees and
expenses) arising out of or related to the
Registered Name Holder's domain name registration.
3.7.8 Registrar shall abide by any specifications or policies
established according to Section 4 requiring reasonable and
commercially practicable (a) verification, at the time of
registration, of contact information associated with a
Registered Name sponsored by Registrar or (b) periodic
re-verification of such information. Registrar shall, upon
notification by any person of an inaccuracy in the contact
information associated with a Registered Name sponsored by
Registrar, take reasonable steps to investigate that claimed
inaccuracy. In the event Registrar learns of inaccurate
contact
-11-
information associated with a Registered Name it sponsors, it
shall take reasonable steps to correct that inaccuracy.
3.7.9 Registrar shall abide by any ICANN adopted specifications or
policies prohibiting or restricting warehousing of or
speculation in domain names by registrars.
3.7.10 Nothing in this Agreement prescribes or limits the amount
Registrar may charge Registered Name Holders for registration
of Registered Names.
3.8 Domain-Name Dispute Resolution. During the Term of this Agreement,
Registrar shall have in place a policy and procedures for resolution
of disputes concerning Registered Names. Until different policies and
procedures are established by ICANN under Section 4, Registrar shall
comply with the Uniform Domain Name Dispute Resolution Policy
identified on ICANN's website
(xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxx-xxxxxxxx.xxx).
3.9 Accreditation Fees. As a condition of accreditation, Registrar shall
pay accreditation fees to ICANN. These fees consist of yearly and
variable fees.
3.9.1 Yearly Accreditation Fee. Registrar shall pay ICANN a yearly
accreditation fee in an amount established by the ICANN Board
of Directors, in conformity with ICANN's bylaws and articles
of incorporation. This yearly accreditation fee shall not
exceed US$4,000 for the first TLD for which Registrar is
Accredited plus US$500 for each additional TLD for which
Registrar is Accredited at any time during the year. Payment
of the yearly fee shall be due within thirty days after
invoice from ICANN.
3.9.2 Variable Accreditation Fee. Registrar shall pay the variable
accreditation fees established by the ICANN Board of
Directors, in conformity with ICANN's bylaws and articles of
incorporation, provided that in each case such fees are
reasonably allocated among all registrars that contract with
ICANN and that any such fees must be expressly approved by
registrars accounting, in the aggregate, for payment of
two-thirds of all registrar-level fees. Registrar shall pay
such fees in a timely manner for so long as all material
terms of this Agreement remain in full force and effect, and
notwithstanding the pendency of any dispute between Registrar
and ICANN.
3.9.3 On reasonable notice given by ICANN to Registrar, accountings
submitted by Registrar shall be subject to verification by an
audit of Registrar's books and records by an independent
third-party that shall preserve the confidentiality of such
books and records (other than its findings as to the accuracy
of, and any necessary corrections to, the accountings).
-12-
3.10 Insurance. Registrar shall maintain in force commercial general
liability insurance with policy limits of at least US$500,000
covering liabilities arising from Registrar's registrar business
during the term of this Agreement.
4 PROCEDURES FOR ESTABLISHMENT OR REVISION OF SPECIFICATIONS AND POLICIES.
4.1 Registrar's Ongoing Obligation to Comply With New or Revised
Specifications and Policies. During the Term of this Agreement,
Registrar shall comply with the terms of this Agreement on the
schedule set forth in Subsection 4.4, with
4.1.1 new or revised specifications (including forms of agreement
to which Registrar is a party) and policies established by
ICANN as Consensus Policies in the manner described in
Subsection 4.3,
4.1.2 in cases where:
4.1.2.1 this Agreement expressly provides for compliance
with revised specifications or policies established
in the manner set forth in one or more subsections
of this Section 4; or
4.1.2.2 the specification or policy concerns one or more
topics described in Subsection 4.2.
