Unsponsored TLD Agreement: Appendix F (.biz) Posted: 11 May 2001

This Registry-Registrar Agreement (the "Agreement") is between NeuLevel, Inc., a Delaware corporation, with its principal place of business located at Loudoun Tech Center, 45980 Center Oak Plaza, Sterling, VA 20166 ("Registry Operator"), and [Registrar's name], a [jurisdiction and type of organization], with its principal place of business located at [Registrar's location] ("Registrar").

WHEREAS, Registry Operator has entered a Registry Agreement with the Internet Corporation for Assigned Names and Numbers to operate a shared registration system, TLD nameservers, and other equipment for the .biz top-level domain;

WHEREAS, multiple registrars will provide Internet domain name registration services within the .biz top-level domain;

WHEREAS, Registrar wishes to act as a registrar for domain names within the .biz top-level domain.

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, Registry Operator and Registrar, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

1.1. The "APIs" are the application program interfaces by which Registrar may interact, through the XRP, with the Registry System.

1.2. "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 under this Agreement and marked or otherwise identified as Confidential, provided that if a communication is oral, the Disclosing Party will notify the Receiving Party in writing within 15 days of the disclosure.

1.3. "DNS" means the Internet domain name system.

1.4. The "Effective Date" shall be the date on which it is first executed by both parties.

1.5. "ICANN" means the Internet Corporation for Assigned Names and Numbers.

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 the Registry TLD, whether consisting of two or more (e.g., john.smith.name) levels, about which 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 TLD zone file (e.g., a registered but inactive name).

1.8. "Registered Name Holder" means the holder of a Registered Name.

1.9. The "Registrar Tool Kits" shall mean the Tool Kits set forth in Exhibit A. The Registrar Tool Kits shall be comprised of the Domain Name Application Service and the Registry Live Tool Kits.

1.10. "Registry Agreement" means the Registry Agreement between Registry Operator and ICANN dated [date of Registry Agreement] for the operation of the Registry TLD.

1.11. "Registry TLD" means the .biz TLD.

1.12. "Registry Database" means a database comprised of data about one or more DNS domain names within the domain of the Registry TLD 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.

1.13. "Registry Services" means services provided as an integral part of the operation of the Registry TLD, including all subdomains in which Registered Names are registered. In determining whether a service is integral to the operation of the Registry TLD, consideration will be given to the extent to which the Registry Operator has been materially advantaged in providing the service by its designation as such under this Agreement. The development of technology, expertise, systems, efficient operations, reputation (including identification as Registry Operator), financial strength, or relationships with registrars and third parties shall not be deemed an advantage arising from the designation. Registry Services include: receipt of data concerning registration of domain names and nameservers from registrars, provision to registrars of status information relating to the Registry TLD, dissemination of TLD zone files, operation of the Registry TLD zone servers, dissemination of contact and other information concerning domain-name and nameserver registrations in the Registry TLD.

1.14. The "Registry System" means the registry system operated by Registry Operator for Registered Names in the Registry TLD.

1.15. "Term" means the term of this Agreement, as set forth in Subsection 8.1.

1.16. "XRP" means the extensible registry-registrar protocol used by the Registry System.

1.17. A "TLD" means a top-level domain of the DNS.

Other terms used in this Agreement as defined terms shall have the meanings ascribed to them in the context in which they are defined.

2. OBLIGATIONS OF REGISTRY OPERATOR

2.1. Access to Registry System. Throughout the term of this Agreement, Registry Operator shall provide Registrar with access as a registrar to the Registry System that Registry Operator operates according to its arrangements with ICANN. Nothing in this Agreement entitles Registrar to enforce any agreement between Registry Operator and ICANN.

2.2. Maintenance of Registrations Sponsored by Registrar. Subject to the provisions of this Agreement, ICANN requirements, and Registry requirements authorized by ICANN, Registry Operator shall maintain the registrations of Registered Names sponsored by Registrar in the Registry System during the term for which Registrar has paid the fees required by Subsection 4.1.

2.3. Provision of Tool Kits; License.

2.3.1. Domain Name Application Service Tool Kit. Until the expiration of the Domain Name Application Service (as set forth in Appendix J to the Registry Agreement), Registry Operator shall provide to Registrar a copy of the Domain Name Application Service Tool Kit no later than five business days after the Effective Date. Such Domain Name Application Service Tool Kit shall provide sufficient technical specifications to allow Registrar to interface with the Domain Name Application Service portion of the Registry System and employ its features that are available to Registrars; provided that if the Effective Date occurs prior to the date that Registry Operator has made the Domain Name Application Service Tool Kit available to .biz accredited Registrars generally ("DNAS Availability Data"), and such date is prior to the expiration of the Domain Name Application Service, Registry Operator shall provide to Registrar a copy of the Domain Name Application Service Tool Kit, no later than five (5) business days after the DNAS Availability Date.

2.3.2. Registry Live Tool Kit. No later than five business days after the Effective Date, Registry Operator shall provide to Registrar a copy of the Registry Live Tool Kit, which shall provide sufficient technical specifications to allow Registrar to interface with the Registry Live portion of the Registry System and employ its features that are available to Registrars; provided that if the Effective Date occurs prior to the date that Registry Operator has made the Registry Live Tool Kit available to .biz accredited Registrars generally ("Live Availability Data"), Registry Operator shall provide to Registrar a copy of the Registry Live Tool Kit, no later than five (5) business days after the Live Availability Date.

2.3.3. License. Subject to the terms and conditions of this Agreement, Registry Operator hereby grants Registrar and Registrar accepts a non-exclusive, non-transferable, worldwide limited license to use for the term and purposes of this Agreement the XRP, APIs and any reference client software included in the Registrar Tool Kits, as well as updates and redesigns thereof, for providing domain name registration services in the Registry TLD only and for no other purpose.

2.4. Changes to System. Registry Operator may from time to time make modifications to the XRP, APIs, or other software licensed hereunder that will revise or augment the features of the Registry System. Registry Operator will provide Registrar with at least ninety days notice prior to the implementation of any material changes to the XRP, APIs or software licensed hereunder.

2.5. Engineering and Customer Service Support. Registry Operator shall provide Registrar with engineering and customer service support as set forth in Exhibit B.

2.6. Handling of Personal Data. Registry Operator shall notify Registrar of the purposes for which Personal Data submitted to Registry Operator by Registrars is collected, the intended recipients (or categories of recipients) of such Personal Data, the mechanism for access to and correction of such Personal Data, and the retention policy of Registry Operator for such Personal Data. Registry Operator shall take reasonable steps to protect Personal Data from loss, misuse, unauthorized disclosure, alteration or destruction. Registry Operator shall not use or authorize the use of Personal Data in a way that is incompatible with the notice provided to registrars.

2.7. ICANN Requirements. Registry Operator's obligations hereunder are subject to modification at any time as a result of ICANN-mandated requirements and consensus policies. Notwithstanding anything in this Agreement to the contrary, Registrar shall comply with any such ICANN requirements in accordance with the timeline defined by ICANN.

3. OBLIGATIONS OF REGISTRAR

3.1. Accredited Registrar. During the term of this Agreement, Registrar shall maintain in full force and effect its accreditation by ICANN as a registrar for the Registry TLD, by either, at the sole discretion of ICANN, amending its existing ICANN Accreditation Agreement with ICANN ("Accreditation Agreement") to apply to Registry Operator, or by signing a new Accreditation Agreement with ICANN that applies to Registry Operator.

3.2. Registrar Responsibility for Customer Support. Registrar shall provide (i) support to accept orders for Registered Names and (ii) customer service (including domain name record support) and billing and technical support to Registered Name Holders.

3.3. Registrar's Registration Agreement. At all times while it is sponsoring the registration of any Registered Name within the Registry System, Registrar shall have in effect an electronic or paper registration agreement with the Registered Name Holder. The initial form of Registrar's registration agreement is attached as Exhibit C (which may contain multiple alternative forms of the registration agreement). Registrar may from time to time amend those forms of registration agreement or add alternative forms of registration agreement, provided a copy of the amended or alternative registration agreement is furnished to the Registry Operator three business days in advance of the use of such amended registration agreement. Registrar shall include in its registration agreement those terms required by this Agreement and other terms that are consistent with Registrar's obligations to Registry Operator under this Agreement.

3.4. Indemnification Required of Registered Name Holders. In its registration agreement with each Registered Name Holder, Registrar shall require such Registered Name Holder to indemnify, defend and hold harmless 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 relating to the Registered Name Holder's domain name registration. The registration agreement shall further require this indemnification obligation survive the termination or expiration of the registration agreement.

3.5. Data Submission Requirements. As part of its registration and sponsorship of Registered Names in the Registry TLD, Registrar shall submit complete data as required by technical specifications of the Registry System that are made available to Registrar from time to time. Registrar hereby grants Registry Operator a non-exclusive, non-transferable, limited license to such data for propagation of and the provision of authorized access to the TLD zone files and as otherwise required in Registry Operator's operation of the Registry TLD.

3.6. Security. Registrar agrees to develop and employ in its domain name registration business all necessary technology and restrictions to ensure that its connection to the Registry System is secure. All data exchanged between Registrar's system and the Registry System shall be protected to avoid unintended disclosure of information. Registrar agrees to employ the necessary measures to prevent its access to the Registry System granted hereunder from being used to (1) allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass unsolicited, commercial advertising or solicitations to entities other than its own existing customers; or (2) enable high volume, automated, electronic processes that send queries or data to the systems of Registry Operator, any other registry operated under an agreement with ICANN, or any ICANN-accredited registrar, except as reasonably necessary to register domain names or modify existing registrations. In addition, Registry Operator may require other reasonable security provisions to ensure that the Registry System is secure.

3.7. Resolution of Technical Problems. 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 XRP and the APIs in conjunction with Registrar's systems. Registrar agrees that in the event of significant degradation of the System or other emergency, Registry Operator may, in its sole discretion, temporarily suspend access to the System. Such temporary suspensions shall be applied in a non-arbitrary manner and shall apply fairly to any registrar similarly situated, including affiliates of Registry Operator.

3.8. Time. 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.

3.9. Change in Registrar Sponsoring Domain Name. Registrar may assume sponsorship of a Registered Name Holder's existing domain name registration from another registrar by following the policy set forth in Exhibit D. When transferring sponsorship of a Registered Name to or from another registrar, Registrar shall comply with the requirements of Exhibit D.

3.10. Compliance with Terms and Conditions. Registrar shall comply with, and shall include in its registration agreement with each Registered Name Holder as appropriate, all of the following:

3.10.1. ICANN standards, policies, procedures, and practices for which Registry Operator has monitoring responsibility in accordance with the Registry Agreement or other arrangement with ICANN.

3.10.2. Operational standards, policies, procedures, and practices for the Registry TLD as set forth in the Registry Agreement and as established from time to time by Registry Operator in a non-arbitrary manner and applicable to all registrars, including affiliates of Registry Operator, and consistent with ICANN's standards, policies, procedures, and practices and Registry Operator's Registry Agreement with ICANN. Among Registry Operator's operational standards, policies, procedures, and practices are those set forth in Exhibit E. Additional or revised Registry Operator operational standards, policies, procedures, and practices for the Registry TLD shall be effective upon thirty days notice by Registry Operator to Registrar.

3.10.3 Operational standards, policies, procedures, and practices for the IP Claim Service are set forth in Exhibit I.

3.11. Restrictions on Registered Names. In addition to complying with ICANN standards, policies, procedures, and practices limiting domain names that may be registered, Registrar agrees to comply with applicable statutes and regulations limiting the domain names that may be registered.

