Complaint Resolution Service (CRS) is part of the Registry Policies, which form a cohesive framework and must be read in conjunction with one another, as well as with other applicable agreements, policies, laws, and regulations which, taken together, represent the entirety the obligations and responsibilities with regard to any domain name registration.
Ordinarily, the Registry is unable to simply suspend a domain name where another member of the public complains or takes issue with the use to which a domain name is being put and a concerned member of the public always has the right to reach out to the domain name Registrant directly to bring any concerns to their attention.
If such direct contact is not possible or advisable (it may be a sensitive concern after all), or if after doing so, there is still a concern that the registration or use of a domain name in the TLD is illegal, abusive, infringes the rights of others, is otherwise in violation of the Registry Policies, or is allegedly otherwise in violation of the law, we provide the CRS, through which anyone may register a complaint.
The CRS provides a transparent, efficient, and cost effective way for the public, including law enforcement, regulatory bodies, and intellectual property owners to (a) submit complaints or report concerns regarding the registration or use of a domain name in the TLD, and (b) where appropriate, to seek to have such concerns addressed through confidential and non–binding mediation.
Managed through the Abuse Point of Contact and a corresponding web form, the CRS provides a procedure for reporting and, where appropriate, addressing alleged illegal or prohibited conduct effected through a domain name in the TLD; prohibited conduct includes, but is not limited to: inaccurate Registrant Whois information; that a domain name registration is being used to facilitate or promote malware, operation of botnets, phishing, piracy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting, or activity otherwise contrary to applicable law. The CRS framework employs two levels of review: (1) immediate action to protect the public interest, or (2) the optional appointment of an independent Ombudsperson to facilitate, where possible, confidential and non-binding complaint resolution between the parties.
The CRS is not intended to replace courts or ICANN-mandatory dispute resolution systems such as the UDRP (Uniform Domain Name Dispute Resolution Procedure) or URS (Uniform Rapid Suspension system).
To submit a complaint or report a concern regarding the registration or use of a domain name in the TLD, please use the CRS Complaint form.
Complaints and reports of concern will be reviewed as follows.
The Abuse Point of Contact will initially review all complaints and reports of concerns regarding alleged criminal or otherwise illegal or prohibited conduct for compliance with the Registry Policies.
Upon receipt of any Complaint, the Abuse Point of Contact will "lock" the domain name and associated records until the Complaint is determined frivolous, resolved, withdrawn, or dismissed, or pursuant to a court order or reasonable request from law enforcement. A Complaint shall not exceed 1,000 words or three (3) pages, whichever is less.
Review Tier 1: immediate action to protect the public interest: In the event of a report of alleged criminal or otherwise illegal or prohibited conduct requiring immediate action to protect the public interest, the Abuse Point of Contact will initiate an "Immediate Review of Request for Suspension in the Public Interest" (see Step Two below).
>Review Tier 2: optional appointment of an independent Ombudsperson: In the event of a Complaint alleging non-compliance with the Registry Policies that does not require immediate action to protect the public interest, the Abuse Point of Contact will contact the parties to explore their interest in confidential and non-binding mediation aimed at facilitating an amicable resolution between the parties (see Steps Three through Seven below).
If the Abuse Point of Contact considers that the Complaint does not address a matter covered by the Registry Policies, is deficient, or is frivolous, the filing/complaining party (Complainant) will be promptly notified of the deficiencies identified. The Complainant has five (5) business days from the receipt of notification to correct the deficiencies and return the Complaint, failing which, the Abuse Point of Contact will deem the Complaint to be withdrawn and the domain lock will be removed. This will not prevent the Complainant from submitting a different Complaint in the future.
On receipt of a Complaint or report of alleged criminal or otherwise illegal or prohibited conduct requiring immediate action to protect the public interest, the Abuse Point of Contact will initiate an "Immediate Review of Request for Suspension in the Public Interest" to determine, whether or not specifically requested by the Complainant, if a Critical Issue Suspension (CIS) is warranted.
A request for a CIS may be granted in cases where there is a compelling and demonstrable threat to the stability of the Internet, critical infrastructure, or public safety. A CIS does not terminate the Registrant's rights or their domain name registration; it simply modifies the Name Server records in the zone, temporarily disabling resolution. Suspensions under the CRS, including a CIS, may be appealed to the Ombudsperson's office for resolution.
Absent compelling circumstances including, but not limited to, a court order or reasonable request from law enforcement, where the Abuse Point of Contact has activated a CIS, a suspension notice will be sent to the Registrant's administrative contact with a copy to the Registrar, immediately via a poll event.
Any Complaint alleging non-compliance with the Registry Policies must be submitted to the Abuse Point of Contact using the web form provided on the Registry's website; all required fields must be complete, the Complaint must be signed electronically, and any fee required by the web form must be paid in advance of the Abuse Point of Contact attending to the complaint. The types of conduct that may be raised as the basis for a Complaint alleging non-compliance with the Acceptable Use Policy can be found on the Registry's website.
In the event that a Complaint alleging non-compliance with the Registry Policies is submitted to the Abuse Point of Contact, typically within 5 business days of receipt of the Complaint, the Abuse Point of Contact will send a "Formal Notification of Complaint" including a copy of the Complaint, by email to the Respondent using the administrative contact details provided in the Whois for the domain name as well as to any other Registrant email addresses provided by the Complainant.
Either Party may provide an additional email address by notifying the Abuse Point of Contact; the Registrant may not, however, change the Registrant information for the domain name without mutual agreement of the parties or unless a settlement is reached.
Communications must be in English and any email attachments should be in a standard format, such as Microsoft Word or PDF, and should not exceed 10mb individually or 50mb together.
Any communication between the Parties shall copy the other Party, the Abuse Point of Contact, and the Ombudsperson, if appointed.