4.2 Topics for New and Revised Specifications and Policies. New and
revised specifications and policies may be established on the
following topics:
4.2.1 issues for which uniform or coordinated resolution is
reasonably necessary to facilitate interoperability,
technical reliability, and/or operational stability of
Registrar Services, Registry Services, the DNS, or the
Internet;
4.2.2 registrar policies reasonably necessary to implement ICANN
policies or specifications relating to a DNS registry or to
Registry Services;
4.2.3 resolution of disputes concerning the registration of
Registered Names (as opposed to the use of such domain
names), including where the policies take into account use of
the domain names;
4.2.4 principles for allocation of Registered Names (e.g.,
first-come/first served, timely renewal, holding period after
expiration);
4.2.5 prohibitions on warehousing of or speculation in domain names
by registries or registrars;
4.2.6 maintenance of and access to accurate and up-to-date contact
information regarding Registered Names and nameservers;
4.2.7 reservation of Registered Names that may not be registered
initially or that may not be renewed due to reasons
reasonably related to (a) avoidance of confusion among or
misleading of users, (b) intellectual
-13-
property, or (c) the technical management of the DNS or the
Internet (e.g., "xxxxxxx.xxx" and names with
single-letter/digit labels);
4.2.8 procedures to avoid disruptions of registration due to
suspension or termination of operations by a registry
operator or a registrar, including allocation of
responsibility among continuing registrars of the Registered
Names sponsored in a TLD by a registrar losing accreditation;
and
4.2.9 the transfer of registration data upon a change in registrar
sponsoring one or more Registered Names.
Nothing in this Subsection 4.2 shall limit Registrar's
obligations as set forth elsewhere in this Agreement.
4.3 Manner of Establishment of New and Revised Specifications and
Policies.
4.3.1 "Consensus Policies" are those specifications or policies
established based on a consensus among Internet stakeholders
represented in the ICANN process, as demonstrated by (a)
action of the ICANN Board of Directors establishing the
specification or policy, (b) a recommendation, adopted by at
least a two-thirds vote of the council of the ICANN
Supporting Organization to which the matter is delegated,
that the specification or policy should be established, and
(c) a written report and supporting materials (which must
include all substantive submissions to the Supporting
Organization relating to the proposal) that (i) documents the
extent of agreement and disagreement among impacted groups,
(ii) documents the outreach process used to seek to achieve
adequate representation of the views of groups that are
likely to be impacted, and (iii) documents the nature and
intensity of reasoned support and opposition to the proposed
policy.
4.3.2 In the event that Registrar disputes the presence of such a
consensus, it shall seek review of that issue from an
Independent Review Panel established under ICANN's bylaws.
Such review must be sought within fifteen working days of the
publication of the Board's action establishing the policy.
The decision of the panel shall be based on the report and
supporting materials required by Subsection 4.3.1. In the
event that Registrar seeks review and the Independent Review
Panel sustains the Board's determination that the policy is
based on a consensus among Internet stakeholders represented
in the ICANN process, then Registrar must implement such
policy unless it promptly seeks and obtains a stay or
injunctive relief under Subsection 5.6.
4.3.3 If, following a decision by the Independent Review Panel
convened under Subsection 4.3.2, Registrar still disputes the
presence of such a consensus, it may seek further review of
that issue within fifteen
-14-
working days of publication of the decision in accordance
with the dispute resolution procedures set forth in
Subsection 5.6; provided, however, that Registrar must
continue to implement the policy unless it has obtained a
stay or injunctive relief under Subsection 5.6 or a final
decision is rendered in accordance with the provisions of
Subsection 5.6 that relieves Registrar of such obligation.
The decision in any such further review shall be based on the
report and supporting materials required by Subsection 4.3.1.
4.3.4 A specification or policy established by the ICANN Board of
Directors on a temporary basis, without a prior
recommendation by the council of an ICANN Supporting
Organization, shall also be considered to be a Consensus
Policy if adopted by the ICANN Board of Directors by a vote
of at least two-thirds of its members, so long as the Board
reasonably determines that immediate temporary establishment
of a specification or policy on the subject is necessary to
maintain the operational stability of Registrar Services,
Registry Services, the DNS, or the Internet, and that the
proposed specification or policy is as narrowly tailored as
feasible to achieve those objectives. In establishing any
specification or policy under this provision, the ICANN Board
of Directors shall state the period of time for which the
specification or policy is temporarily adopted and shall
immediately refer the matter to the appropriate Supporting
Organization for its evaluation and review with a detailed
explanation of its reasons for establishing the temporary
specification or policy and why the Board believes the policy
should receive the consensus support of Internet
stakeholders. If the period of time for which the
specification or policy is adopted exceeds ninety days, the
Board shall reaffirm its temporary establishment every ninety
days for a total period not to exceed one year, in order to
maintain such specification or policy in effect until such
time as it meets the standard set forth in Subsection 4.3.1.