4. FEES

4.1. Amount of Registry Operator Fees. Registrar agrees to pay Registry Operator the fees set forth in Exhibit F for initial and renewal registrations and other services provided by Registry Operator to Registrar (collectively, "Fees"). Registry Operator reserves the right to revise the Fees prospectively upon thirty days notice to Registrar, provided that such adjustments are consistent with Registry Operator's Registry Agreement with ICANN. As one element of the Fees, Registrar agrees to pay Registry Operator the applicable variable fees assessed to Registry Operator by ICANN, as permitted by Subsection 3.14.5 of the Registry Agreement.

4.2. Payment of Registry Operator Fees. In advance of incurring Fees, Registrar shall establish a letter of credit, deposit account, or other credit facility accepted by Registry Operator, which acceptance will not be unreasonably withheld so long as payment is assured. All Fees are due immediately upon receipt of applications for initial and renewal registrations, or upon provision of other services provided by Registry Operator to Registrar. Payment shall be made via debit or draw down of the deposit account, letter of credit or other credit facility. Registry Operator shall provide monthly invoices to the Registrar.

4.3. Non-Payment of Fees. In the event Registrar has insufficient funds deposited or available through the letter of credit or credit facility with Registry Operator, Registry Operator may do any or all of the following: (a) stop accepting new initial or renewal registrations from Registrar; (b) delete the domain names associated with any negative balance incurred from the Registry database; and (c) pursue any other remedy under this Agreement.

4.4. Parity of ICANN Support Fees. Registry Operator may pay Variable Registry-Level Fees to ICANN under Subsection 3.14.2 of its Registry Agreement with ICANN. In consideration of Registry-Operator's payment of these fees, Registrar provides the following assurance of parity of support of ICANN among TLDs: For any period in which (a) Registry Operator pays ICANN Variable Registry-Level Fees for the Registry TLD; (b) Registrar is not required to pay ICANN an on-going component of registrar accreditation fees for accreditation as a registrar in the Registry TLD; (c) the Registry Operator for the .com, .net, and .org is not obligated by its Registry Agreement with ICANN to pay ICANN Variable Registry-Level Fees; and (d) Registrar is accredited by ICANN as a registrar in the .com, .net, and .org TLDs, Registrar hereby gives its express approval of an on-going component of its Registrar accreditation fees for .com, .net, and .org TLDs that is equivalent, on a per-name basis, to the Variable Registry-Level Fee paid by Registry Operator to ICANN with respect to the Registry TLD.

5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

5.1. Use of Confidential Information. During the Term of this Agreement, each party (the "Disclosing Party") may be required to disclose its Confidential Information to the other Party (the "Receiving Party"). Each party's use and disclosure of the Confidential Information of the other party shall be subject to the following terms and conditions:

5.1.1. 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.

5.1.2. The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party solely for the purpose of exercising its right or performing its obligations under this Agreement and for no other purposes whatsoever.

5.1.3. The Receiving Party shall make no disclosures whatsoever of any Confidential Information of the Disclosing Party 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 confidentiality terms of this Agreement.

5.1.4. The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.

5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.

5.1.6. Notwithstanding the foregoing, this Subsection 5.1 imposes no obligation upon the parties with respect to information that (a) is disclosed with the Disclosing Party's prior written approval; or (b) is or has entered the public domain through no fault of the Receiving Party; or (c) is known by the Receiving Party prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of the Confidential Information; or (e) is made generally available by the Disclosing Party without restriction on disclosure.

5.1.7. In the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party's Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if 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 which is legally required.

5.1.8. The Receiving Party's duties under this Subsection 5.1 shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.

5.2. Intellectual Property.

5.2.1. Subject to Subsection 3.5, 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. In addition, Registry Operator, or its suppliers and/or licensees, shall own all right, title and interest in and to the XRP, APIs, Registrar Tool Kits, and any software incorporated into the Registry System, as well as all intellectual property appurtenant thereto.

5.2.2. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by the Disclosing Party to the Receiving Party by this Agreement, or by any disclosure of any Confidential Information to the Receiving Party under this Agreement.

6. INDEMNITIES AND LIMITATION OF LIABILITY

6.1. Indemnification. Registrar, at its own expense and within thirty days after presentation of a demand by Registry Operator under this Section, will indemnify, defend and hold harmless Registry Operator and its employees, directors, officers, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Registry Operator or any affiliate of Registry Operator based on or arising from any claim or alleged claim: (i) relating to any product or service of Registrar; (ii) relating to any agreement, including Registrar's dispute policy, with any Registered Name Holder of Registrar; or (iii) relating to Registrar's domain name registration business, including, but not limited to, Registrar's advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided, however, that in any such case: (a) Registry Operator provides Registrar with prompt notice of any such claim, and (b) upon Registrar's written request, Registry Operator will provide to Registrar all available information and assistance reasonably necessary for Registrar to defend such claim, provided that Registrar reimburses Registry Operator for its actual and reasonable costs incurred in connection with providing such information and assistance. Registrar will not enter into any settlement or compromise of any such indemnifiable claim without Registry Operator'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 Registry Operator in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

6.2. Limitation of Liability. EXCEPT AS PROVIDED IN SUBSECTION 6.3 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR ANY VIOLATIONS OF THIS AGREEMENT.

6.3. Performance Credits. In the event Registry Operator fails to meet the performance specifications set forth in Exhibit G of this Agreement, Registry Operator shall provide a credit to Registrar in an amount equal to its proportionate share of applicable performance credits set forth in Exhibit H to this Agreement. Such performance credits shall constitute the sole and exclusive remedy available to Registrar with regard to Registry Operator's failure to meet the performance specifications.

7. DISPUTE RESOLUTION

7.1. Dispute Resolution. Disputes arising under or in connection with this Agreement, including requests for specific performance, shall be resolved through binding arbitration conducted as provided in this Section pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce ("ICC"). The arbitration shall be conducted in the English language and shall occur in the Commonwealth of Virginia, USA. There shall be three arbitrators: each party shall choose one arbitrator and, if the two arbitrators are not able to agree on a third arbitrator, the third shall be chosen by the ICC. 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 ICC 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 initiation of arbitration. Any litigation brought to enforce an arbitration award shall be brought in a Commonwealth or federal court in the eastern district of the Commonwealth of Virginia, 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 a Party during the pendency of an arbitration, each Party shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or a court located in the Eastern District of the Commonwealth of Virginia, USA, which shall not be a waiver of this arbitration agreement.

8. TERM AND TERMINATION

8.1. Term of the Agreement; Revisions. The Term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, shall expire on the expiration of the Registry Agreement. In the event that revisions to Registry Operator's approved form of Registry-Registrar Agreement are approved or adopted by ICANN, Registrar will either execute an amendment substituting the revised agreement in place of this Agreement or, at its option exercised within fifteen days after receiving notice of such amendment, terminate this Agreement immediately by giving written notice to Registry Operator. In the event that Registry Operator does not receive such executed amendment or notice of termination from Registrar within such fifteen day period, Registrar shall be deemed to have terminated this Agreement effective immediately.

8.2. Termination. This Agreement may be terminated as follows:

8.2.1. Termination For Cause. In the event that either party materially breaches any of its obligations under this Agreement and such breach is not substantially cured within thirty 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.

8.2.2. Termination at Option of Registrar. Registrar may terminate this Agreement at any time by giving Registry Operator thirty days notice of termination.

8.2.3. Termination Upon Loss of Registrar's Accreditation. This Agreement shall terminate in the event Registrar's accreditation by ICANN is terminated or expires without renewal.

8.2.4. Termination in the Event of Termination of Registry Agreement. This Agreement shall terminate in the event that Registry Operator's Registry Agreement with ICANN is terminated or expires without entry of a subsequent Registry Agreement with ICANN and this Agreement is not assigned under Subsection 9.1.1.

8.2.5. Termination in the Event of Insolvency or Bankruptcy. Either party may terminate this Agreement if the other party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a party 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 a party's property or assets or the liquidation, dissolution or winding up of a party's business.

8.3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason:

8.3.1. Registry Operator will complete the registration of all domain names processed by Registrar prior to the effective date of such expiration or termination, provided that Registrar's payments to Registry Operator for Fees are current and timely.

8.3.2. Registrar shall immediately transfer its sponsorship of Registered Names to another ICANN-accredited registrar in compliance with any procedures established or approved by ICANN.

8.3.3. All Confidential Information of the Disclosing Party in the possession of the Receiving Party shall be immediately returned to the Disclosing Party.

8.3.4. All fees owing to Registry Operator shall become immediately due and payable.

8.4. Survival. In the event of termination of this Agreement, the following shall survive: (i) Subsections 2.6, 3.5, 5.1, 5.2, 6.1, 6.2, 7.1, 8.3.3, 8.3.4, 8.4, 9.2, 9.3.3, 9.5, 9.6, 9.8, 9.9, 9.10, 9.11 and 9.13 and (ii) the Registered Name Holder's indemnification obligation under Subsection 3.4. Neither party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.

9. MISCELLANEOUS

9.1. Assignments.

9.1.1. Assignment to Successor Registry Operator. In the event the Registry Operator's Registry Agreement is terminated (and such termination is deemed final under the Registry Agreement) or expires without entry by Registry Operator and ICANN of a subsequent registry agreement, Registry Operator's rights under this Agreement may be assigned to a company with a subsequent registry agreement covering the Registry TLD upon ICANN's giving Registrar written notice within sixty days of the termination or expiration, provided that the subsequent registry operator assumes the duties of Registry Operator under this Agreement.

9.1.2. Assignment in Connection with Assignment of Agreement with ICANN. In the event that Registry Operator's Registry Agreement with ICANN for the Registry TLD is validly assigned, Registry Operator's rights under this Agreement shall be automatically assigned to the assignee of the Registry Agreement, provided that the assignee assumes the duties of Registry Operator under this Agreement. 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.

9.1.3. Other Assignments. Except as otherwise expressly provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the parties. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

9.2. 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 e-mail or by telecopier during business hours) to the address or telecopier 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:

with copy to:

If to Registry Operator:

NeuLevel, Inc.
Loundoun Tech Center
45980 Center Oak Plaza
Sterling, VA 20166
Attn: VP of Policy and Industry Relations

with a copy to:

NeuLevel, Inc.
Loundoun Tech Center
45980 Center Oak Plaza
Sterling, VA 20166
Attn: General Counsel

9.3. Representations and Warranties.

9.3.1. Registrar. Registrar represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the law of the ______________, (2) it has all requisite corporate power and authority to execute, deliver 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 Registrar, (5) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Registrar in order for it to enter into and perform its obligations under this Agreement.

9.3.2. Registry Operator. Registry Operator represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (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 Registry Operator, and (4) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Registry Operator in order for it to enter into and perform its obligations under this Agreement.

9.3.3. Disclaimer of Warranties. THE XRP, APIs, REGISTRAR TOOLKITS, REGISTRY SYSTEM AND ANY COMPONENT THEREOF ARE PROVIDED "AS-IS" AND WITHOUT ANY WARRANTY OF ANY KIND. REGISTRY OPERATOR 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. REGISTRY OPERATOR DOES NOT WARRANT THAT THE XRP, APIs, REGISTRAR TOOLKITS, REGISTRY SYSTEM OR ANY COMPONENT THEREOF WILL MEET REGISTRAR'S REQUIREMENTS, OR THAT THE OPERATION OF XRP, APIs, REGISTRAR TOOLKITS, THE REGISTRY SYSTEM OR ANY COMPONENT THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE XRP, APIs, REGISTRAR TOOLKITS, REGISTRY SYSTEM OR ANY COMPONENT THEREOF WILL BE CORRECTED. FURTHERMORE, REGISTRY OPERATOR DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE XRP, APIs, REGISTRAR TOOLKITS, REGISTRY SYSTEM OR ANY COMPONENT THEREOF OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE XRP, APIs, REGISTRAR TOOLKITS, THE REGISTRY SYSTEM OR ANY COMPONENT THEREOF PROVE DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF REGISTRAR'S OWN SYSTEMS AND SOFTWARE.