Except as otherwise decided by the Abuse Point of Contact in its sole discretion, all communications under the CRS shall be deemed received at the date and time on which the email or communication was sent as determined by the time zone of the Abuse Point of Contact; in case of doubt, however, it shall be the responsibility of the sending party to provide proof of transmission.
At the same time as the notification to the Parties (by email) of the commencement of a CRS proceeding, the Abuse Point of Contact will contact the parties to explain the confidential and non-binding nature of the CRS, and to gauge their interest in Registry-facilitated mediation aimed at allowing the Parties to reach an amicable solution.
For the avoidance of doubt, even if the Parties do not decide to engage in CRS-based mediation, the Registry may, in its sole discretion (including based on reports made to the Registry by third parties), suspend, transfer, or terminate a Registrant's service, including a domain name registration, for violation of any of the requirements or provisions of the Registry Policies on receipt of a complaint if the Registry believes (a) a violation has or may have occurred; and/or (b) suspension and/or termination may be in the public interest. Also, for the avoidance of any doubt, the Respondent may submit a Response even if it decides not to participate in mediation, e.g., to provide information to the Registry as to any alleged non-compliance.
Within fifteen (15) business days of the date of commencement of a CRS proceeding, the Respondent (i.e., the domain name Registrant) may submit a Response.
The Response must be submitted to the Abuse Point of Contact using the web form provided on the Registry's website; all required fields must be completed, and the Response must be signed electronically.
Using the Registry's web form, the Response shall:
Specifically dispute each alleged instance of non-compliance (the "grounds for the Complaint") raised by the Complainant that the Respondent wishes to rely upon to rebut the Complainant's assertions;
Indicate whether the Respondent wishes to be contacted directly or through an authorized representative—if the Respondent wishes to use an authorized representative, their contact details including email address must be provided;
Mention whether any legal proceedings have been commenced (even if terminated) in connection with the domain name(s) which is the subject of the Complaint; and
Not exceed 1,000 words or three (3) pages, whichever is less.
Once submitted, a copy of the Response will be forwarded to the Complainant and to the Respondent as soon as practicable. In the event there is no Response, the Complaint shall be deemed closed; the Parties may however submit a new Complaint in future, or a UDRP or URS or court claim.
Within five (5) business days of receiving the Respondent's Response, the Complainant may submit a Reply to the Respondent's Response, which shall not exceed 1,000 words or three (3) pages, whichever is less (annexes may only be included with the permission of the Abuse Point of Contact). The Reply should be confined to answering any new points raised in the Response that could not have reasonably been foreseen when the Complaint was submitted.
If the Parties have agreed to mediation, within ten (10) business days of the receipt of the Complainant's Reply (or the expiry of the deadline to do so), the Abuse Point of Contact will arrange with the Ombudsperson's office for mediation to be conducted. Mediation will be conducted in a manner that the Ombudsperson, at their sole discretion, considers appropriate.
Mediation conducted between the Parties during mediation (including any information obtained from or in connection to negotiations) shall be strictly confidential as between the Parties and the Ombudsperson. Neither the Ombudsperson nor any Party may use or reveal details of such negotiations to any third parties (including a UDRP or URS provider) unless ordered to do so by a court of competent jurisdiction.
If the Parties reach settlement during the mediation, then the existence, nature, and terms of the settlement shall be confidential as between the Parties unless the Parties specifically agree otherwise, a court competent jurisdiction orders otherwise, or applicable laws or regulations require it.
Any settlement reached by the Parties must be in writing to be enforceable and should include instructions for the Registry (and if applicable, Registrar) concerning the disposition of domain name and timing; the Ombudsperson will provide a (non-mandatory) template for such purposes.
If the Parties did not achieve an acceptable resolution through mediation within twenty (20) business days of the appointment of an Ombudsperson, the Ombudsperson will send notice to the Parties and Abuse Point of Contact that it does not appear that the Complaint can be resolved through the CRS. In such case, the Complainant shall have the option of availing itself of the courts or other processes such as the UDRP or URS. The Registry shall unlock the domain name within fifteen (15) business days of such notice from the Ombudsperson.
If, before or during the course of proceedings under the CRS, the Ombudsperson or Abuse Point of Contact is made aware that legal proceedings have begun in or before a court or other body of competent jurisdiction, including but not limited to a URS or UDRP proceeding, and that such legal proceeding specifically relates to a domain name and conduct which is the subject of a Complaint, the CRS will be terminated.
A Party must promptly notify the Ombudsperson if it initiates or becomes aware of legal proceedings before a court or panel of competent jurisdiction, including but not limited to a URS or UDRP proceeding, relating to a domain name which is the subject of a Complaint during the course of proceedings under the CRS.
The applicable fees with respect to the referral of proceedings under the CRS to the Ombudsperson are (in AUD) $100 plus applicable taxes for Complaints involving 1-5 domain names and only one Complainant. For Complaints involving 6 or more domain names, the Ombudsperson and/or Abuse Point of Contact will set a fee in consultation with the Abuse Point of Contact. Fees are calculated on a cost-recovery basis; the Registry does not intend profit from its mediation or administration services of the Complaint Resolution Service.
Neither the Registry employees, directors, officers, representatives, delegates, shareholders, agents, successors, and/or assigns or those of its affiliates; nor any employee or agent of the Ombudsperson shall be liable to a Party for anything done or omitted, whether (to the extent permitted by applicable law) negligently or otherwise, in connection with any proceedings under the CRS unless the act or omission is shown to have been intentionally done in bad faith.
This Registry-Registrar Agreement (the "Agreement") is dated as of ("Effective Date") by and between CEOTLD Pty Ltd, or its successor registry (the "Registry"), and ____________________________________, a corporation, with its principal place of business located at ________________________________________________ ("Registrar"). The Registrar may be referred to individually as a "Party" and collectively as the "Parties." This Agreement applies to the top-level domains ("TLDs") indicated on Schedule A.