If the standard set forth in Subsection 4.3.1 is not met
within the temporary period set by the Board, or the council
of the Supporting Organization to which it has been referred
votes to reject the temporary specification or policy, it
will no longer be a "Consensus Policy."
4.3.5 For all purposes under this Agreement, the policies
specifically identified by ICANN on its website
(xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxx-xxxxxxxx.xxx) at the date of
this Agreement as having been adopted by the ICANN Board of
Directors before the date of this Agreement shall be treated
in the same manner and have the same effect as "Consensus
Policies" and accordingly shall not be subject to review
under Subsection 4.3.2.
4.3.6 In the event that, at the time the ICANN Board of Directors
establishes a specification or policy under Subsection 4.3.1
during the Term of this Agreement, ICANN does not have in
place an Independent Review Panel established under ICANN's
bylaws, the fifteen-working-day period allowed under
Subsection 4.3.2 to seek review shall be
-15-
extended until fifteen working days after ICANN does have
such an Independent Review Panel in place and Registrar shall
not be obligated to comply with the specification or policy
in the interim.
4.4 Time Allowed for Compliance. Registrar shall be afforded a reasonable
period of time after receiving notice of the establishment of a
specification or policy under Subsection 4.3 in which to comply with
that specification or policy, taking into account any urgency
involved.
5 MISCELLANEOUS PROVISIONS.
5.1 Specific Performance. While this Agreement is in effect, either party
may seek specific performance of any provision of this Agreement in
the manner provided in Section 5.6 below, provided the party seeking
such performance is not in material breach of its obligations.
5.2 Termination of Agreement by Registrar. This Agreement may be
terminated before its expiration by Registrar by giving ICANN thirty
days written notice. Upon such termination by Registrar, Registrar
shall not be entitled to any refund of fees paid to ICANN pursuant to
this Agreement.
5.3 Termination of Agreement by ICANN. This Agreement may be terminated
before its expiration by ICANN in any of the following circumstances:
5.3.1 There was a material misrepresentation, material inaccuracy,
or materially misleading statement in Registrar's application
for accreditation or any material accompanying the
application.
5.3.2 Registrar:
5.3.2.1 is convicted by a court of competent jurisdiction
of a felony or other serious offense related to
financial activities, or is judged by a court of
competent jurisdiction to have committed fraud or
breach of fiduciary duty, or is the subject of a
judicial determination that ICANN reasonably deems
as the substantive equivalent of those offenses; or
5.3.2.2 is disciplined by the government of its domicile
for conduct involving dishonesty or misuse of funds
of others.
5.3.3 Any officer or director of Registrar is convicted of a felony
or of a misdemeanor related to financial activities, or is
judged by a court to have committed fraud or breach of
fiduciary duty, or is the subject of a judicial determination
that ICANN deems as the substantive equivalent of any of
these; provided, such officer or director is not removed in
such circumstances.
5.3.4 Registrar fails to cure any breach of this Agreement (other
than a failure to comply with a policy adopted by ICANN
during the term of this Agreement as to which Registrar is
seeking, or still has time to seek, review under Subsection
4.3.2 of whether a consensus is
-16-
present) within fifteen working days after ICANN gives
Registrar notice of the breach.
5.3.5 Registrar fails to comply with a ruling granting specific
performance under Subsections 5.1 and 5.6.
5.3.6 Registrar continues acting in a manner that ICANN has
reasonably determined endangers the stability or operational
integrity of the Internet after receiving three days notice
of that determination. 5.3.7 Registrar becomes bankrupt or
insolvent.
This Agreement may be terminated in circumstances described in
Subsections 5.3.1 - 5.3.6 above only upon fifteen days written notice
to Registrar (in the case of Subsection 5.3.4 occurring after
Registrar's failure to cure), with Registrar being given an
opportunity during that time to initiate arbitration under Subsection
5.6 to determine the appropriateness of termination under this
Agreement. In the event Registrar initiates litigation or arbitration
concerning the appropriateness of termination by ICANN, the
termination shall be stayed an additional thirty days to allow
Registrar to obtain a stay of termination under Subsection 5.6 below.