9.4. Insurance. During the Term of this Agreement, and any renewal Terms, Registrar shall have in place US $1,000,000 in comprehensive legal liability insurance from a reputable insurance provider with an A.M. Best rating of "A" or better. Such Insurance shall be used to indemnify and hold harmless Registry Operator and its employees, directors, officers, representatives, agents and affiliates from all costs and damages (including reasonable attorneys' fees) which it may suffer by reason of Registrar's failure to indemnify Registry Operator as provided above. Registrar shall provide a copy of the insurance policy to Registry Operator upon Registry Operator's reasonable request.

9.5. Third-Party Beneficiaries. The Parties expressly agree that ICANN is an intended third-party beneficiary of this Agreement. Otherwise, this Agreement shall not be construed to create any obligation by either party to any non-party to this Agreement, including any holder of a Registered Name. Registrar acknowledges that nothing in this Agreement shall confer upon Registrar the status of an intended third-party beneficiary to the Registry Agreement.

9.6. Relationship of the Parties. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the parties.

9.7. Force Majeure. Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government or other competent authority, compliance with any statutory obligation or executive order, industrial disputes of any kind (whether or not involving either party's employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, equipment or facilities shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first six months of such interference, provided that such party uses best efforts to avoid or remove such causes of nonperformance as soon as possible.

9.8. Amendments. Except as otherwise provided herein, no amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties.

9.9. 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. Neither 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.

9.10. 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).

9.11. 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.

9.12. 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.

9.13. Entire Agreement. This Agreement (including its exhibits, which form a part of it) constitutes the entire agreement between the parties concerning the subject matter of this Agreement 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.

9.14. 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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

NeuLevel, Inc. By: Name: Title:

[Registrar] By: Name: Title:

Registry-Registrar Software Development Kit includes:

1. Software Development Kit for Domain Name Application Service

• Secure ftp client
• Reference client implementation:
• TCL
• Interface definition:
• ABNF
• XML schema
• Registry Operational Profile (our extensions)
• Authentication and Encryption guidelines

2. Software Development Kit for Registry Live

• Reference client implementations:
  • Java
  • Language bindings
  • Interface Definition Language (IDL)
• Interface definition:
  • ABNF
  • XML schema
• Registry Operational Profile (our extensions)
• Authentication and Encryption guidelines
• Epp "feature freeze" drafts
• Epp test plan and coverage matrix
• Java, API documentation
  
  

  ---

During the Term of this Agreement, Registry Operator will provide reasonable telephone and electronic customer support to Registrar, not Registered Name holders or prospective customers of Registrar, for non-technical issues solely relating to the Registry System and its operation. Registry Operator will provide Registrar with a telephone number and e-mail address for such support during implementation of the XRP, APIs and Software. While e-mail and FAQs are the primary method of help, Registry Operator will provide support on a 7-day/24-hour basis. Registry Operator will provide a web-based customer service capability in the future and such web-based support will become the primary method of customer service support to Registrar at such time.

The Registry Operator provides a clear, concise and efficient deliberation of customer support responsibilities. Registrars provide support to registrants and registries provide support for Registrars. This allows the Registry to focus its support on the highly technical and administratively complex issues that arise between the Registry and the Registrar.

Technical Help Systems

NeuLevel will provide the Registrars with the following types of technical support:

• Web-based self-help services, including:
  • Knowledge bases
  • Frequently asked questions
  • White papers
  • Downloads of XRP client software
  • Support for email messaging
• Telephone support from our central Help Desk
• Fee-based consulting services.

Web Portal

Registry Operator will implement a secure Web-based multimedia portal to help support registrar operations. To obtain access to our Web-based services, a registrar must register his registrants with us, and must have implemented our security features, including SSL encryption, log in with user ID and password, and digital certificates for authentication. The home page of the web portal will include a notice to registrars of planned outages for database maintenance or installation of software upgrades. This notification will be posted 30 days prior to the event in addition to active notification including phone calls and email. We will also record outage notifications in the help desk database to facilitate compliance with the service-level agreement. Finally, seven days and again two days prior to the scheduled event, we will use both an email and a Web-based notification to remind registrars of the outage.

Non-affiliated registrars and the general Internet community may obtain generic information from NeuLevel's public Web site, which will describe our TLD service offerings and list ICANN-certified registrars providing domain-name services.

Central Help Desk

In addition to implementing the Web site, we will provide telephone support to our registrars through our central Help Desk. Access to the help desk telephone support is through an automatic call distributor that routes each call to the next available customer support specialist. We will authenticate callers by using caller ID and by requesting a pre-established pass phrase that is different for each registrar. Requests for assistance may also come to the Help Desk via email, either directly or via the secure Web site. The Help Desk's three tiers of support are:

Tier-1 Support. Telephone support to registrars who normally are calling for help with customer domain-name problems and such other issues such as XRP implementation or billing and collection. Problems that can't be resolved at Tier 1 are escalated to Tier 2.

Tier-2 Support. Support provided by members of the technical support team, who are functional experts in all aspects of domain-name registration. In addition to resolving escalated Tier 1 problems with XRP implementation and billing and collection, Tier 2 staff provides technical support in system tuning and workload processing.

Tier 3 Support. Complex problem resolution provided by on-site maintenance technicians, third party systems and software experts, and vendors, depending on the nature of the problem.

In turn, the Help Desk uses an automated software package to collect call statistics and record service requests and trouble tickets in a help desk database. The help desk database documents the status of requests and tickets, and notifies the Help Desk when an SLA threshold is close to being breached. Each customer-support and technical support specialist uses our problem management process to respond to trouble tickets with a troubleshooting, diagnosis, and resolution procedure and a root-cause analysis.

Escalation Policy

Our escalation policy defines procedures and timelines for elevating problems either to functional experts or to management for resolution if they not resolved within the escalation-policy time limits. The following table is an overview of our escalation policy.

Level	Description	Escalation Policy	Notification
I	Catastrophic outage affecting overall registry operations	Data-center manager escalates to NeuLevel management and Disaster-Recovery Team if not resolved in 15 minutes	Web portal and e-mail notifications to all Registrars within 15 minutes; updates every 30 minutes
II	Systems outage affecting one or two registrar sessions but not the entire system	Systems engineer escalates to data-center manager if not resolved in one hour	Web-portal notification to all registrars; hourly updates
III	Technical questions	Help Desk customer-support specialist escalates to the systems engineer if not resolved in two hours	Hourly updates to registrar via e-mail
IV	Basic questions	Help Desk customer-support specialist escalates to the systems engineer if not resolved within four hours	Hourly updates to registrar via e-mail

Staffing

Initially, Registry Operator will staff its Help Desk with a complement of customer service specialists. We will add staff as necessary to respond to incoming requests within the service-level agreement. Customer-service specialists will obtain assistance from Registry Operator's technical staff for any problems that cannot be resolved in one phone call.

Test and Evaluation Facility

Registry Operator will establish an operational test-and-evaluation facility that will be available for Registrars to test their client XRP system. Our technical-support team, which consists of functional experts in the processes and technologies for domain-name registration, will support the registrars' testing.

Once each new Registrar is satisfied that its system is compatible with the registry system, it will schedule a formal acceptance test that will be monitored by our system engineer. After a registrar has passed the acceptance test, we will issue its user id, passwords, and digital certificates, and the Registrar can begin operations.

Customer Satisfaction Survey

To determine Registrars' satisfaction with Registry Services, Registry Operator will implement a Web-based customer-satisfaction survey that will consist of a set of survey questions with responses ranging from one to five on the Likert Scale. We will tabulate the results and publish them on the Web site.

To further verify the quality of our customer services, Registry Operator will commission a biannual customer-satisfaction survey by an independent third party.

A. Holder-Authorized Transfers.

Registrar Requirements.

The registration agreement between each Registrar and its Registered Name Holder shall include a provision explaining that a Registered Name Holder will be prohibited from changing its Registrar during the first 60 days after initial registration of the domain name with the Registrar. Beginning on the 61st day after the initial registration with the Registrar, the procedures for change in sponsoring registrar set forth in this policy shall apply. Enforcement shall be the responsibility of the Registrar sponsoring the domain name registration.

For each instance where a Registered Name Holder wants to change its Registrar for an existing domain name (i.e., a domain name that appears in a particular top-level domain zone file), the gaining Registrar shall:

1) Obtain express authorization from an individual who has the apparent authority to legally bind the Registered Name Holder (as reflected in the database of the losing Registrar).

a) The form of the authorization is at the discretion of each gaining Registrar.

b) The gaining Registrar shall retain a record of reliable evidence of the authorization.

2) In those instances when the Registrar of record is being changed simultaneously with a transfer of a domain name from one party to another, the gaining Registrar shall also obtain appropriate authorization for the transfer. Such authorization shall include, but not be limited to, one of the following:

a) A bilateral agreement between the parties.

b) The final determination of a binding dispute resolution body.

c) A court order.

3) Request, by the transmission of a "transfer" command as specified in the XRP, that the Registry database be changed to reflect the new Registrar.

a) Transmission of a "transfer" command constitutes a representation on the part of the gaining Registrar that:

(1) the requisite authorization has been obtained from the Registered Name Holder listed in the database of the losing Registrar, and

(2) the losing Registrar will be provided with a copy of the authorization if and when requested.

In those instances when the Registrar of record denies the requested change of Registrar, the Registrar of record shall notify the prospective gaining Registrar that the request was denied and the reason for the denial.

Instances when the requested change of sponsoring Registrar may be denied include, but are not limited to:

1) Situations described in the Domain Name Dispute Resolution Policy

2) A pending bankruptcy of the Registered Name Holder

3) Dispute over the identity of the Registered Name Holder

4) Request to transfer sponsorship occurs within the first 60 days after the initial registration with the Registrar

In all cases, the losing Registrar shall respond to the electronic notice regarding the "transfer" request within five (5) days. Failure to respond will result in a default "approval" of the "transfer."

Registry Requirements.

Upon receipt of the "transfer" command from the gaining Registrar, Registry Operator will transmit an electronic notification to both Registrars.

Registry Operator shall complete the "transfer" if either:

1) the losing Registrar expressly "approves" the request, or

2) Registry Operator does not receive a response from the losing Registrar within five (5) days.

When the Registry's database has been updated to reflect the change to the gaining Registrar, Registry Operator will transmit an electronic notification to both Registrars.

Records of Registration.

Each Registered Name Holder shall maintain its own records appropriate to document and prove the initial domain name registration date, regardless of the number of Registrars with which the Registered Name Holder enters into a contract for registration services.

Effect on Term of Registration.

The completion by Registry Operator of a holder-authorized transfer under this Part A shall result in a one-year extension of the existing registration, provided that in no event shall the total unexpired term of a registration exceed ten (10) years.

B. ICANN-Approved Transfers.

Transfer of the sponsorship of all the registrations sponsored by one registrar as the result of acquisition of that Registrar or its assets by another Registrar may be made according to the following procedure:

(a) The gaining Registrar must be accredited by ICANN for the Registry TLD and must have in effect a Registry-Registrar Agreement with Registry Operator for the Registry TLD.