WHEREAS, multiple Registrars may provide Internet domain name registration services for this TLD for which the Registry operates and maintains a multiple registrar Shared Registry System (SRS);
WHEREAS, the Registrar wishes to register domain names in the SRS for this TLD.
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, the Registry and the Registrar, intending to be legally bound, hereby agree as follows:
The following terms used in this Registry–Registrar Agreement has the following meaning;
"Confidential Information" means all information and materials including, without limitation: computer software, data, information, databases, protocols, reference implementation and documentation, and functional and interface specifications, provided by the disclosing party to the receiving party unless otherwise marked or identified as non-confidential.
"EPP" means the Extensible Provisioning Protocol.
"ICANN" refers to the Internet Corporation for Assigned Names and Numbers.
"IP" means Internet Protocol.
"Inter-Registrar Transfer Policy" refers to ICANN's Inter-Registrar Transfer Policy, as may be amended from time to time, and is incorporated by reference herein.
The "Licensed Product" refers to the intellectual property required to access the Supported Protocol, and to the application programming interface (API), and software, collectively.
"Networking Service" refers to Networking and Stream Application technology powered by PeopleBrowsr's Social OS.
"Registered Name" refers to a domain name within the domain of the TLD, for which the Registry 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 may not appear in a TLD zone file (e.g., a registered but inactive name).
"Registry TLD" means the .CEO TLD.
"Supported Protocol" means the Registry's implementation of EPP, or any successor protocols, supported by the SRS.
The "System" refers to the multiple registrar system operated by Registry for the registration of Registered Names in the Registry TLD.
A "TLD" is a top-level domain of the DNS.
SRS Operation and Access. Throughout the Term of this Agreement, the Registry shall operate the SRS and provide the Registrar with access to the SRS to transmit domain name registration information for the TLD(s) set forth in Schedule A to the SRS. Nothing in this Agreement entitles the Registrar to, and the Registrar has no right to, enforce any agreement between the Registry and ICANN.
Maintenance of Registrations Sponsored by the Registrar. Subject to the provisions of this Agreement, ICANN requirements, and Registry requirements including, without limitation, those authorized by ICANN, each as may be amended from time to time, the Registry shall maintain the registrations of Registered Names sponsored by the Registrar in the SRS during the term of the domain name registration.
Access to the SRS. Access to the SRS. Subject to the Registrar's successful completion of testing required by the Registry, the Registry will provide full access to the production SRS for the TLD(s) set forth in Schedule A. The Registry shall make available to the Registrar: (i) an operational testing environment where Registrars may test the SRS; and all documentation of the Supported Protocol, APIS and Registrar toolkits required to complete testing; (ii) following the Registry's certification, at its sole discretion, that the Registrar has successfully completed the testing required by the Registry, the Registry will provide full documentation of the Supported Protocol, APIs to the Supported Protocol with documentation, and Registrar toolkits that will allow the Registrar to connect via EPP to the SRS to register second-level domain names through the SRS for the TLD(s) set forth in Schedule A. Registry shall have the sole discretion to modify or upgrade the APIs and/or Supported Protocol. In the event Registry does so elect to modify or upgrade the APIs and/or Supported Protocol, the Registry shall provide Registrar with the updated APIs to the Supported Protocol and supporting documentation at least one hundred and eighty (180) calendar days prior written notice and the Registrar shall implement such API and/or Supported Protocol updates within one hundred and eighty (180) calendar days from the date of Registry's written notice.
Registrar Responsibility for Customer Support. The Registrar shall provide Registrants with commercially reasonable customer service and support for the registration, cancellation, modification, renewal, deletion, or transfer of Registered Names, domain name record support, billing, and technical support. The Registrar shall, consistent with ICANN policies, provide to Registrants emergency contact or 24/7 support information for critical situations, such as domain name hijacking, disputes over ownership of and access to domain names, pending deletions, and other disruptions of the registration and/or use of Registered Name(s).
Data Submission Requirements. As part of its registration and sponsorship of Registered Names in the TLD(s), the Registrar shall submit complete data as required by the technical specifications of the SRS that are made available to the Registrar from time to time. The Registrar shall submit any corrections or updates from a Registrant relating to the registration information for a Registered Name to the Registry in a timely manner, and shall comply with all ICANN policies concerning the submission of complete and accurate data, including, without limitation, ICANN's Whois Data Reminder Policy (WDRP).
License. The Registrar grants the Registry a non-exclusive, royalty-free, non-transferable, worldwide limited license to the data elements consisting of the Registered Name, the IP addresses of name servers, the identity of the registering Registrar, and other data required or permitted by the technical specifications of the SRS, as made available to the Registrar by the Registry from time to time or as required by ICANN for propagation and the provision of authorized access to the TLD zone files, or as otherwise required or permitted by a Registry's Registry Agreement with ICANN concerning the operation of the TLD, as may be amended from time to time.
Registrar's Registration Agreement and Domain Name Dispute Policy.