If Registrar acts in a manner that ICANN reasonably determines
endangers the stability or operational integrity of the Internet and
upon notice does not immediately cure, ICANN may suspend this
Agreement for five working days pending ICANN's application for more
extended specific performance or injunctive relief under Subsection
5.6. This Agreement may be terminated immediately upon notice to
Registrar in circumstance described in Subsection 5.3.7 above.
5.4 Term of Agreement; Renewal; Right to Substitute Updated Agreement.
This Agreement shall be effective on the Effective Date and shall
have an initial term running until the Expiration Date, unless sooner
terminated. Thereafter, if Registrar seeks to continue its
accreditation, it may apply for renewed accreditation, and shall be
entitled to renewal provided it meets the ICANNadopted specification
or policy on accreditation criteria then in effect, is in compliance
with its obligations under this Agreement, as it may be amended, and
agrees to be bound by terms and conditions of the then-current
Registrar accreditation agreement (which may differ from those of
this Agreement) that ICANN adopts in accordance with Subsection 2.3
and Subsection 4.3. In connection with renewed accreditation,
Registrar shall confirm its assent to the terms and conditions of the
then-current Registrar accreditation agreement by signing that
accreditation agreement. In the event that, during the Term of this
Agreement, ICANN posts on its web site an updated form of registrar
accreditation agreement applicable to Accredited registrars,
Registrar (provided it has not received (1) a notice of breach that
it has not cured or (2) a notice of termination of this Agreement
under Subsection 5.3 above) may elect, by giving ICANN written
notice, to enter an agreement in the updated form in place of this
Agreement. In the event of such election, Registrar and ICANN shall
promptly sign a new accreditation agreement that contains the
provisions of the updated form posted on the web site, with the
length of the term of the substituted
-17-
agreement as stated in the updated form posted on the web site,
calculated as if it commenced on the date this Agreement was made,
and this Agreement will be deemed terminated.
5.5 Addition or Deletion of TLDs for Which Registrar Accredited. On the
Effective Date, Registrar shall be accredited according to Subsection
2.1 for each TLD as to which an appendix executed by both parties is
attached to this Agreement. During the Term of this Agreement,
Registrar may request accreditation for any additional TLD(s) by
signing an additional appendix for each additional TLD in the form
prescribed by ICANN and submitting the appendix to ICANN. In the
event ICANN agrees to the request, ICANN will sign the additional
appendix and return a copy of it to Registrar. The mutually signed
appendix shall thereafter be an appendix to this Agreement. During
the Term of this Agreement, Registrar may abandon its accreditation
for any TLD under this Agreement (provided that Registrar will
thereafter remain accredited for at least one TLD under this
Agreement) by giving ICANN written notice specifying the TLD as to
which accreditation is being abandoned. The abandonment shall be
effective thirty days after the notice is given.
5.6 Resolution of Disputes Under this Agreement. Disputes arising under
or in connection with this Agreement, including (1) disputes arising
from ICANN's failure to renew Registrar's accreditation and (2)
requests for specific performance, shall be resolved in a court of
competent jurisdiction or, at the election of either party, by an
arbitration conducted as provided in this Subsection 5.6 pursuant to
the International Arbitration Rules of the American Arbitration
Association ("AAA"). The arbitration shall be conducted in English
and shall occur in Los Angeles County, California, USA. There shall
be three arbitrators: each party shall choose one arbitrator and, if
those two arbitrators do not agree on a third arbitrator, the third
shall be chosen by the AAA. The parties shall bear the costs of the
arbitration in equal shares, subject to the right of the arbitrators
to reallocate the costs in their award as provided in the AAA rules.