(b) ICANN must certify in writing to Registry Operator that the transfer would promote the community interest, such as the interest in stability that may be threatened by the actual or imminent business failure of a Registrar.

Upon satisfaction of these two conditions, Registry Operator will make the necessary one-time changes in the registry database for no charge, for transfers involving 50,000 name registrations or fewer; provided that the data to be transferred to Registry Operator is in the form specified by Registry Operator as may be reasonably approved by ICANN ("Approved Format"). If the transfer involves registrations of more than 50,000 names, and the data to be transferred to Registry Operator is in the Approved Format, Registry Operator will charge the gaining registrar a one-time flat fee of US$ 50,000. If the data to be transferred is not in the Approved Format, the Registry Operator may charge a reasonable fee in connection with the costs associated with reformatting such data.

I. Registration Requirements

Before the Registry Operator will accept applications for registration from Registrar, all domain name applicants in the .biz TLD ("Applicants") must:

1. Enter into an electronic or paper registration agreement with the Registrar ("Registrar"), in accordance with the ICANN Registrar Accreditation Agreement ("Accreditation Agreement") and this Agreement. Such electronic or paper registration agreement shall include, at a minimum, the following certifications:

a) The data provided in the domain name registration application is true, correct, up to date and complete; and

b) The registrant will keep the information provided above up to date.

2. Certify in the Registration Agreement that to the best of its knowledge:

a) The registered domain name will be used primarily for bona fide business or commercial purposes and not (i) exclusively for personal use; or (ii) solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the
domain name for compensation.

b) The domain name registrant has the authority to enter into the registration agreement; and

c) The registered domain name is reasonably related to the registrant's business or intended commercial purpose at the time of registration.

II. Incorporation of .Biz Dispute Resolution Services

In addition, Registrar agrees to incorporate the following text (or translation of such text into relevant language) into their Registration Agreement:

"The Registrant acknowledges having read and understood and agrees to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:

(i) The Uniform Domain Name Dispute Resolution Policy, available at <URL>;

(ii) The Start-up Dispute Resolution Policy ("SUDRP"), available at <URL>; and

(iii) The Restrictions Dispute Resolution Criteria and Rules, available at <URL>."

The SUDRP sets forth the terms and conditions in connection with a dispute between a registrant of a .biz domain name ("Registrant") with any third party (other than Registry Operator or Registrar) over the registration or use of a .biz domain name registered by Registrant that is subject to the Start-up Intellectual Property Notification Service ("SIPNS"). SIPNS is a service introduced by Registry Operator to notify a trademark or service mark holder ("Claimant") that a second-level domain name has been registered in which that Claimant claims intellectual property rights. In accordance with the SUDRP and its associated Rules, those Claimants will have the right to challenge registrations through independent ICANN-accredited dispute resolution providers.

The UDRP sets forth the terms and conditions in connection with a dispute between a Registrant and any party other than the Registry Operator or Registrar over the registration and use of an Internet domain name registered by Registrant.

The RDRP sets forth the terms under which any allegation that a domain name is not used primarily for business or commercial purposes shall be enforced on a case-by-case, fact specific basis by an independent ICANN-accredited dispute provider. None of the violations of the Restrictions will be enforced directly by or through Registry Operator. Registry Operator will not review, monitor, or otherwise verify that any particular domain name is being used primarily for business or commercial purposes or that a domain name is being used in compliance with the SUDRP or UDRP processes.

III. Reservation

Registry Operator reserves the right to deny, cancel or transfer any registration that it deems necessary, in its discretion; (1) to protect the integrity and stability of the registry; (2) to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of Registry Operator, as well as its affiliates, subsidiaries, officers, directors, and employees; (4) for violations of this Agreement and its Exhibits; or (5) to correct mistakes made by Registry Operator or any Registrar in connection with a domain name registration. Registry Operator also reserves the right to freeze a domain name during resolution of a dispute.

• Domain Name Application Fees (Phase 1). Registrar agrees to pay the non-refundable amounts as set forth below:

US $2.00 Per Domain Name Application Submission

• Initial Registration. Registrar agrees to pay the non-refundable amounts as set forth below:
  
  

  Initial Registration Fee (Per Domain Name)	Volume Range (Number of Registered Names)
  US $5.30	0 to 4,999,999
  US $5.00	5,000,000 to 9,999,999
  US $4.75	10,000,000 +

  
  
• Renewal Fees. Registrar agrees to pay the non-refundable amounts as set forth below:
  
  

  Renewal Fee (Per Domain Name)	Volume Range (Number of Registered Names)
  US $5.30	0 to 4,999,999
  US $5.00	5,000,000 to 9,999,999
  US $4.75	10,000,000 +

  
  
• Secure Domain Name Registration Service. Registrar agrees to pay the non-refundable amounts as set forth below:

US $500.00 Per Secure Domain Name Registration

• Fees for Transfers of Sponsorship of Domain-Name Registrations

Where the sponsorship of a domain name is transferred from an ICANN-Accredited Registrar to another ICANN-Accredited Registrar, other than an ICANN approved bulk transfer, Registry Operator may require the registrar receiving the sponsorship to request a renewal of one year for the name. In connection with that extension, Registry Operator may charge a Renewal Fee for the requested extension as provided in the renewal schedule set forth above. The transfer shall result in an extension according to the renewal request, subject to a ten-year maximum on the future term of any domain-name registration. The Renewal Fee shall be paid in full at the time of the transfer by the ICANN-Accredited Registrar receiving sponsorship of the domain name.

For a bulk transfer approved by ICANN under Part B of Exhibit D to the Registry-Registrar Agreement, Registry Operator will charge the gaining registrar US $0 (for transfers of 50,000 names or fewer) or US$50,000 (for transfers of more than 50,000 names).

• Enhanced Whois Service. Registrar agrees to pay the non-refundable amounts as set forth below:
  
  To be provided with at least 30 days advance notice: Yearly Subscription Fee Rate, One time Usage Fee

Registry Operator reserves the right to revise the Fees prospectively upon thirty days notice to Registrar, provided that such adjustments are consistent with Registry Operator's Registry Agreement with ICANN.

1. Introduction. The attached Performance Specification Matrix ("Matrix") provides a list of performance specifications as they apply to the three Core Services provided by the Registry–SRS, Nameserver, and Whois services.

2. Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Registry-Registrar Agreement.

2.1 "Core Services" refers to the three core services provided by the Registry–SRS, Nameserver, and Whois Services.

2.2 "Performance Specification" refers to the specific committed performance service levels as specified herein.

2.3 "Performance Specification Priority" refers to the Registry's rating system for Performance Specifications. Some Performance Specifications are more critical to the operations of the Registry than others. Each of the Performance Specifications is rated as C1-mission critical, C2-mission important, C3-mission beneficial, or C4-mission maintenance.

2.4 "Registrar Community" refers to all the ICANN-Accredited Registrars accredited by ICANN who have executed Registry-Registrar Agreements with Registry Operator for the Registry TLD.

2.5 "SRS" refers to the Shared Registration System; the service that the Registry provides to the Registrar Community. Specifically, it refers to the ability of Registrars to add, modify, and delete information associated with domain names, nameserver, contacts, and registrar profile information. This service is provided by systems and software maintained in coactive redundant data centers. The service is available to approved Registrars via an Internet connection.

2.6 "Nameserver" refers to the nameserver function of the Registry and the nameservers that resolve DNS queries from Internet users. This service is performed by multiple nameserver sites that host DNS resource records. The customers of the nameserver service are users of the Internet. The nameservers receive a DNS query, resolve it to the appropriate address, and provide a response.

2.7 "Service Level Measurement Period" refers to the period of time for which a Performance Specification is measured. Monthly periods are based on calendar months, quarterly periods are based on calendar quarters, and annual periods are based on calendar years.

2.8 "Whois" refers to the Registry's Whois service. The Registry will provide contact information related to registered domain names and nameserver through a Whois service. Any person with access to the Internet can query the Registry's Whois service directly (via the Registry website) or through a Registrar.

3. Performance Specifications. Registry Operator shall use commercially reasonable efforts to provide Registry Services for the Registry TLD. The Performance Specifications defined below establish the basis for the Service Level Exception Credits ("SLE Credits") provided for in Exhibit H to this Registry-Registrar Agreement.

3.1 Service Availability. Service Availability is defined as the time, in minutes, that the Registry's Core Services are responding to its users. Service is unavailable when a service listed in the Matrix is unavailable to all users, that is, when no user can initiate a session with or receive a response from the Registry ("Unavailability"). Service Availability is a C1 priority level.

3.1.1 Service Availability is measured as follows:

Service Availability % = {[(TM - POM) - UOM] / (TM - POM)}*100 where:

TM = Total Minutes in the Service Level Measurement Period (#days*24 hours*60 minutes).

POM = Planned Outage Minutes (sum of (i) Planned Outages and (ii) Extended Planned Outages during the Service Level Measurement Period).

UOM = Unplanned Outage Minutes (Difference between the total number of minutes of Unavailability during the Service Level Measurement Period minus POM).

Upon written request, and at the sole expense of the requesting Registrar(s), Registry Operator will retain an independent third party (to be selected by Registry Operator with the consent of the Registrar(s) to perform an independent calculation of the UOM). The frequency of this audit will be no more than once yearly during the term of the agreement between Registry Operator and the Registrar.

This calculation is performed and the results reported for each calendar month for SRS and Whois availability and for each calendar year for Nameserver availability. Results will be reported to the Registrar Community via e-mail.

3.1.2 Service Availability–SRS = 99.9% per calendar month. Service Availability as it applies to the SRS refers to the ability of the SRS to respond to Registrars that access and use the SRS through the XRP protocol defined in Appendix C of the Registry Agreement. SRS Unavailability will be logged with the Registry Operator as Unplanned Outage Minutes. The committed Service Availability for SRS is 99.9% and the Service Level Measurement Period is monthly.

3.1.3 Service Availability–Nameserver = 99.999% per calendar year. Service Availability as it applies to the Nameserver refers to the ability of the Nameserver to resolve a DNS query from an Internet user. Nameserver Unavailability will be logged with the Registry Operator as Unplanned Outage Minutes. The committed Service Availability for Nameserver is 99.999% and the Service Level Measurement Period is annually.

3.1.4 Service Availability–Whois = 99.95% per calendar month. Service Availability as it applies to Whois refers to the ability of all users to access and use the Registry's Whois service. Whois Unavailability will be logged with the Registry Operator as Unplanned Outage Minutes. The committed Service Availability for Whois is 99.95% and the Service Level Measurement Period is monthly.

3.2 Planned Outage. High volume data centers like the Registry require downtime for regular maintenance. Allowing for regular maintenance ("Planned Outage") ensures a high level of service for the Registry. Planned Outage Performance Specifications are a C4 priority level.