The Registrar shall have in effect an electronic or paper registration agreement with each Registrant, which may be amended from time to time by the Registrar, which shall at all times include, subject to applicable law, a link to the terms of the Registrant Agreement and Registry Policies included below, especially with regard to those terms that are required by ICANN. The initial form of Registrar's registration agreement is attached as Exhibit B (which may contain multiple alternative forms of the registration agreement). The current version of the Registrar's registration agreement must also be posted on the Registrar's Web site. The Registrar shall include in its registration agreement those terms required by this Agreement and other terms that are consistent with the Registrar's obligations to the Registry under this Agreement. The Registrar shall employ in its domain name registration agreement a requirement for registrants to submit to the Uniform Domain Name Dispute Resolution Policy (UDRP), Uniform Rapid Suspension (URS), Complaint Resolution Service (CRS), and the Inter-Registrar Transfer Policy, each in their most recent form and each as may be amended from time to time. In its registration agreement with each Registrant, the Registrar shall require such Registrant to:
Acknowledge and agree that the Registry reserves the right to deny, cancel, or transfer any registration or transaction, or place any domain name(s) on registry lock, hold, or similar status as it deems necessary, in its unlimited and sole discretion: (1) to comply with specifications adopted by any industry group generally recognized as authoritative with respect to the Internet (e.g., RFCs); (2) to correct mistakes made by the Registry or any Registrar in connection with a domain name registration; (3) if required by a URS, UDRP, CRS proceeding; or (4) for the non-payment of fees to the Registry; and
Indemnify and hold harmless the Registry and its subcontractors, and its and their employees, directors, officers, representatives, delegates, shareholders, affiliates, agents, successors, and/or assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable legal fees and expenses arising out of or relating to, for any reason whatsoever, the Registrant's domain name registration. The Registrar's registration agreement shall further require that this indemnification obligation survive the termination or expiration of the registration agreement.
The Registrar agrees to develop and employ in its domain name registration business all necessary technology, procedures, processes, and restrictions to ensure that its connection to the SRS is secure. All data exchanged between the Registrar's system and the SRS shall be protected to avoid unintended disclosure of information. The Registrar shall employ commercially reasonable measures to prevent its access to the Registry System granted hereunder from being used to (1) allow, enable, or otherwise support the transmission by email, telephone, or facsimile of mass unsolicited advertising or solicitations to persons or entities other than its own existing customers; or (2) enable high volume, automated, electronic processes that send queries or data to the systems of the Registry, any other registry operated under an agreement with ICANN, or any ICANN-accredited the Registrar, except as reasonably necessary to register domain names or modify existing registrations.
Each EPP session shall be authenticated and encrypted using two-way secure socket layer ("SSL") protocol. The Registrar agrees to authenticate every EPP client connection with the SRS using both (i) a server certificate issued by a commercial Certification Authority selected by Registrar, and (ii) a Registrar password, which Registrar shall disclose only to its employees on a need to know basis. The Registrar agrees to notify the Registry within four (4) hours of learning that its Registrar password has been compromised in any way or if its server certificate has been revoked by the issuing Certification Authority or compromised in any way.
Additionally, the Registrar must ensure that access to registrant accounts is adequately protected by, at a minimum, a secure log-in process that requires username and password authentication and the Registrar must comply with all other security-related ICANN Registrar accreditation requirements.
Upon one hundred eighty (180) days prior written notification to the Registrar, the Registry may require other industry standard security provisions, practices, or technology to ensure that the Registry System is secure and stable, which the Registry may adopt from time to time in its sole and complete discretion. In the event Registry adopts such additional requirements, Registry shall provide Registrar with at least one hundred and eighty (180) calendar days prior written notice. Failure by the Registrar to comply with the Registry's standards that are in effect at any time will be considered a material breach of this Agreement:
Handling of Personal information. The Registry shall notify the Registrar in writing of the purposes for which Personal Information submitted to the Registry by the Registrar is collected, the intended recipients (or categories of recipients) of such Personal Information, and the mechanism for access to and correction of such Personal Information. The Registry shall take all steps required by applicable laws, rules, and regulations to protect Personal Information from loss, misuse, unauthorized disclosure, alteration or destruction; provided, however, that the Registry shall not be liable in the event of the loss, misuse, unauthorized disclosure, alteration or destruction of Personal Information. The Registry shall not use or authorize the use of Personal Information in a way that is incompatible with the notice provided to the Registrars or applicable laws, rules, and regulations. The Registry may from time to time use the demographic data collected for statistical analysis, provided that this analysis will not disclose individual Personal information and provided that such use is compatible with the notice provided to the Registrars regarding the purpose and procedures for such use. The Registry will not share, sell, rent or otherwise disclose such Personal Information to any third parties.
Authorization Codes. Registrar shall not provide identical Registrar-generated authorization <authinfo> codes for domain names registered by different registrants with the same Registrar. Registry Operator in its sole discretion may choose to modify <authinfo> codes for a given domain and shall notify the sponsoring registrar of such modifications via EPP compliant mechanisms (i.e., EPP<poll> or EPP<domain:Info>). In the event of such modification(s) made by Registry to the Registrar's domain name registrations, Registry will notify Registrar of such modifications via e-mail, telephone, or Skype within twenty four (24) hours from the date of such changes. Registry will make available to Registrar documentation of such modification(s) and Registrar shall provide the Registered Name Holder with timely access to the authorization code along with the ability to modify the authorization code. Registrar shall respond to any inquiry by a Registered Name Holder regarding access to and/or modification of an authorization code within five (5) calendar days. In addition, Registrar may not employ any mechanism for complying with a Registered Name Holder's request to obtain the applicable "AuthInfo Code" that is more restrictive than the mechanisms used for changing any aspect of the Registered Name Holder's contact or name server information. Registrar must not refuse to release an "AuthInfo Code" to the Registered Name Holder solely because there is a dispute between the Registered Name Holder and the Registrar over payment.
Domain Name Lookup Capability. The Registrar agrees to employ in its domain name registration business the Registry's domain directory service (Whois) registry domain name lookup capability to determine if a requested domain name is available or currently unavailable for registration. If required by ICANN, the Registrar also agrees, at its expense, to provide an interactive web page and a port 43 Whois service providing free public query-based access to up-to-date (i.e., updated at least daily) data concerning all active Registered Names sponsored by the Registrar for the TLD. The data accessible shall consist of elements that are designated from time to time according to an ICANN-adopted specification or policy or the Registrar Accreditation Agreement between the Registrar and ICANN.
Transfer of Sponsorship of Registrations.