The parties shall bear their own attorneys' fees in connection with
the arbitration, and the arbitrators may not reallocate the
attorneys' fees in conjunction with their award. The arbitrators
shall render their decision within ninety days of the conclusion of
the arbitration hearing. In the event Registrar initiates arbitration
to contest the appropriateness of termination of this Agreement by
ICANN, Registrar may at the same time request that the arbitration
panel stay the termination until the arbitration decision is
rendered, and that request shall have the effect of staying the
termination until the arbitration panel has granted an ICANN request
for specific performance and Registrar has failed to comply with such
ruling. In the event Registrar initiates arbitration to contest an
Independent Review Panel's decision under Subsection 4.3.3 sustaining
the Board's determination that a specification or policy is supported
by consensus, Registrar may at the same time request that the
arbitration panel stay the requirement that it comply with the policy
until the arbitration decision is rendered, and that request shall
have the effect of staying the requirement until the decision or
until the arbitration panel has granted an ICANN request for lifting
of the stay. In all litigation involving ICANN concerning this
Agreement (whether in a case where arbitration has not been elected
or to enforce an arbitration award), jurisdiction
-18-
and exclusive venue for such litigation shall be in a court located
in Los Angeles, California, USA; however, the parties shall also have
the right to enforce a judgment of such a court in any court of
competent jurisdiction. For the purpose of aiding the arbitration
and/or preserving the rights of the parties during the pendency of an
arbitration, the parties shall have the right to seek temporary or
preliminary injunctive relief from the arbitration panel or in a
court located in Los Angeles, California, USA, which shall not be a
waiver of this arbitration agreement.
5.7 Limitations on Monetary Remedies for Violations of this Agreement.
ICANN's aggregate monetary liability for violations of this Agreement
shall not exceed the amount of accreditation fees paid by Registrar
to ICANN under Subsection 3.9 of this Agreement. Registrar's monetary
liability to ICANN for violations of this Agreement shall be limited
to accreditation fees owing to ICANN under this Agreement. In no
event shall either party be liable for special, indirect, incidental,
punitive, exemplary, or consequential damages for any violation of
this Agreement.
5.8 Handling by ICANN of Registrar-Supplied Data. Before receiving any
Personal Data from Registrar, ICANN shall specify to Registrar in
writing the purposes for and conditions under which ICANN intends to
use the Personal Data. ICANN may from time to time provide Registrar
with a revised specification of such purposes and conditions, which
specification shall become effective no fewer than thirty days after
it is provided to Registrar. ICANN shall not use Personal Data
provided by Registrar for a purpose or under conditions inconsistent
with the specification in effect when the Personal Data was provided.
ICANN shall take reasonable steps to avoid uses of the Personal Data
by third parties inconsistent with the specification.
5.9 Assignment. Either party may assign or transfer this Agreement only
with the prior written consent of the other party, which shall not be
unreasonably withheld, except that ICANN may, with the written
approval of the United States Department of Commerce, assign this
agreement by giving Registrar written notice of the assignment. In
the event of assignment by ICANN, the assignee may, with the approval
of the United States Department of Commerce, revise the definition of
"Consensus Policy" to the extent necessary to meet the organizational
circumstances of the assignee, provided the revised definition
requires that Consensus Policies be based on a demonstrated consensus
of Internet stakeholders.
5.10 No Third-Party Beneficiaries. This Agreement shall not be construed
to create any obligation by either ICANN or Registrar to any
non-party to this Agreement, including any Registered Name Holder.
5.11 Notices, Designations, and Specifications. All notices to be given
under this Agreement shall be given in writing at the address of the
appropriate party as set forth below, unless that party has given a
notice of change of address in writing. Any notice required by this
Agreement shall be deemed to have been properly given when delivered
in person, when sent by electronic facsimile with receipt of
confirmation of delivery, or when scheduled for delivery by
internationally
-19-
recognized courier service. Designations and specifications by ICANN
under this Agreement shall be effective when written notice of them
is deemed given to Registrar.
If to ICANN, addressed to:
Internet Corporation for Assigned Names and Numbers
Registrar Accreditation
0000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000 XXX
Attention: General Counsel
Telephone: 1/310/000-0000
Facsimile: 1/310/823-8649
If to Registrar, addressed to:
Xxxxxxxx.xxx, Inc.
a Delaware Corporation
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXX
Attention: General Council
Registrar Website URL: xxx.xxxxxxxx.xxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
e-mail: xxxxx@xxxxxxxx.xxx
5.12 Dates and Times. All dates and times relevant to this Agreement or
its performance shall be computed based on the date and time observed
in Los Angeles, California, USA.