3.2.1 Planned Outage Duration. The Planned Outage Duration defines the maximum allowable time, in hours and minutes, that the Registry Operator is allowed to take the Registry Services out of service for regular maintenance. Planned Outages are planned in advance and the Registrar Community is provided warning ahead of time. This Performance Specification, where applicable, has a monthly Service Level Measurement Period. The Planned Outage Duration for the Core Services is as follows:

3.2.1.1 Planned Outage Duration–SRS = 8 hours (480 minutes) per month;

3.2.1.2 Planned Outage Duration–Nameserver = (no planned outages allowed); and

3.2.1.3 Planned Outage Duration–Whois = 8 hours (480 minutes) per month.

3.2.2 Planned Outage Timeframe. The Planned Outage Timeframe defines the hours and days in which the Planned Outage can occur. The Planned Outage Timeframe for the Core Services is as follows:

3.2.2.1 Planned Outage Timeframe–SRS = 0600-1400 UTC Sunday;

3.2.2.2 Planned Outage Timeframe–Nameserver =(no planned outages allowed); and

3.2.2.3 Planned Outage Timeframe–Whois = 0600-1400 UTC Sunday.

3.2.3 Planned Outage Notification. The Registry Operator must notify all of its Registrars of any Planned Outage. The Planned Outage Notification Performance Specification defines the number of days prior to a Planned Outage that the Registry Operator must notify its Registrars. The Planned Outage Notification for the Core Services is as follows:

3.2.3.1 Planned Outage Timeframe–SRS = 3 days;

3.2.3.2 Planned Outage Timeframe–Nameserver =(no planned outages allowed); and

3.2.3.3 Planned Outage Timeframe–Whois = 3 days.

3.3 Extended Planned Outage. In some cases such as software upgrades and platform replacements an extended maintenance timeframe is required. Extended Planned Outages will be less frequent than regular Planned Outages but their duration will be longer. Extended Planned Outage Performance Specifications are a C4 priority level.

3.3.1 Extended Planned Outage Duration. The Extended Planned Outage Duration defines the maximum allowable time, in hours and minutes, that the Registry is allowed to take the Registry Services out of service for extended maintenance. Extended Planned Outages are planned in advance and the Registrar Community is provided warning ahead of time. Extended Planned Outage periods are in addition to any Planned Outages during any Service Level Measurement Period. This Performance Specification, where applicable, has a Service Level Measurement Period based on a calendar quarter. The Extended Planned Outage Duration for the Core Services is as follows:

3.3.1.1 Extended Planned Outage Duration–SRS = 18 hours (1080 minutes) per calendar quarter;

3.3.1.2 Extended Planned Outage Duration–Nameserver =(no planned outages allowed); and

3.3.1.3 Extended Planned Outage Duration–Whois = 18 hours (1080 minutes) per calendar quarter.

3.3.2 Extended Planned Outage Timeframe. The Extended Planned Outage Timeframe defines the hours and days in which the Extended Planned Outage can occur. The Extended Planned Outage Timeframe for the Core Services is as follows:

3.3.2.1 Extended Planned Outage Timeframe–SRS = 0600-1400 UTC Saturday or Sunday;

3.3.2.2 Extended Planned Outage Timeframe–Nameserver =(no planned outages allowed); and

3.3.2.3 Extended Planned Outage Timeframe–Whois = 0600-1400 UTC Saturday or Sunday.

3.3.3 Extended Planned Outage Notification. The Registry must notify all of its Registrars of any Extended Planned Outage. The Extended Planned Outage Notification Performance Specification defines the number of days prior to an Extended Planned Outage that the Registry Operator must notify its Registrars. The Extended Planned Outage Notification for the Core Services is as follows:

3.3.3.1 Extended Planned Outage Timeframe–SRS = 4 weeks;

3.3.3.2 Extended Planned Outage Timeframe–Nameserver =(no planned outages allowed); and

3.3.3.3 Extended Planned Outage Timeframe–Whois = 4 weeks.

3.4 Processing Time. Processing Time is an important measurement of transaction-based services like the Registry. The first three Performance Specifications, Service Availability, Planned Outages and Extended Planned Outages, measure the amount of time that the service is available to its users. Processing Time measures the quality of that service.

Processing Time refers to the time that the Registry Operator receives a request and sends a response to that request. Since each of the Registry Services has a unique function the Performance Specifications for Processing Time are unique to each of the Registry Services. For example, a Performance Specification for the Nameserver is not applicable to the SRS and Whois, etc. Processing Time Performance Specifications are a C2 priority level.

Processing Time Performance Specifications have a monthly Service Level Measurement Period and will be reported on a monthly basis. The Registry Operator will log the processing time for all of the related transactions, measured from the time it receives the request to the time that it returns a response.

3.4.1 Processing Time–Add, Modify, Delete = 3 seconds for 95%

3.4.1.1 Processing Time–Add, Modify, and Delete is applicable to the SRS as accessed through the XRP protocol defined in Appendix C of the Registry Agreement. It measures the processing time for add, modify, and delete transactions associated with domain names, nameserver, contacts, and registrar profile information.

3.4.1.2 The Performance Specification is 3 seconds for 95% of the transactions processed. That is, 95% of the transactions will take 3 seconds or less from the time the Registry Operator receives the request to the time it provides a response.

3.4.2 Processing Time–Query Domain = 1.5 seconds for 95%

3.4.2.1 Processing Time–Query Domain is applicable to the SRS as accessed through the XRP protocol defined in Appendix C of the Registry Agreement. It measures the processing time for an availability query of a specific domain name.

3.4.2.2 The performance specification is 1.5 seconds for 95% of the transactions. That is, 95% of the transactions will take 1.5 seconds or less from the time the Registry Operator receives the query to the time it provides a response as to the domain name's availability.

3.4.3 Processing Time–Whois Query = 1.5 seconds for 95%

3.4.3.1 Processing Time–Whois Query is only applicable to the Whois. It measures the processing time for a Whois Query.

3.4.3.2 The Performance Specification is 1.5 seconds for 95% of the transactions. That is, 95% of the transactions will take 1.5 seconds or less from the time the Whois receives a query to the time it responds.

3.4.4 Processing Time–Nameserver Resolution = 1.5 seconds for 95%

3.4.4.1 Processing Time–Nameserver Resolution is only applicable to the Nameserver. It measures the processing time for a DNS query.

3.4.4.2 The Performance Specification is 1.5 seconds for 95% of the transactions. That is, 95% of the transactions will take 1.5 seconds or less from the time Nameserver receives the DNS query to the time it provides a response.

3.5 Update Frequency. There are two important elements of the Registry that are updated frequently and are used by the general public; Nameserver and Whois. Registrars generate these updates through the SRS. The SRS then updates the Nameserver and the Whois. These will be done on a batch basis. Update Frequency Performance Specifications are a C3 priority level.

The committed Performance Specification with regard to Update Frequency for both the Nameserver and the Whois is 15 minutes for 95% of the transactions. That is, 95% of the updates to the Nameserver and Whois will be effectuated within 15 minutes. This is measured from the time that the registry confirms the update to the registrar to the time the update appears in the Nameserver and Whois. Update Frequency Performance Specifications have a monthly Service Level Measurement Period and will be reported on a monthly basis.

3.5.1 Update Frequency–Nameserver = 15 minutes for 95%.

3.5.2 Update Frequency–Whois = 15 minutes for 95%.

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to them in Exhibit G to the Registry-Registrar Agreement.

2. Credits. If Registry Operator fails to meet the Performance Specifications defined in Exhibit G ("Service Level Exception" or "SLE"), Registry Operator shall pay in the aggregate to the Registrar Community a credit according to the tables provided below ("Applicable Credit"). Each Registrar shall only be entitled to a fraction of the Applicable Credit. Such fractions of the credit specified in the tables to be paid to any individual Registrar will be calculated based upon the number of domain names that such Registrar added to the Registry during the Service Level Measurement Period compared to the total number of domain names added to the Registry by all Registrars during the Service Level Measurement Period in which the SLE occurred. The credit due to Registrar may be paid as an offset to registrations and other fees owed to Registry Operator by Registrar. All credits shall be paid in U.S. Dollars. The following Credit Lookup Matrix indicates the corresponding credit table for which the credits defined in this Appendix will be levied.

	Performance Specification Description	SRS	Nameserver	Whois
1	Service Availability	Table C1a	Table C1b	Table C1a
2	Processing Time - Add, Modify, Delete	Table C2	NA	NA
3	Processing Time - Query Domain	Table C2	NA	NA
4	Processing Time - Whois	NA	NA	Table C2
5	Processing Time - Nameserver Resolution	NA	Table C2	NA
6	Update Frequency	NA	Table C3	Table C3
7	Planned Outage - Duration	Table C4b	NA	Table C4b
8	Planned Outage - Timeframe	Table C4a	NA	Table C4a
9	Planned Outage - Notification	Table C4a	NA	Table C4a
10	Extended Planned Outage - Duration	Table C4b	NA	Table C4b
11	Extended Planned Outage - Timeframe	Table C4a	NA	Table C4a
12	Extended Planned Outage - Notification	Table C4a	NA	Table C4a

If one or more SLEs occurs as the direct result of a failure to meet a Performance Specification in a single credit class, Registry Operator shall be responsible only for the credit assessed for the credit class which is the proximate cause for all directly related failures.

The following tables identify total Registrar Community credits due for SLEs in the four credit classes C1 - C4. Notwithstanding the credit levels contained in these tables, the total credits owed by Registry Operator under this Agreement shall not exceed $ 30,000 USD monthly and $ 360,000 USD annually. The credits contained in Tables C1a-C4 represent the total credits that may be assessed in a given SLR category in one Service Level Measurement Period.

2.1 C1 Credit Class–If availability of C1 Credit Class components or systems does not meet C1 Performance Specifications in any given Service Level Measurement Period described in the Performance Specification Matrix in Exhibit G, Registry Operator will credit the Registrar Community according to the tables (which amount will be credited to the Registrar on a proportional basis as set forth above).

C1a Availability Example: In a given measurement period, the SRS Availability is 99.87%, which equates to 52 minutes of unplanned downtime. The Registry Operator's Performance Specification for SRS Availability is 99.9%, or 43 minutes of downtime. The Service Level Exception, therefore, is 9 minutes (52-43 minutes), the difference between the Performance Specification and the actual measured performance. From the Credit Lookup Matrix, we see the relevant SLA is found in Table C1a. In Table C1a, the time interval (2-10 minutes) has a corresponding credit of $3,750 USD to be paid to the Registrar Community.

C1b Availability Example: In a given Service Level Measurement Period, the measured Nameserver Availability is 99.990% over a twelve (12) month period, which equates to 52 minutes of downtime. The Registry Operator's Performance Specification for Nameserver Availability is 99.999%, or 5 minutes of downtime per calendar year. The Service Level Exception, therefore, is 47 minutes (52-5 minutes), the difference between the Performance Specification and the actual measured performance. From the Credit Lookup Matrix, we see the relevant SLA is found in Table C1b. In Table C1b, the time interval (30-60 minutes) has a corresponding credit of $25,000 USD to be paid to the Registrar Community.

2.2 C2 Credit Class–If processing time for C2 Credit Class services does not meet C2 Service Levels in any given Service Level Measurement Period, Registry Operator will credit the Registrar Community according to the following table (which amount will be credited to the Registrars on a proportional basis as set forth above).

C2 Processing Example: The Performance Specification for Processing Time for Add, Modify, and Delete is 3 seconds or less for 95% of the transactions. In a given Service Level Measurement Period 7% of the transactions are greater than 3 seconds. The 5% of those transactions with the longest processing times are not subject to the SLE calculation (3 seconds for 95%). The SLE is calculated using the average processing time for the 2% of the transactions that are subject to the SLE. If there were 1,000 transactions and they took a total of 4,000 seconds the average is 4 seconds. That generates an SLE of 1 second (4 seconds - 3 seconds). From the Credit Lookup Matrix, we see the relevant SLA is found in Table C2. In Table C2, the SLE time interval (< 2 seconds) has a corresponding credit of $375 USD to be paid to the Registrar Community.

2.3 C3 Credit Class–If update frequency measurements of C3 Credit Class components or systems do not meet C3 Service Levels in any given Service Level Measurement Period as described in the Performance Specification Matrix in Exhibit G, Registry Operator will credit the Registrar Community according to the following tables (which amount will be credited to the Registrars on a proportional basis as set forth above).