The Registrar agrees to implement transfers of Registered Name registrations from another Registrar to the Registrar and vice versa pursuant to the Inter-Registrar Transfer Policy as may be amended from time to time by ICANN. Registry will allow and support bulk transfer to Registrar, without extension of the registration term and Registry will reimburse Registrar for fees incurred under the Inter-Registrar Transfer Policy.
Time. The Registrar agrees that, in the event of any dispute concerning the time of the entry of a domain name registration into the Registry database, the time shown in the Registry records shall control.
Compliance with Operational Requirements.
The Registrar shall comply with each of the following requirements, as may be in effect from time to time, and, further, shall include in its registration agreement with each Registrant an obligation for such Registrant to comply with each of the following requirements:
ICANN standards, policies, procedures, and practices for which the Registry has monitoring responsibility in accordance with the Registry Agreement or other arrangement with ICANN; and
Changes to Registry's Operational standards, policies, procedures, and practices for the TLD ("Operational Requirements"), which may be established from time to time by the Registry and/or its affiliates, in a non- arbitrary manner and applicable to all Registrars and consistent with the Registry's Registry Agreement with ICANN, as applicable, provided Registry provides Registrar prior written notice of any changes to the Operational Requirements at least one hundred and eighty (180) calendar days in advance of such changes to the Operational Requirements.
Resolution of Technical Problems or Breach of Agreement.
The Registrar agrees to employ necessary employees, contractors, or agents with sufficient technical training and experience to respond to and fix all technical problems concerning the use of the Supported Protocol, the APIs, and the Registry's SRS in conjunction with the Registrar's systems. The Registrar agrees that, in the event of significant degradation of the SRS or other emergency, the Registry may, in its sole discretion, temporarily suspend or restrict access to the SRS. Such temporary suspensions or restrictions shall be applied in a non-arbitrary manner and shall be applied non- discriminatorily to any Registrar similarly situated, including affiliates of the Registry.
Prohibited Domain Name Registrations. In addition to complying with ICANN standards, policies, procedures, and practices limiting domain names that may be registered, the Registrar agrees to comply with applicable statutes and regulations limiting the domain names that may be registered.
ICANN Requirements. The Registry's obligations hereunder are subject to modification at any time as the result of ICANN-mandated requirements and ICANN Consensus Policies. Notwithstanding anything in this Agreement to the contrary, the Registrar shall comply with any such ICANN requirements in accordance with the timeline defined by ICANN.
Accredited Registrar. During the term of this Agreement, the Registrar shall maintain in full force and effect its accreditation by ICANN as a Registrar for the TLD under the 2013 Registrar Accreditation Agreement or any subsequent version thereof. Failure to maintain such accreditation shall constitute a material breach of this Agreement
License Grant. Subject to the terms and conditions of this Agreement, the Registry hereby grants the Registrar and the Registrar accepts a non-exclusive, royalty-free, non-transferable, worldwide limited license to use for the Term and purposes of this Agreement the Licensed Product, as well as updates and redesigns thereof, to provide domain name registration services in the TLD only and for no other purpose. The Licensed Product, as well as updates and redesigns thereof, will enable the Registrar to register domain names in the TLD with the Registry on behalf of its Registrants. The Registrar, using the Licensed Product, as well as updates and redesigns thereof, will be able to invoke the following operations on the SRS: (i) check the availability of a domain name, (ii) register a domain name, (iii) renew a domain name, (iv) cancel the registration of a domain name it has registered, (v) update the name servers of a domain name, (vi) transfer a domain name from another Registrar to itself with proper authorization (or vice versa), (vii) query a domain name registration record, (viii) register a name server, (ix) update the IP addresses of a name server, (x) delete a name server, (xi) query a name server, and (xii) establish and end an authenticated session, and (xiii) redeem a domain name.
Limitations on Use. Notwithstanding any other provisions in this Agreement, except with the prior written consent of the Registry, the Registrar shall not: (i) sublicense the Licensed Product or otherwise permit any use of the Licensed Product by or for the benefit of any party other than the Registrar, (ii) publish, distribute or permit disclosure of the Licensed Product other than to employees, contractors, and agents of the Registrar for use in the Registrar's domain name registration business, (iii) decompile, reverse engineer, copy, or re-engineer the Licensed Product for any unauthorized purpose, (iv) use or permit use of the Licensed Product in violation of the laws of the Commonwealth of Australia, U.S. law, International law, any local rule, regulation or law, or for any unlawful purpose. The Registrar agrees to employ the necessary measures to prevent its access to the SRS granted hereunder from being used to (i) allow, enable, or otherwise support the transmission by email, telephone, or facsimile of mass unsolicited, commercial advertising or solicitations to entities other than the Registrar's customers; or (ii) enable high volume, automated, electronic processes that send queries or data to the SRS of the Registry or any ICANN-Accredited Registrar, except as reasonably necessary to register domain names or modify existing registrations.
Changes to Licensed Materials.
The Registry may from time to time replace or make modifications to the Licensed Product licensed hereunder, at its sole discretion. Such replacements or modifications take effect one hundred and eighty (180) calendar days from the date of Registry's written notification to the Registrar.
Engineering Support. The Registry agrees to make available to the Registrar reasonable Registrar Liaison telephone support 24/7/365 to address issues arising in connection with the Registrar's use of the SRS
Customer Service Support. During the Term of this Agreement, the Registry will make customer service support available to the Registrar only, and not to Registrants or prospective customers of the Registrar, at the service levels set by ICANN, for nontechnical issues solely relating to the SRS and its operation. The Registry may make additional levels of customer service support available to the Registrar at its sole discretion. The Registry will provide the Registrar with a telephone number and email address for such support during implementation of the Licensed Product. First- level telephone support will be available on a 7-day/24-hour basis.