5.13 Language. All notices, designations, and specifications made under
this Agreement shall be in the English language.
5.14 Amendments and Waivers. No amendment, supplement, or modification of
this Agreement or any provision hereof shall be binding unless
executed in writing by both parties. No waiver of any provision of
this Agreement shall be binding unless evidenced by a writing signed
by the party waiving compliance with such provision. No waiver of any
of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof, nor shall any such
waiver constitute a continuing waiver unless otherwise expressly
provided.
5.15 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
5.16 Entire Agreement. Except to the extent (a) expressly provided in a
written agreement executed by both parties concurrently herewith or
(b) of written assurances provided by Registrar to ICANN in
connection with its Accreditation, this Agreement (including the
appendices, which form part of it) constitutes the
-20-
entire agreement of the parties pertaining to the accreditation of
Registrar and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, between the
parties on that subject.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
-21-
.BIZ APPENDIX
The Internet Corporation for Assigned Names and Numbers, a California
non-profit, public benefit corporation ("ICANN"), and XXXXXXXX.xxx, INC., a
Delaware Corporation ("Registrar") have entered into a Registrar Accreditation
Agreement ("Registrar Accreditation Agreement"), of which this appendix (".biz
Appendix") is a part.
Registrar wishes to be accredited in the .biz TLD pursuant to and
subject to the Registrar Accreditation Agreement and ICANN wishes to accredit
Registrar in the .biz TLD. Pursuant to and subject to the Registrar
Accreditation Agreement, Registrar and ICANN hereby agree as follows:
1. Definitions. All initially capitalized terms not otherwise defined
herein shall have the definitions assigned to such terms in the Registrar
Accreditation Agreement.
2. Reqistrar Election. Registrar hereby elects and agrees to become
accredited by ICANN to provide Registration Services in the .biz TLD.
3. ICANN's Acceptance. ICANN hereby accepts Registrar's election to
become accredited by ICANN to provide Registration Services in the .biz TLD.
IN WITNESS WHEREOF, the parties hereto have caused this .biz Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
.COM APPENDIX
The Internet Corporation for Assigned Names and Numbers, a California
non-profit, public benefit corporation ("ICANN"), and XXXXXXXX.xxx, INC., a
Delaware Corporation ("Registrar") have entered into a Registrar Accreditation
Agreement ("Registrar Accreditation Agreement"), of which this appendix (".com
Appendix") is a part.
Registrar wishes to be accredited in the .biz TLD pursuant to and
subject to the Registrar Accreditation Agreement and ICANN wishes to accredit
Registrar in the .biz TLD. Pursuant to and subject to the Registrar
Accreditation Agreement, Registrar and ICANN hereby agree as follows:
1. Definitions. All initially capitalized terms not otherwise defined
herein shall have the definitions assigned to such terms in the Registrar
Accreditation Agreement.
2. Reqistrar Election. Registrar hereby elects and agrees to become
accredited by ICANN to provide Registration Services in the .biz TLD.
3. ICANN's Acceptance. ICANN hereby accepts Registrar's election to
become accredited by ICANN to provide Registration Services in the .biz TLD.
IN WITNESS WHEREOF, the parties hereto have caused this .com Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
.INFO APPENDIX
The Internet Corporation for Assigned Names and Numbers, a California
non-profit, public benefit corporation ("ICANN"), and XXXXXXXX.xxx, INC., a
Delaware Corporation ("Registrar") have entered into a Registrar Accreditation
Agreement ("Registrar Accreditation Agreement"), of which this appendix (".info
Appendix") is a part.
Registrar wishes to be accredited in the .biz TLD pursuant to and
subject to the Registrar Accreditation Agreement and ICANN wishes to accredit
Registrar in the .biz TLD. Pursuant to and subject to the Registrar
Accreditation Agreement, Registrar and ICANN hereby agree as follows:
1. Definitions. All initially capitalized terms not otherwise defined
herein shall have the definitions assigned to such terms in the Registrar
Accreditation Agreement.
2. Reqistrar Election. Registrar hereby elects and agrees to become
accredited by ICANN to provide Registration Services in the .biz TLD.
3. ICANN's Acceptance. ICANN hereby accepts Registrar's election to
become accredited by ICANN to provide Registration Services in the .biz TLD.