C3 Update Frequency Example: In a given Service Level Measurement Period, 95% of the updates to the Nameserver take 24 minutes or less to complete. The corresponding Registry Operator's Performance Specification is 15 minutes for 95% of the updates. The SLE, therefore, is 9 minutes. From the Credit Lookup Matrix, we see the relevant SLA is found in Table C3. The SLE time interval (2-10 minutes) has a corresponding credit of $938 USD to be paid to the Registrar Community.

2.4 C4 Credit Class–If Registry Operator fails to comply with C4 Credit Class category Performance Specifications, Registry Operator will credit the Registrar Community according to the following tables (C4a and C4b) (which amount will be credited to the Registrars on a proportional basis as set forth above).

C4a Planned Outage Notification Example: In each instance the Registry Operator fails to meet the Performance Specifications for Notification and Timeframe related to Planned Outages and Extended Planned Outages, the Registry Operator is subject to the credit in Table C4a. For example, the Registry Operator informs the Registrar Community that it will initiate a Planned Outage of the SRS on the next calendar Sunday (five (5) days advance notice). The corresponding Registry Operator's Performance Specification is 28 days notice. From the Credit Lookup Matrix, we see the relevant SLA is found in Table C4a. This results in a credit of $500 USD to be paid to the Registrar Community.

C4b Planned Outage Example: In a given Service Level Measurement Period, the actual duration of a planned outage is 11 hours and 20 minutes for the SRS. The corresponding Registry Operator's Performance Specification is 8 hours per month for the SRS. The SLE, therefore, is 3 hours and 20 minutes. From the Credit Lookup Matrix the relevant SLA is found in Table C4b. The SLE time interval (2-4 hours) has a corresponding credit of $1,200 USD to be paid to the Registrar Community.

3. Receipt of Credits. In order for Registrars to claim credits, the following procedure must be followed:

3.1 Registry Operator shall perform the required measurements in order to obtain the total credits associated with the applicable Service Level Measurement Period. Such measurements and associated documentation shall be delivered by e-mail to each of the Registrars in the Registrar Community. Such notice shall also include the total credit (if any) to be paid to the Registrar Community as a result of any outages.

3.2 Receipt of Credit - When the above steps have been completed, the Registry Operator shall enter in each Registrar's account balance the amount of credit (if applicable) that can be used immediately toward registrations in the Registry.

4. Obligations.

4.1 Except in the case of cross-network nameserver performance (which is not a subject of this Service Level Agreement), Registry Operator will perform monitoring from internally located systems as a means to verify that the conditions of the SLA are being met.

4.2 Upon written request, and at the sole expense of the requesting Registrar(s), Registry Operator will retain an independent third party to be selected by Registry Operator with the consent of the Registrar(s). The Registrar may, under reasonable terms and conditions, audit the reconciliation records for the purposes of verifying measurements of the Performance Specifications. The frequency of these audits will be no more than once yearly during the term of the agreement between Registry Operator and the Registrar.

4.3 Registry Operator's obligations under this SLA are waived during the first 120 days after the Commencement-of-Service Date.

4.4 A Registrar must report each occurrence of alleged occasion of Unavailability of Core Services to the Registry Operator customer service help desk in the manner required by the Registry Operator (i.e., e-mail, fax, telephone) in order for an occurrence to be treated as Unavailable for purposes of the SLE.

4.5 In the event that the Core Services are Unavailable to an individual Registrar, Registry Operator will use commercially reasonable efforts to re-establish the affected Core Services for such Registrar as soon as reasonably practicable. In the event that the Unavailability of Core Services affects all Registrars, the Registry Operator is responsible for opening a blanket trouble ticket and immediately notifying all Registrars of the trouble ticket number and details.

4.6 Both Registrar and the Registry Operator agree to use reasonable commercial good faith efforts to establish the cause of any alleged Core Services Unavailability. If it is mutually determined to be a Registry Operator problem, the issue will become part of the Unplanned Outage minutes.

4.7 Beginning no later than 120 days post Commencement-of-Service Date, the Registry Operator will publish preliminary weekly system performance and availability reports. Registry Operator will use best efforts to finalize these reports no later than 30 days after the preliminary reports are provided.

4.8 The Registry Operator will use commercially reasonable efforts to restore the critical systems of the Core Services within 24 hours after the termination of a force majeure event and restore full system functionality within 48 hours after the termination of a force majeure event. Outages due to a force majeure will not be considered Service Unavailability.

4.9 Incident trouble tickets must be opened within a commercially reasonable period of time.

5. Miscellaneous.

5.1 This Service Level Agreement is independent of any rights, obligations or duties set forth in the Registry Agreement. In the event of any conflict between the terms and conditions of this Agreement and the Registry Agreement, the Registry Agreement shall control.

This IP Claim Service Agreement ("Agreement") entered into this ____ day of _________, 2001 ("Effective Date") is between NeuLevel, Inc., a Delaware corporation having a principal place of business at Loudoun Tech Center, 45980 Center Oak Plaza, Building VIII, Sterling, VA 20166 ("Registry Operator") and ________________________, a _________________ corporation having a principal place of business at ______________________________________________ ("Registrar"). This Agreement is hereby incorporated as Exhibit I to Appendix F ("Registry-Registrar Agreement") to the Registry Agreement by and between the Internet Corporation for Assigned Names and Numbers ("ICANN") and Registry Operator, including all Appendices attached thereto ("Registry Agreement"). Capitalized terms not defined herein shall have the meaning set forth in the Registry Agreement.

Registry Operator has been authorized by the Internet Corporation for Assigned Names and Numbers ("ICANN") to operate as the .biz top-level domain registry.

Prior to Registry Operator's launch of the .biz registry, Registrar desires to offer an Intellectual Property Claim Service to holders of intellectual property rights who desire to obtain a .biz domain name. Registry Operator is willing to provide such Intellectual Property Claim Service subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

1.1 "Branded Site" means the Web site that includes Registry Operator branding, which Registry Operator will make available to third parties to obtain information regarding the IP Claim Service.

1.2 "Batch Option" means the submission of one hundred (100) or more separate claims in a flat file (e.g., Microsoft Excel "CSV" format or as otherwise specified by Registry Operator) to Registry Operator for syntax check and batch load for IP Claim Service processing.

1.3 "Claim" means a claim submitted by an End User through the IP Claim Service with respect to a Trademark (as defined below).

1.4 "End User" means any individual, company or legal entity that uses the IP Claim Service.

1.5 "IP Claim Service" means the Intellectual Property Claim Service as described in the Terms of Use in which each domain name application in the .biz TLD submitted through an ICANN-Accredited Registrar will be compared to a database of registered or common law trademark ("Trademark") claim forms. For each match between the domain name for an application and a string identified on a Trademark claim form notifications will be provided by Registry Operator to the applicant that other entities have claimed intellectual property rights over that domain name.

1.6 "Link" (as a noun or verb) means one or more instances of the following, as the context requires: (i) the hypertext connection between the Registrar Site and the Branded Site or White Site; or (ii) the text and graphics depicting the hypertext connection.

1.7 "Marketing Materials" means any advertising, press releases, publicity, marketing collateral or similar materials regarding the IP Claim Service.

1.8 "Participating Registrars" means the ICANN-Accredited Registrars offering the IP Claim Service.

1.9 "Registrar Site" means the Internet URL controlled and/or operated by Registrar for the provision of the IP Claim Service.

1.10 "Terms of Use" means the terms and conditions to access and use the IP Claim Service, a copy of which is attached as Schedule A, which Registry Operator may modify from time to time in its sole discretion.

1.11 "White Site" shall mean the Web site that does not include Registry Operator branding, which Registry Operator will make available to Participating Registrars.

2. SERVICE DESCRIPTION

2.1 Basic IP Claim Service. Registry Operator will provide the IP Claim Service pursuant to the terms and conditions of this Agreement during the period beginning approximately May 21, 2001 continuing through approximately July 9, 2001 ("Phase 1"). The exact dates are subject to change at Registry Operator's sole discretion. Registry Operator will provide advance notice to Registrar in the event that the above dates change. Registry Operator shall provide the IP Claim Service on behalf of Registrar in the following manner:

Branded Site. Registrar will be included on the Branded Site unless Registrar expressly opts out. Registry Operator will make information regarding the IP Claim Service generally available to third parties through the Branded Site. If an End User desires to submit a Claim through the Branded Site, Registry Operator will provide the End User with a list of all of the Participating Registrars. Claimant will be required to choose a Participating Registrar as its provider of the IP Claim Service before submitting a Claim through the Branded Site. Upon Registry Operator's receipt of a Claim and payment for such Claim pursuant to Section 7.2 below, Registry Operator will process such Claim on behalf of Registrar through the IP Claim Service. Registrar acknowledges that Registry Operator does not guarantee that End User(s) will elect to obtain the IP Claim Service from Registrar. Registry Operator will randomize the order in which each Participating Registrar appears on such list. Registrar further acknowledges that an End User's selection of a Participating Registrar will not obligate such End User to obtain any other products or services of the Participating Registrar, including the submission of an application for a domain name or the submission of any additional Claims through the IP Claim Service.

2.2 Additional Methods. In addition to the Branded Site, Registrar may elect one or both of the following methods, at Registrars sole discretion:

(a) Batch Option. Registrar may submit Claims to Registry Operator for processing through the Batch Option. Registrar shall be solely responsible for collecting from End Users and submitting to Registry Operator accurate and complete data for each Claim submitted through the Batch Option. Upon receipt by Registry Operator of properly-formatted Claims submitted through the Batch Option and payment for such Claims pursuant to Section 7.1 below, Registry Operator will process such Claims through the IP Claim Service.

(b) White Site. Registrar may refer End Users to the IP Claim Service by creating a Link to the White Site or by "framing" the White Site. Upon receipt by Registry Operator of a Claim submitted by an End User through the White Site and payment for such Claim pursuant to Section 7.2 below, Registry Operator will process such Claim on behalf of Registrar through the IP Claim Service. Registry Operator will make the White Site available as soon as practicable, but in no event later that five (5) business days from the Effective Date.

2.3 Terms of Use. Registrar shall execute, and cause each of its End Users to execute the Terms of Use for each Claim submitted through the Batch Option. For Claims submitted through the White and/or Branded Sites, Registry Operator shall cause each of the End Users to execute the Terms of Use on behalf of Registrar. Registry Operator will provide Registrar with a copy of any modifications to the Terms of Use and Registrar shall notify all End Users of such modifications. Registrar shall not create terms and conditions with respect to the IP Claim Service that are inconsistent with the Terms of Use. In the event of any inconsistency, the Terms of Use shall control. Registrar may provide End Users with a foreign translation of the Terms of Use, but each End User must execute the English version of the Terms of Use provided by Registry Operator, which shall be authoritative. Registrar shall diligently enforce End User compliance with such Terms of Use.

2.4 Data Entry Services. If Registrar submits data through the Batch Option, Registrar (i) must provide accurate data for each Claim, (ii) must ensure that the data conforms to the required field specifications, and (iii) may not create or supply "filler" data to bypass the data field requirements. Registrar shall not access or modify the text of any data field created or supplied by an End User or its agent during the Claim submission process. In addition, Registrar shall not replace End User or agent data with its own contact information in a Claim.

2.5 End User License. By submitting End User data in connection with a Claim, Registrar automatically grants, or warrants that the owner of such data has expressly granted, Registry Operator the limited, royalty-free, non-exclusive worldwide license to use all of the data contained in a Claim solely for the purposes of implementing the IP Claim Service, processing the Claim, notifying domain name applicants of Claims, notifying End User of changes to the IP Claim Service, for archival purposes, and otherwise required by Registry Operator for in Registry Operator's operation of the Registry TLD.