Zone File Support. Registry will provide Registrar access to such zone files, which will be updated by Registry every twenty-four (24) hours. Zone files will include all domains that are not available to be registered, including, but not limited to, restricted and/or reserved domains that have not been registered. Registry will provide Registrar with a daily file that includes all Registrars registered domains with renewal and redemption pricing, if different than the standard pricing.
Premium Name File Support. The Registry will distribute to Registrar a premium name file from time to time (the "Premium Name File"). The Premium Name File will be in xls format, and will also be made available as an API upon request. The Premium Name File will contain a list of all premium priced .CEO Domain Names, as well as their corresponding wholesale price.
Registrar agrees to maintain a webpage dedicated to the TLD, containing mutually agreed content about the nature of the TLD and the Networking Service, from which the Registrar's customers may purchase domain names in the TLD. Registrar agrees to maintain links to this webpage from all Domain Name lookup results, which suggest the TLD.
Upon Registrar's customer's purchase of any domain name in the TLD, Registrar agrees to include in the confirmation email (or other mutually agreed for of notification) information about the nature of the TLD and the Networking Service.
The Registrar agrees to pay the Registry the non-refundable fees set forth in Schedule B for initial and renewal registrations and other services provided by the Registry (collectively, the "Registration Fees").
Registry may, from time to time, may provide financial incentives to Registrar for the sale of Second Level Domain Names, which will be offered for a limited duration and agreed upon by the parties in a separate writing.
The Registry Reserves the right to adjust the renewal Registration Fees at its sole discretion:
(a) Renewal Registration Fees - The Registrar agrees and acknowledges that renewal Registration Fees will be reviewed twice annually on the following dates; 1 April and 1 October.
The Registry agrees that any renewal price adjustment will be preceded by no less than one hundred and eighty (180) calendar day notice to the Registrar and such renewal price adjustment must be consistent with the Registry's Registry Agreement with ICANN.
(b) Unassigned Registration Fees – The Registrar agrees and acknowledges that Unassigned Registration Fees are subject to the below conditions:
(i) Price Adjustments to Changes in Premium Name Tiers
The Registry agrees that any adjustments to the pricing of premium price tiers will be preceded by at least one hundred and eighty (180) calendar days' notice to Registrar and provided that such adjustments are consistent with the Registry's Registry Agreement with ICANN.
(ii) Movement of Unassigned Domain Names Amongst Premium Name Tiers
The Registry agrees that any adjustment(s) to the categorization of Domain Names amongst Premium Price Tiers set by Registry will be preceded by at least one hundred and eighty (180) calendar days prior written notice to Registrar and that such adjustment(s) of Premium Price Tiers are consistent with the Registry's Registry Agreement with ICANN.
In advance of incurring Fees, Registrar shall establish a Deposit Account, Credit Facility, or Payment Security accepted by Registry Backend Operator, Neustar Inc., which acceptance will not be withheld so long as payment is assured. Registry Backend Operator, Neustar, shall be the sole judge of whether payment is assured, and may make such a judgment based on the credit rating of Registrar, size of Registrar, payment history of Registrar, among any other factors Registry Operator deems relevant.
The Registration Fees due under this Agreement are exclusive of tax. All taxes, duties, fees, and other governmental charges of any kind (including sales, turnover, service, use and value-added taxes, but excluding taxes based on the net income of the Registry) which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any services, software, and/or hardware shall be borne by the Registrar and shall not be considered a part of, a deduction from, or an offset against such Registration Fees. All payments due to the Registry shall be made without any deduction or withholding on account of any tax, duty, charge, or penalty except as required by law, in which case, the sum payable by the Registrar from which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, the Registry receives and retains (free from any liability with respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.
Change in Registrar Sponsoring Domain Name. The Registrar may assume sponsorship of a Registrant's existing domain name registration from another Registrar by following the Inter-Registrar Transfer Policy.
Charges for ICANN Fees. The Registry will settle any variable registry-level fees paid or to be paid by the Registry to ICANN relating to the Registrar and the Registrar's transactions directly from wholesale charges paid to registry by registrar.
Non-Payment of Fees. Timely payment of fees owing under this Section 6 is a material condition of performance under this Agreement. In the event that the Registrar fails to adequately fund its RPA to immediately pay its Registration Fees and/or Variable Registry-Level Fees the Registry may, at its sole discretion:
Stop accepting new or renewal registrations from the Registrar;
Give written notice of termination of this Agreement pursuant to Section 7 (Miscellaneous: Term of Agreement and Termination: Termination for Cause) below;
Notify the Registrar's customers as to alternative registrar services, including any such services offered by Registry and/or its affiliates; and/or
Pursue any other remedy under this Agreement.
Term of Agreement and Termination.
Term of the Agreement; Revisions. The duties and obligations of the Parties under this Agreement shall apply from the Effective Date through and including the last day of the calendar month sixty (60) months from the Effective Date (the "Initial Term"). Upon conclusion of the Initial Term, all provisions of this Agreement will automatically renew for successive five (5) year renewal periods until the Agreement has been terminated as provided herein, the Registrar elects not to renew, or the Registry ceases to operate the registry for the TLD. In the event that revisions to the Registry's Registry-Registrar Agreement are approved or adopted by ICANN, the Registrar shall have thirty (30) calendar days from the date of notice of any such revision to review, comment on, and execute an amendment substituting the revised agreement in place of this Agreement, or the Registrar may, at its option exercised within such thirty (30) day period, terminate this Agreement immediately by giving written notice to the Registry; provided, however, that in the event the Registry does not receive such executed amendment or notice of termination from the Registrar within such thirty (30) day period of the date of the notice, the Registrar shall be deemed to have executed such amendment as of the thirty-first (31st) day after the date of the notice.
Termination for Cause. Without limiting § 6(d), above, in the event that either Party materially breaches any term of this Agreement including any of its representations and warranties hereunder and such breach is not substantially cured within thirty (30) 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.