IN WITNESS WHEREOF, the parties hereto have caused this .info Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
.NAME APPENDIX
The Internet Corporation for Assigned Names and Numbers, a California
non-profit, public benefit corporation ("ICANN"), and XXXXXXXX.xxx, INC., a
Delaware Corporation ("Registrar") have entered into a Registrar Accreditation
Agreement ("Registrar Accreditation Agreement"), of which this appendix (".name
Appendix") is a part.
Registrar wishes to be accredited in the .biz TLD pursuant to and
subject to the Registrar Accreditation Agreement and ICANN wishes to accredit
Registrar in the .biz TLD. Pursuant to and subject to the Registrar
Accreditation Agreement, Registrar and ICANN hereby agree as follows:
1. Definitions. All initially capitalized terms not otherwise defined
herein shall have the definitions assigned to such terms in the Registrar
Accreditation Agreement.
2. Reqistrar Election. Registrar hereby elects and agrees to become
accredited by ICANN to provide Registration Services in the .biz TLD.
3. ICANN's Acceptance. ICANN hereby accepts Registrar's election to
become accredited by ICANN to provide Registration Services in the .biz TLD.
4. Data Submission. Pursuant to Subsection 3.2.1, as part of its
registration for SLD E-mail forwarding, the NameWatch Service, and Defensive
Registrations, Registrar shall submit to, or shall place in the Registry
Database operated by, the Registry Operator for the TLD that Registry Operator,
consistent with Appendix C to its Registry Agreement with ICANN, data elements
Registry Operator requires be submitted to it.
IN WITNESS WHEREOF, the parties hereto have caused this .name Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
.NET APPENDIX
The Internet Corporation for Assigned Names and Numbers, a California
non-profit, public benefit corporation ("ICANN"), and XXXXXXXX.xxx, INC., a
Delaware Corporation ("Registrar") have entered into a Registrar Accreditation
Agreement ("Registrar Accreditation Agreement"), of which this appendix (".net
Appendix") is a part.
Registrar wishes to be accredited in the .biz TLD pursuant to and
subject to the Registrar Accreditation Agreement and ICANN wishes to accredit
Registrar in the .biz TLD. Pursuant to and subject to the Registrar
Accreditation Agreement, Registrar and ICANN hereby agree as follows:
1. Definitions. All initially capitalized terms not otherwise defined
herein shall have the definitions assigned to such terms in the Registrar
Accreditation Agreement.
2. Reqistrar Election. Registrar hereby elects and agrees to become
accredited by ICANN to provide Registration Services in the .biz TLD.
3. ICANN's Acceptance. ICANN hereby accepts Registrar's election to
become accredited by ICANN to provide Registration Services in the .biz TLD.
IN WITNESS WHEREOF, the parties hereto have caused this .net Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
.ORG APPENDIX
The Internet Corporation for Assigned Names and Numbers, a California
non-profit, public benefit corporation ("ICANN"), and XXXXXXXX.xxx, INC., a
Delaware Corporation ("Registrar") have entered into a Registrar Accreditation
Agreement ("Registrar Accreditation Agreement"), of which this appendix (".org
Appendix") is a part.
Registrar wishes to be accredited in the .biz TLD pursuant to and
subject to the Registrar Accreditation Agreement and ICANN wishes to accredit
Registrar in the .biz TLD. Pursuant to and subject to the Registrar
Accreditation Agreement, Registrar and ICANN hereby agree as follows:
1. Definitions. All initially capitalized terms not otherwise defined
herein shall have the definitions assigned to such terms in the Registrar
Accreditation Agreement.
2. Reqistrar Election. Registrar hereby elects and agrees to become
accredited by ICANN to provide Registration Services in the .biz TLD.
3. ICANN's Acceptance. ICANN hereby accepts Registrar's election to
become accredited by ICANN to provide Registration Services in the .biz TLD.
IN WITNESS WHEREOF, the parties hereto have caused this .org Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
.PRO APPENDIX
ICANN and XXXXXXXX.XXX, INC. have entered into a Registrar Accreditation
Agreement ("RAA"), of which this .pro Appendix ("Appendix") is a part. Pursuant
to and subject to the RAA, Registrar and ICANN hereby agree as follows:
1. DEFINITIONS. As used in the RAA (including this appendix) with respect to the
..pro TLD, all initially capitalized terms not otherwise defined in this Appendix
shall have the definitions assigned to such terms in the RAA.