2.6 Misuse. Registrar shall promptly notify Registry Operator of any suspected or known misuse of the IP Claim Service and provide its best efforts to assist in verifying the facts surrounding such suspected misuse.

2.7 Restrictions. Except as may be expressly provided in this Agreement, Registrar may not: (i) rent, lease, lend, directly or indirectly transfer the IP Claim Service to any third party other than Registrar's authorized resellers of registration services; (ii) create derivative products based on the IP Claim Service (other than as may be necessary to frame the White Site and bundle the IP Claim Service with Registrar's services); or (iii) remove, modify or obscure any copyright, trademark, patent or mask work notices that appear on the IP Claim Service, Terms of Use or Marketing Materials or that appear during the use of the IP Claim Service.

2.8 Reports. Registry Operator may be required to provide certain information and reports to ICANN from time to time. Registrar shall submit periodic reports to Registry Operator, which shall include such information as may be reasonably requested by Registry Operator. Any failure of Registrar to provide such reports within thirty (30) days after request by Registry Operator shall be a material breach of this Agreement.

2.9 Technical Contacts. Upon execution of this Agreement, Registrar shall designate at least two (2) technical contacts that Registry Operator may contact regarding this Agreement and shall provide Registry Operator with the name, telephone number and email address of such technical contact. Registrar shall promptly notify Registry Operator of any change of its technical contacts or such contact information.

2.10 Return of Copy of Registrar End User Data. No later than thirty (30) days after the completion of Phase 1, Registry Operator shall provide to Registrar a complete copy of all Registrar's End User data submitted through the IP Claim Service. In no event shall Registrar receive any End User data that did not originate from Registrar.

3. MARKETING

3.1 Promotion. Registrar shall use its commercially reasonable efforts to promote and otherwise solicit prospective End Users to use to the IP Claim Service. Such efforts shall accurately describe the IP Claim Service as set forth in the Marketing Materials and as otherwise provided by Registry Operator. In addition, such efforts shall be consistent with good business ethics and reflect favorably upon the IP Claim Service.

3.2 Marketing Materials. Registry Operator will provide Registrar with Marketing Materials in electronic format or such other format as the parties may mutually agree. **

3.3 Restrictions. Registrar shall refrain from engaging in any illegal, unfair, or deceptive trade practices, unethical business practices or making any representations or warranties inconsistent with those provided hereunder with respect to the promotion of the IP Claim Service.

3.4 Logo and Trade Name Use. Registry Operator hereby consents to Registrar's use of Registry Operator's logo and trade name, as provided by Registry Operator to Registrar, for the limited purpose of Linking to the Branded Site or the White Site and for Marketing Materials. Any and all use of Registry Operator's logo or trade name by Registrar shall inure to the benefit of Registry Operator. Registrar acknowledges that its utilization of Registry Operator's logo will not create in it, nor will it represent it has any right, title or interest in or to such logo. Registrar shall not do anything contesting or impairing the trademark rights of Registry Operator. Except as expressly contemplated by this Agreement, Registrar may not use Registry Operator's name, trademarks, service marks or other identifier in any capacity without Registry Operator's prior written consent.

3.5 Press Release. Any news release, public announcement, advertisement or publicity proposed to be released by Registrar containing Registry Operator's logo and/or trademark will be subject to the prior written approval of Registry Operator.

4. SUPPORT

4.1 Branded Site and White Site Options. At no cost to End Users, Registry Operator shall be the exclusive provider of customer support for the IP Claim Service for Registrars that use the Branded or White Site Options.

4.2 Batch Option. At no cost to End Users, Registrars shall be the exclusive provider of customer support for the IP Claim Service for Registrars that elect to use the Batch Option.

4.3 FAQs. Registrar shall create a Link from the Registrar Site to the Frequently Asked Questions ("FAQs") on the Branded Site, which Registry Operator may amend from time to time in its sole discretion. Registrar may provide translation(s) of the FAQs into languages other than English but shall modify any translation upon request by Registry Operator, if Registry Operator determines in its sole discretion that the translation does not accurately convey the intent of the FAQs. Nothing herein shall obligate Registry Operator from verifying or monitoring in any way Registrar's compliance with the above. Registry Operator may frequently modify the FAQs. It is essential that the End User have access to the most recent version of the FAQs. Therefore, except as provided above, Registrar may not otherwise copy the Frequently Asked Questions in whole or in part.

5. ACCURATE DATA. Registrar shall be responsible for the adequacy and accuracy of all data and information that Registrar and End User furnish to Registry Operator and the results obtained therefrom. Registrar shall be responsible for maintaining adequate controls over its processing and data transmissions up to but excluding transmissions within the IP Claim Service, for monitoring the input and output of such processing and transmissions and for notifying Registry Operator of any non-conforming processing and/or transmissions. Registrar acknowledges and agrees, and shall require End User to acknowledge and agree, that Registry Operator is not responsible for checking, verifying or editing message content or completeness or for detecting errors or anomalies nor for recreating or re-transmitting data. Although Registrar understands and acknowledges that Registry Operator has no obligation to check, verify or edit claim content or completeness or for detecting errors, in the event that any errors are discovered, the claims containing such errors may be returned to Registrar for correction and/or editing prior to Registry Operator processing the claim.

6. TERMINATION

6.1 Term. Unless otherwise terminated in accordance with section 6, this Agreement shall expire 6 months after the commencement of Phase 1.

6.2 Termination Under Registry - Registrar Agreement. This Agreement may be terminated pursuant to the terms of the Registry-Registrar Agreement.

6.3 Material Breach. Registry Operator may terminate this Agreement upon ten (10) days written notice of a material breach of this Agreement if such breach is not cured within such ten (10) day period. Notwithstanding the above, Registry Operator may terminate this Agreement immediately, upon written notice, for breach of Sections 2.3, 2.4, or 4.3.

6.4 Suspension. Registry Operator may suspend the IP Claim Service for Registrar and/or terminate this Agreement if Registrar breaches this Agreement, and Registrar fails to cure such breach within five (5) days after receiving notice thereof from Registry Operator; provided, however, that Registry Operator may immediately suspend the IP Claim Service and/or terminate this Agreement without notice (i) in order to prevent damage to or degradation of its Internet network integrity which may be caused by Registrar or its End Users, (ii) to comply with any law, regulation, court order, or other governmental request or order which requires immediate action, (iii) for anyone's violation of Registry Operator's Terms of Use or Privacy Policy, or (iv) for other behavior that in Registry Operator's sole discretion may be deemed to be illegal or otherwise to protect Registry Operator from legal liability. Registry Operator will endeavor to give Registrar notice regarding the reason(s) for suspension or termination as soon as reasonably practicable after such suspension or termination.

6.5 Effect of Termination. Within thirty (30) days after the expiration or termination of this Agreement for any reason, Registrar will destroy the original and all copies (including partial copies) of all Marketing Materials or other materials provided by Registry Operator or used by Registrar in connection with this Agreement, including copied portions contained in derivative works. Within such time period, Registrar will certify in writing to Registry Operator its compliance with this provision.

6.6 Survival. The provisions of Articles Section 2.5, 2.8, 8, 9 and 10 shall survive any termination or the expiration of this Agreement.

7. FEES TO REGISTRY OPERATOR

7.1 Batch Option Fee. Subject to the terms of Appendix G of the Registry Agreement, Registrar shall pay Registry Operator a fixed fee for each Claim submitted through the Batch Option ("Batch Option Fee"). The Batch Option Fee is provided in Schedule B. Registry Operator may, at its option and within 7 days written notice, revise the fees in Schedule B. Registrar shall pay Registry Operator the Batch Option Fee by wire transfer concurrently with submission of Claims to Registry Operator.

7.2 Branded Site and White Site Fees. End Users shall pay Registry Operator an IP Claim Service fee of ninety dollars (US $90) for each Claim submitted through the White Site or the Branded Site ("IP Claim Service Fee"). IP Claim Service Fees are provided in Schedule B. Registry Operator may, at its option and with 7 days written notice, revise the fees in Schedule B. Registry Operator shall deduct from each IP Claim Service Fee a fixed fee in accordance with the fees set forth below ("Site Fee"). Registry Operator shall pay Registrar the remaining amount within thirty (30) days after the official close of Phase 1. Registry Operator, in accordance with Appendix G, shall determine the Site Fees for the Branded and White Sites along with the Batch Option Site Fees.

7.3 Expenses. Each party shall be responsible for its own expenses incurred in connection with performing its obligations hereunder.

7.4 Taxes. Each party shall be responsible for sales, use, transfer, excise and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed by reason of performance by the other party under this Agreement; excluding, however, income taxes.

8. OWNERSHIP/CONFIDENTIALITY

8.1 Ownership. Registry Operator has and shall retain all right, title and interest, including intellectual property rights, in and to the IP Claim Service, Branded Site, White Site, and Registry Operator's logos, trademarks, and service marks.

9. WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 Accreditation; Terms of Use. Registrar represents and warrants that it has received and will maintain accreditation by ICANN as a registrar of top-level domains. Registrar will offer the IP Claim Service in a manner that is consistent with this Agreement, the Terms of Use and Marketing Materials provided by Registry Operator. Registrar shall be solely responsible for any claims, warranties or representations made by Registrar or Registrar's employees or representatives that differ from the Terms of Use provided by Registry Operator. Registrar has entered a Registry-Registrar Agreement with Registry Operator which shall remain in effect during the term of this Agreement.

9.2 Disclaimer of Warranties. REGISTRY OPERATOR MAKES NO WARRANTY TO REGISTRAR OR TO ANY OTHER ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT OR QUIET POSSESSION, OR CORRESPONDENCE TO DESCRIPTION WITH RESPECT TO THE IP CLAIM SERVICE, THE WHITE SITE, OR THE BRANDED SITE. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF THE USE OR PERFORMANCE OF THE IP CLAIM SERVICE, THE WHITE SITE AND THE BRANDED REMAINS WITH THE REGISTRAR AND END USER.

9.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS, LOSS OF PRIVACY, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM REGISTRAR'S OR ITS END USERS' RELIANCE ON OR USE OF CONTENT, INFORMATION, OR SERVICES PROVIDED ON OR THROUGH THE IP CLAIM SERVICE, THE WHITE SITE, THE BRANDED SITE OR THAT RESULT FROM OR ARE RELATED TO, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGISTRY OPERATOR'S LIABILITY TO THE OTHER WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID (INCLUDING BOTH PRINCIPAL AND INTEREST) TO REGISTRAR BY REGISTRY OPERATOR AT THE TIME THE EVENT RESULTING IN LIABILITY OCCURS.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its principles of conflicts of laws.

10.2 Independent Contractors. Except to the extent that Registry Operator processes Claims on behalf of Registrars, nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. In the course of performing the IP Claim Service, Registry Operator may retain independent contractors or assign or subcontract to or otherwise have any third party perform any or all of the IP Claim Service at any time, provided that Registry Operator shall continue to remain responsible for full performance of any such duties to the same extent as if it had performed the IP Claim Service itself.

10.3 Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by Registry Operator to any non-party to this Agreement, including any End User. Notwithstanding the above, Registry Operator shall be a third party beneficiary to the Terms of Use.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the undersigned officers, thereunto, duly authorized, as of the Effective Date.