Termination at Option of Registrar. The Registrar may terminate this Agreement at any time by giving the Registry thirty (30) days prior written notice of termination.
Termination Upon Loss of Registrar's Accreditation. This Agreement shall terminate immediately in the event that the Registrar's accreditation by ICANN, or its successor, is terminated or expires without renewal.
Termination in the Event that Successor Registry Operator is Named. This Agreement shall terminate in the event that ICANN, as appropriate, designates another entity to operate the registry for the TLD.
Termination in the Event of Bankruptcy. Registry may terminate this Agreement if the Registrar is adjudged insolvent or bankrupt, or if proceedings are instituted by or against the Registrar seeking relief, reorganization, or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator, or trustee of the Registrar's property or assets or the liquidation, dissolution, or winding up of the Registrar's business.
Effect of Termination. Upon expiration or termination of this Agreement, the Registry will, to the extent it has the authority to do so, complete the registration of all domain names processed by the Registrar prior to the date of such expiration or termination, provided that the Registrar's payments to the Registry for Registration Fees are current and timely. Immediately upon any expiration or termination of this Agreement, the Registrar shall (i) transfer its sponsorship of Registered Name registrations to another licensed Registrar(s) of the Registry, in compliance with Part B of the Inter-Registrar Transfer Policy, or any other procedures established or approved by ICANN, and (ii) either return to the Registry or certify to the Registry the destruction of all data, software, documentation, and Confidential Information it has received under this Agreement. In the event of termination, the Registry reserves the right to immediately contact any and all Registrants to facilitate the orderly and stable transition of Registrants to other ICANN-accredited Registrars, including the Registry's affiliates. All fees owing to the Registry shall be immediately due and payable.
Survival. In the event of termination of this Agreement, the following sections shall survive: (i) License; the Registrar's Registration Agreement and Domain Name Dispute Policy; Indemnification Required of Registrants; Effect of Termination; No Third Party Beneficiaries, Relationship of the Parties; Attorneys' Fees; Dispute Resolution, Choice of Law, Venue; Use of Confidential Information; Limitation of Liability; Construction; Intellectual Property; and Indemnification; (ii) the Registrant's obligations to indemnify, defend, and hold the Registry, as stated in Section 2(g)(ii); and (iii) the Registrar's payment obligations as set forth in Section 6 with respect to fees incurred during the term of this Agreement. Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each Party shall be liable for any damage arising from any breach by it of this Agreement.
No Third Party Beneficiaries, Relationship of the Parties. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any Registrant, with any remedy, claim, cause of action, or privilege. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the Parties.
Force Majeure. Neither Party shall be responsible for any failure to perform any obligation or provide service hereunder because of any Act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, provided that, as a condition to the claim of non-liability, the party experiencing the difficulty gives the other party written notice of such difficulty by email or other method of communication within a reasonable time.
If an event of either party's Force Majeure continues beyond sixty (60) calendar days, either Party may terminate this Agreement by giving written notice to the other.
Further Assurances. Each Party hereto shall execute and/or cause to be delivered to each other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.
Registrar shall acquire, on or before the Effective Date, at least USD$100,000 (One Hundred Thousand United States Dollars) in comprehensive general liability insurance from a reputable insurance provider. Registrar shall provide a certificate of insurance to Registry, current as of the Effective Date, upon request from the Registry, at any time after the Effective Date. Such insurance shall entitle Registry and the Registry Related Parties to seek compensation under such policy, in respect of all costs and damages (including reasonable attorney's fees) which any of them may suffer by reason of Registrar's failure to meet its indemnification obligations under this Agreement.
Amendment in Writing. Except as otherwise provided in this Agreement, any amendment or supplement to this Agreement must be in writing and duly executed by both Parties. Any new services approved by ICANN and purchased by the Registrar will be subject to such terms and conditions as may be established by the Registry through an appendix to this Agreement executed by the Registrar and the Registry.
Attorneys' Fees. If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs, and disbursements (in addition to any other relief to which the prevailing Party may be entitled).
Dispute Resolution, Choice of Law, Venue. The Parties shall attempt in good faith to resolve any disputes between them prior to resorting to litigation. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Commonwealth of Australia applicable to contracts made and wholly performed therein, without regard to conflict of laws principles. The Registrar hereby irrevocably consents to the exclusive personal jurisdiction of the courts of the Commonwealth of Australia, for any and all claims or disputes directed against the Registry and which arise out of, purport to enforce, construe, or otherwise relate to the TLD, this Agreement, or the Registry policies. The exclusive venue for such action shall be the courts of the Commonwealth of Australia. The Registrar waives any right to object to venue or jurisdiction based on inconvenient forum or for any other reason, and the Registrar waives any statutory or other right pursuant to the laws of the jurisdiction in which the Registrar resides to have a case relating to this Agreement adjudicated or resolved in that jurisdiction.
Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service, by email or by fax during business hours) to the address or fax number set forth beneath the name of such Party below, unless party has given a notice of a change of address in writing:
If to Registrar:Customer Name:
With a copy to:Customer Name:
If to the Registry:CEOTLD Pty Ltd
Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the Parties hereto. Registrar shall not assign or transfer its rights or obligations under this Agreement, except to an affiliate or to a successor in interest in the event of a sale of the Registrar or at least over fifty percent (50%) of its assets or securities, without the prior written consent of Registry, which shall not be unreasonably withheld. Registry may assign its rights or obligations under this Agreement to an affiliate without the consent of Registrar. In the event that Registrar's accreditation agreement with ICANN for the Registry TLD is validly assigned. Registrar's rights under this Agreement shall be automatically assigned to the assignee of the accreditation agreement, provided that the subsequent registrar assumes the duties of Registrar under this Agreement.