2. REGISTRAR ELECTION. Registrar hereby elects and agrees to become accredited
by ICANN to provide Registrar Senyices in the .pro TLD.
3. ICANN's ACCEPTANCE. ICANN hereby accepts Registrar's election to become
accredited by ICANN to provide Registrar Services in the .pro TLD.
IN WITNESS WHEREOF, the parties hereto have caused this .pro Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
LOGO LICENSE APPENDIX
---------------------
The Internet Corporation for Assigned Names and Numbers, a California
non-profit, public benefit corporation ("ICANN"), and XXXXXXXX.XXX, INC., a
Delaware Corporation ("Registrar") have entered into a Registrar Accreditation
Agreement ("Registrar Accreditation Agreement"), of which this appendix ("Logo
License Appendix") is a part. Definitions in the Registrar Accreditation
Agreement apply in this Logo License Appendix.
Registrar wishes to acquire from ICANN, and ICANN wishes to grant to
Registrar, a license to use the trademarks listed below the signature block of
this Logo License Appendix ("Trademarks") in connection with Registrar's role as
an ICANN-accredited registrar. Pursuant to and subject to the Registrar
Accreditation Agreement, Registrar and ICANN hereby agree as follows:
1 LICENSE
1.1 Grant of License. ICANN grants to Registrar a non-exclusive,
worldwide right and license to use the Trademarks, during the term of
this appendix and solely in connection with the provision and
marketing of Registrar Services in order to indicate that Registrar
is accredited as a registrar of domain names by ICANN. Except as
provided in this subsection and Subsection 2.2 of the Registrar
Accreditation Agreement, Registrar shall not use the Trademarks, any
term, phrase, or design which is confusingly similar to the
Trademarks or any portion of the Trademarks in any manner whatsoever.
1.2 Ownership of Trademarks. Any and all rights in the Trademarks that
may be acquired by Registrar shall inure to the benefit of, and are
herby assigned to, ICANN. Registrar shall not assert ownership of the
Trademarks or any associated goodwill.
1.3 No Sublicense. Registrar shall not sublicense any of its rights under
this appendix to any other person or entity (including any of
Registrar's resellers) without the prior written approval of ICANN.
2 REGISTRATION AND ENFORCEMENT
2.1 Registration. Registration and any other form of protection for the
Trademarks shall only be obtained by ICANN in its name and at its
expense.
2.2 Enforcement. Registrar shall promptly notify ICANN of any actual or
suspected infringement of the Trademarks by third parties, including
Registrar's resellers or affiliates. ICANN shall have the sole
discretion to initiate and maintain any legal proceedings against
such third parties; Registrar shall not take any such actions without
the prior written approval of ICANN; and ICANN shall retain any and
all recoveries from such actions.
2.3 Further Assurances. Registrar agrees to execute such other documents
and to take all such actions as ICANN may request to effect the terms
of this appendix, including providing such materials (for example
URLs and samples of any promotional materials bearing the
Trademarks), cooperation, and assistance as may be reasonably
required to assist ICANN in obtaining, maintaining, and
enforcing trademark registration(s) and any other form of protection
for the Trademarks.
3 TERM AND TERMINATION
This Logo License Appendix shall be effective from the date it is signed
below by both parties until the Expiration Date, unless this appendix or the
Registrar Accreditation Agreement is earlier terminated. Each party shall have
the right to terminate this appendix at any time by giving the other party
written notice. Upon expiration or termination of this appendix, Registrar shall
immediately discontinue all use of the Trademarks.
IN WITNESS WHEREOF, the parties have caused this Logo License Appendix
to be executed by their duly authorized representatives.
ICANN Xxxxxxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Vice President, Business Operations ------------------------------
Title: General Counsel & Secretary
------------------------------
Date: June 27, 2005
------------------------------
--------------------------------------------------------------------------------
TRADEMARKS:
1. ICANN Accredited Xxxxxxxxx 0.
2.
[GRAPHIC OMITTED]
[ICANN LOGO]