NEULEVEL, INC. By: Name: Title: Date:

REGISTRAR By: Name: Title: Date:

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN _______________- ("REGISTRAR") AND YOU, THE OWNER OF A REGISTERED OR COMMON LAW TRADEMARK OR SERVICE MARK ("OWNER") OR THE DULY AUTHORIZED AGENT OF AN OWNER ("AGENT") (COLLECTIVELY, "YOU"). THESE TERMS OF USE ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF USE REGARDING USE OF THE REGISTRAR'S INTELLECTUAL PROPERTY CLAIM SERVICE (THE "SERVICE").

BY SELECTING "I AGREE," BY USING THE SERVICE OR BY SIGNIFYING ACCEPTANCE IN ANY OTHER WAY, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST DISCONTINUE ANY FURTHER USE.

1. The Service. Registrar provides the Service to holders of both registered and common law trademarks or service marks (collectively "Trademarks"). During the domain name application process, applicants for a .biz domain name ("Applicants") will be notified of an Owner's alleged intellectual property rights in a Trademark if the domain name contained in the domain name application is an exact match of the Trademark identified in an IP Claim (as defined below) submitted by Owner. You may review frequently asked questions regarding the Service by reviewing our FAQs.

2. Registration, Password and Security. To use the Service, You may be asked to first create an account and obtain a login name and password. You must provide Registrar with accurate, complete and current registration information and must update this information promptly if it changes.

You represent and warrant that You are at least eighteen (18) years of age or older and are either an Owner or an Agent duly authorized to represent an Owner(s) in connection with the Service and submitting an IP Claim on behalf of an Owner(s). Agent will indemnify and hold harmless Registrar and its officers, directors, employees, agents, affiliates and subcontractors for any claims brought by Owner or Third Parties relating to the use of the Service.

You are solely responsible for maintaining the confidentiality of Your login name and password. You must immediately notify Registrar of any unauthorized use of Your login name and You are responsible for any unauthorized activities, charges and/or liabilities made on or through Your login name until we receive such notification. You may not transfer or lend login names to any other third party.

3. License to Use Data / Privacy. By submitting an IP Claim, You hereby grant Registrar, as well as any of its agents or subcontractors, a limited, royalty-free, non-exclusive worldwide license to use all of the data contained in the IP Claim solely for the purposes of implementing the Service, processing Your IP Claim, notifying Applicants of Your IP Claim, and for notifying You of changes to the Service, for archival purposes.

4. The IP Claim Process.

In order to submit a claim with respect to a Trademark or Trademarks ("IP Claim") through the Service, You must complete an IP Claim form for each Trademark. For each IP Claim, You must submit complete contact information, representative contact information and notification details, and the details regarding the Trademark. You may specify in the representative field that an Agent may receive legal correspondence regarding the IP Claim. Once You have submitted an IP Claim, you will receive a confirmation email and a claim number. You must retain the claim number for each IP Claim You submit.

Registrar will accept IP Claims until July 9, 2001, or such later date as it may determine in its sole discretion ("Close of Phase I") and no IP Claims will be accepted after that date.

From the Close of Phase I until September 25, 2001 ("Phase 2"), or such other later date as Registrar may choose, in its sole discretion, the domain name applications from ICANN-approved registrars ("Applications") will be compared with the database of IP Claims processed through the Service ("IP Claim Database"). For each exact match between an IP Claim in the IP Claim Database and a domain name application, the Registry Operator for .Biz ("Registry Operator") will notify the Applicant that a third party or third parties have submitted an IP Claim for the exact Trademark. The email notification to the Applicant will include, among other things, the information provided by Owner in the IP Claim, instructions on how to proceed with the registration process, and that if selected during the randomized name selection phase ("Name Selection Phase"), the domain name will be placed on a temporary thirty (30) day hold when the Registry goes "live." The Applicant will have the option to proceed with the Application or cancel the Application. If the Applicant does not respond to the email notification, or elects to cancel the Application, Your domain name application will not be processed during the Name Selection Phase. If the Applicant chooses to proceed with the registration process and the name is selected during the Name Selection Phase, that domain name automatically will be placed on a thirty (30) day "hold period" when the name is registered.

After Name Selection, the Owner will be notified by Registry Operator if an Applicant has successfully registered the domain name. The Owner will then have the option of contacting the Applicant and finding a solution or using the guidelines set forth by a special dispute resolution process called the Start-up Trademark Opposition Policy ("STOP") ("information available at [LINK], or the Uniform Domain-Name Dispute Resolution Procedures ("UDRP") (information is available at http://www.icann.org/udrp/udrp-policy-24oct99.htm).

You will not be notified if there are no Applications that exactly match an IP Claim You submitted in the IP Claim Database.

USE OF THE SERVICE DOES NOT GUARANTEE THAT AN OWNER WILL BE AWARDED THE .BIZ EXTENSION FOR ITS TRADEMARK. AN OWNER THAT WISHES TO OBTAIN A .BIZ EXTENSION FOR ITS TRADEMARK MUST FILE A DOMAIN NAME APPLICATION.

DOMAIN NAME APPLICANTS WILL ONLY BE NOTIFIED OF APPLICATIONS THAT ARE EXACT MATCHES WITH A TRADEMARK IDENTIFIED IN AN IP CLAIM FORM. REGISTRAR WILL NOT VERIFY WHETHER A TRADEMARK CLAIMED ON AN IP CLAIM FORM CORRESPONDS WITH AN ACTUAL, LEGAL OR VALID TRADEMARK, NOR WILL REGISTRAR PROVIDE ANY LEGAL OVERSIGHT OR ADJUDICATION FOR ANY DISPUTED INTELLECTUAL PROPERTY IMPLICATED BY THE SERVICE.

5. Conduct.

You may access and use the Service for lawful purposes only and you are solely responsible for the knowledge and adherence to any and all laws, statutes, rules and regulations pertaining to Your use of the Service. You agree that You will not (i) use the Service to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local state, Federal or international law or regulation; (ii) upload or otherwise transmit any content that You do not have a right to transmit under any law or contractual or fiduciary duty; (iii) interfere or infringe with any trademark or proprietary rights of any other party; (iv) interfere with the ability of other users to access or use the Service; (v) claim a relationship with or to speak for any individual, business, association, institution or other organization for which You are not authorized to claim such a relationship; (vi) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or (vii) reproduce, duplicate, copy, use, distribute, sell, resell or otherwise exploit for any commercial purposes any portion of the Service.

6. Fees. As consideration for the Service, You agree to pay Registrar, or its agents or subcontractors, as the case may be, an IP Claim fee for each IP Claim submitted through the Service by credit card through its online payment system. Such fee shall be due immediately and is non-refundable. Registrar, or its agents or subcontractors, may take all remedies to collect fees owed. Registrar, or its agents or subcontractors may require you to submit and pay for each IP Claim individually or it may allow you store up a certain number of IP Claims before submitting them for processing. Once you have stored that number of IP Claims, you may not be able to store any additional IP Claims and may need to submit them for processing and pay the applicable fee before obtaining additional storage space. No refunds are permitted.

7. Agents. You agree that, if Your agent (e.g., an attorney, employee, etc.) submits an IP Claim on Your behalf, You are nonetheless bound as a principal by all Terms of Use herein. Your continued use of the Services shall ratify any unauthorized actions of Your agent. By acting on Your behalf, Your agent certifies that he or she is authorized to use the Service on Your behalf, that he or she is authorized to bind You to these Terms of Use and that he or she has apprised You of these Terms of Use of this Agreement. In addition, You are responsible for any errors made by Your agent. Registrar will not refund fees paid by You or Your agent on Your behalf for any reason, including, but not limited to, in the event that Your agent fails to comply with these Terms of Use, Your agent incorrectly provides information in the IP Claim process or if Your agent changes or otherwise modifies Your IP Claim incorrectly.

8. Copyright. You acknowledge that the Service, any underlying technology used in connection with the Service, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, the "Content") available within the Service are provided by Registrar or third-party providers and are the copyrighted works of Registrar and/or such third parties. Except as expressly authorized by Registrar or such third parties in these Terms of Use or as may be posted on the Service, You may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Content or the Service, in whole or in part. You may not store any significant portion of any Content or the Service owned by, or licensed to Registrar in any form, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Content or the Service on any other server.

Registrar encourages you to download and print a reasonable number of copies of an IP Claim for noncommercial, internal use only; provided that (i) any permitted copies contain, in unmodified form, any copyright or other proprietary rights notices and an original source attribution to the Service; and (ii) no modifications are made except as may be expressly provided by Registrar.

9. Links. Some links on the Service lead to sites posted by independent site owners. Because Registrar has no control over these sites, it cannot be responsible for such sites' accessibility via the Internet and does not endorse products, services, or information provided by such sites. As such, Registrar shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any content, goods or services available on or through any other site. Further, the inclusion of these links does not imply that the other sites have given permission for inclusion of these links, or that there is any relationship between Registrar and the linked sites.

10. Disclaimer of Warranty, Limitation of Liability. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. NEITHER REGISTRAR NOR TIS PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR SUBCONTRACTORS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICE.
THE SERVICE IS PROVIDED ON AN "AS IS, "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES AND NON-INFRINGEMENT.

IN NO EVENT WILL REGISTRAR NOR ITS PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT YOUR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, INACCURATELY ENTERED DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENT A REASONABLE ALLOCATION OF RISK.

IN NO EVENT, SHALL REGISTRAR BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE AMOUNT OF FEES PAID BY YOU FOR THE APPLICABLE IP CLAIM.

11. Indemnification. You agree to indemnify and hold harmless Registrar and its parents, subsidiaries, shareholders, members, officers, directors, employees, affiliates, agents and subcontractors from any claim or demand, including reasonable attorney's fees made by any third party due to or arising out of Your use of the Service, your breach of these Terms of Use, any Content submitted to the Service, or any disputes involving the intellectual property rights of the Trademarks.

12. Modifications to the Service. Registrar reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Services.

13. Termination. You may discontinue Your participation in and access to the Service at any time. These Terms of Use will continue to apply to all past use of the Service by You, even if You are no longer using the Service. You acknowledge and agree that Registrar may terminate or block Your use of all or part of the Service without prior notice for any reason, including, without limitation, if Registrar believes You have engaged in conduct prohibited by these Terms of Use. You agree that upon termination or discontinuance for any reason, may delete all information related to You on the Service and may bar Your access to and use of the Service.

14. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the [______________], without regard to its principles of conflicts of law.

15. Changes to the Terms of Use. Registrar reserves the right to modify the Terms of Use at any time and from time to time. Any modifications shall be effective upon the posting of the modified Terms of Use at www._________. You agree to review these Terms of Use periodically so that You are aware of any modifications. Your continued use of the Service shall be deemed Your acceptance of the modified Terms of Use.

16. Severability. In the event that any provision of these Terms of Use shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decision.

17. Third Party Beneficiary. Registry Operator ("NeuLevel") is an intended third party beneficiary of these Term and Conditions with rights to enforce these Terms of Use. You will cooperate in good faith with NeuLevel or Registrar in investigating instances of non-compliance with these Terms of Use, if NeuLevel or Registrar believes in good faith that you are not in compliance with these Terms of Use.

18. Subcontractors. In the course of providing the IP Claim Service, Registrar may retain independent contractors or assign or subcontract to or otherwise have any third party perform any or all of the IP Claim Service at any time, provided that Registrar shall continue to remain responsible for full performance of any such duties to the same extent as if it had performed the IP Claim Service itself.

19. Entire Agreement. These Terms of Use completely and exclusively state the agreement of the parties regarding the subject matter, and supersede all prior agreements and understandings, whether written or oral, with respect to the subject matter of these Terms of Use.

I AGREE                 I DO NOT AGREE

Earlier draft:

27 April 2001