Assignment in Connection with Assignment of Agreement with ICANN. In the event that the Registry's Registry Agreement with ICANN for a TLD is validly assigned, the Registry's rights under this Agreement shall be automatically assigned to the assignee of the Registry Agreement. In the event that the Registrar's accreditation agreement with ICANN for the TLD is validly assigned, the Registrar's rights under this Agreement shall be automatically assigned to the assignee of the accreditation agreement, provided that the subsequent Registrar assumes the duties of the Registrar under this Agreement.
Use of Confidential Information. During the term of this Agreement, each Party (the "Disclosing Party") may disclose its Confidential Information to the other Party (the "Receiving Party"). Each Party's use and disclosure of Confidential Information disclosed hereunder are subject to the following terms and conditions:
The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party including implementing reasonable physical security measures and operating procedures.
The Receiving Party shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors, and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the terms of this Confidentiality Agreement.
The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party solely for the purpose of exercising its rights or performing its obligations under this Agreement and for no other purposes whatsoever.
The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
Notwithstanding the foregoing, this Subsection imposes no obligation upon the parties with respect to information that (i) is disclosed in the absence of a confidentiality agreement and such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the public domain through no fault of the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure, or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will promptly notify the Disclosing Party in writing prior to making any such disclosure in order to facilitate the Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the Disclosing Party's expense. The Receiving Party agrees to cooperate with the Disclosing Party in seeking such order or other remedy. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information that is legally required.
Delays or Omissions; Waivers. No failure on the part of either Party to exercise any power, right, privilege, or remedy under this Agreement, and no delay on the part of either Party in exercising any power, right, privilege, or remedy under this Agreement, shall operate as a waiver of such power, right, privilege, or remedy; and no single or partial exercise or waiver of any such power, right, privilege, or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege, or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege, or remedy under this Agreement, unless the waiver of such claim, power, right, privilege, or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
LIMITATION OF LIABILITY. IN NO EVENT WILL THE REGISTRY BE LIABLE TO THE REGISTRAR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE REGISTRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE PARTIES EXCEED THE LESSER OF (I) THE TOTAL AMOUNT PAID TO REGISTRY UNDER THE TERMS OF THIS AGREEMENT FOR THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD, OR (ii) $500,000 (USD).
Construction. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.
Intellectual Property. Subject to Section 2(f) ("License") above, each Party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes, and all other forms of intellectual property.
Representations and Warranties.
Registrar. The Registrar represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of ____________________________; (2) it has all requisite corporate power and authority to execute, deliver, be bound by, and perform its obligations under this Agreement; (3) it is, and during the Term of this Agreement will continue to be, accredited by ICANN or its successor; (4) the execution, performance and delivery of this Agreement has been duly authorized by the Registrar; and (5) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by the Registrar in order for it to enter into and perform its obligations under this Agreement.
The Registry. The Registry represents and warrants that: (1) it is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Australia; (2) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement; (3) the execution, performance, and delivery of this Agreement has been duly authorized by the Registry; and (4) no further approval, authorization, or consent of any governmental or regulatory authority is required to be obtained or made by the Registry in order for it to enter into and perform its obligations under this Agreement.
DISCLAIMER OF WARRANTIES. THE EPP, APIS, SOFTWARE, AND DATA ARE PROVIDED "AS-IS" AND WITHOUT ANY WARRANTY OF ANY KIND. THE REGISTRY EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE REGISTRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE EPP, APIS, OR SOFTWARE WILL MEET THE REGISTRAR'S REQUIREMENTS, OR THAT THE OPERATION OF THE EPP, APIS, OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE EPP, APIS, DATA, OR SOFTWARE WILL BE CORRECTED. FURTHERMORE, THE REGISTRY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE EPP, APIS, SOFTWARE, OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE EPP, APIS, SOFTWARE, OR DOCUMENTATION PROVES DEFECTIVE, THE REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF THE REGISTRAR'S OWN SYSTEMS AND SOFTWARE.
The Registrar, at its own expense and within thirty (30) calendar days of presentation of a demand by the Registry under this paragraph, will indemnify and hold harmless the Registry and its employees, directors, officers, representatives, affiliates, delegates, shareholders, agents, successors, and/or assigns, against any claim, suit, action, or other proceeding brought against the Registry or any affiliate of the Registry based on or arising from any claim or alleged claim relating to Registrar's breach of this Agreement; provided, however, that in any such case: (a) Registry provides Registrar with prompt notice of any such claim, and (b) upon Registrar's written request, Registry will provide to Registrar all available information and assistance reasonably necessary for Registrar to defend such claim, provided that Registrar reimburses the Registry for its actual and reasonable costs and expenses. Registrar will not enter into any settlement or compromise of any such indemnifiable claim without the Registry's prior written consent, which consent shall not be unreasonably withheld. Registrar 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 the Registry in connection with or arising from any such indemnifiable claim, suit, action or proceeding. Registry, at its own expense and after presentation of a demand by Registrar under this Section, will indemnify, defend and hold harmless Registrar and its employees, directors, officers, representatives, agents, affiliates, against any of the foregoing based on or arising from any claim or alleged claim that the EPP, or SRS infringe a patent, copyright, trademark, trade secret or other third party intellectual property right; provided that in any such case: (i) Registrar provides Registry with prompt notice of any such claim, and (ii) upon Registry's written request, Registrar will provide to Registry all available information and assistance reasonably necessary for Registry to defend such claim, provided that Registry reimburses Registrar for their actual and reasonable attorneys' fees and costs incurred against or otherwise incurred by the Registrar or in connection with or arising from any such indemnifiable claim, suit, action or proceeding. Registry will not enter into any settlement or compromise of any such indemnifiable claim without Registrar's prior written consent, which consent shall not be unreasonably withheld. Registry 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 Registrar in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.
For Registry by:
For Registrar by: