TELNIC LIMITED (“TELNIC”)

PRE-REGISTRATION AGREEMENT

(PRE-LAUNCH TERMS: PROPOSAL 1)

 

[Rules for Uniform Domain Name Dispute Resolution Policy]

[Uniform Domain Name Dispute Resolution Policy]

 

The following terms and conditions apply to the registration of any .tel domain names by registered trade mark owners (“domain name”) with Telnic during the pre-launch period (as defined below) on the Telnic website at www.telnic.com (the “Website”):

 

1.                  APPLICATION

 

1.1       Any request for a domain name (“application”) shall be made by completing an application form which is available on the Website for a period of two (2) months which shall commence on [            ], or such date as may be solely and exclusively determined by Telnic (the “pre-launch period”). The registrant for the domain name (“registrant”) represents and warrants that all entries on such application form are true, accurate and complete. The registrant agrees and acknowledges that Telnic’s decision in respect of an application is final and binding. 

 

1.2       Any application is made subject to these terms and conditions (“terms”) and shall only be accepted by Telnic if such application is a word mark and is fully and properly registered under internationally accepted trade mark conventions and/or treaties including, without limitation, the Madrid Protocol and/or the Paris Convention and/or the Trips Agreement. 

 

1.3       The registrant hereby agrees to the terms and conditions of  use in respect of the Website from time to time (the “Website Terms and Conditions”) [link] which are incorporated herein.  Telnic reserves the right to amend, from time to time, the provisions of these Website Terms and Conditions without notice.

 

1.4       It is Telnic’s policy to not enter into direct communication with registrants.  Answers to any valid email queries received from registants will be posted on the Website.

 

2.                  VERIFICATION

 

2.1       Upon the expiry of the pre-launch period, applications and trade mark details shall be reviewed and verified by Telnic on the basis of “first come, first served” (“verification”) and, if no prior application has been received for a domain name, Telnic shall, at its sole discretion, subject to the remaining provisions of these terms, cause a successful application to be given first priority to proceed to the quarantine period (“quarantine”) in accordance with clause [3] below. 

 

2.2       In making an application, the registrant shall promptly provide Telnic with (a) the full name of the registrant; (b) the domain name; (c) the registered trade mark (word mark only); (d) the country of registration of the trade mark; (e) the registration number of the trade mark; and (f) the name of the owner of the registered trade mark (collectively referred hereto as the “trade mark details”).

 

2.3       Telnic shall use its reasonable endeavours to verify the trade mark details provided by the registrant in the domain name application, provided that such verification by Telnic shall only go so far as confirmation by Telnic that the trade mark details provided by the registrant are identical to the trade mark details held by the relevant trade marks registries.  On completion of the verification process, all successful applications shall proceed to the quarantine period.

 

2.4                   Telnic shall have the right to reject, cancel or invalidate any domain name application and/or registration which, in its sole discretion, it reasonably considers to be abusive, offensive and/or obscene.  Telnic’s decision in this regard shall be final and binding.

 

2.5       The registrant acknowledges that Telnic’s ability to perform its obligations under this Agreement is dependent upon the registrants full and timely co-operation with Telnic as well as the accuracy and completeness of any information and/or trade mark details provided by the registrant to Telnic. 

 

3.                  QUARANTINE

 

3.1       The registrant acknowledges and agrees that upon the successful verification of the application but before registration, the application shall proceed to quarantine.  The domain name shall remain in quarantine for a period of [90] days during which time Telnic shall further review the application.  The registrant further acknowledges and agrees that Telnic shall have the sole and exclusive right to enable any application to progress through quarantine to registration or to reject, cancel or invalidate such application and prevent the same from proceeding from quarantine to registration.

 

3.2       Telnic reserves the right, in its sole and exclusive discretion to, obtain any further information and/or documentation it requires to satisfy itself that the registrant has full title to the registered trade mark.  The registrant shall use its reasonable endeavours to promptly assist Telnic in obtaining such further information and/or documentation.

 

4.                  LAUNCH

 

4.1       The registrant acknowledges and agrees that any application is made on the strict understanding that Telnic has not yet completed the development of its application software upon which .tel domain names will run.  The registrant accepts without qualification that the completion of such development is a condition precedent which must be fulfilled before any .tel domain name will be available for use on or in connection with the Internet.  Telnic may, from time to time, describe the progress of such development in the news and information section at the Website.

 

4.2       The registrant acknowledges and agrees that Telnic is entitled to accept applications pending Telnic completing the development referred to in clause 4.1 (“launch”).  The registrant shall not request Telnic or any other person or organisation to grant the registrant or any other entity any right(s) in connection with the domain name applied for and/or any other domain name until after launch.  As soon as practicable after launch, Telnic shall notify the registrant in accordance with the provisions of clause [16] hereof and Telnic shall advise the registrant in such notification of any further steps which may need to be taken by the registrant before the domain name may be used on or in connection with the Internet.

 

5.                  GENERIC WORDS AND PHRASES

 

The registrant accepts without qualification that any generic word(s) and/or phrase(s) and/or characters and/or digits [(or parts thereof)] (as determined by Telnic in its sole and exclusive discretion) in any language including, without limitation, such generic word(s) and/or phrase(s) which represent products, services, professions, industries, industry sectors and/or organisation types shall not be available for registration.

 

6.                  WARRANTY

 

In making an application, the registrant represents and warrants to Telnic that the registrant has the right to use that part of the domain name to which the application relates and that if the registrant is to use such domain name after launch such use will not infringe the rights of any third party, wheresoever situated.  Acceptance of a domain name by Telnic shall not be construed as Telnic approving or agreeing that the registrant has any right to register and/or use that name.

 

7.                  THIRD PARTY REGISTRATIONS

 

Where a registrant makes an application on behalf of a third party for a domain name, the registrant must first obtain the written consent of such third party to make the application and a written undertaking from such third party to comply with these terms and the registrant shall, upon request from Telnic promptly provide to Telnic a copy of such consent and undertaking.  Failure by Telnic to request such copies shall not be construed as Telnic approving or agreeing that the registrant and/or such third party has any right to register and/or use and/or be associated in any way with that domain name.  The registrant further undertakes at any time upon request of the third party to de-register promptly such domain name and take all reasonable steps to assist that third party to register it in the third party’s own name.

 

8.                  INDEMNITY

 

By applying to register a domain name, the registrant agrees to indemnify, and to keep Telnic and its directors, officers, employees, agents and sub-contractors fully and effectively indemnified, at all times against all costs, claims, liabilities, losses, damages, actions and expenses (including, without limitation, legal expenses) arising directly or indirectly from the application, domain name registration, the publication and/or use of the domain name and/or any breach by the registrant or its agents or contractors of any of these terms.

 

9.                  INTELLECTUAL PROPERTY RIGHTS

 

The registrant accepts and acknowledges the rights of Telnic to the Telnames and the trade marks stated on the Website from time to time as being owned by Telnic including, without limitation, “Telnic” and “.tel” and will ensure that neither the registrant nor any associate, employee, agent, principal or servant of such registrant shall act in any way or do anything which might reasonably be construed to impugn such rights and/or trade marks and/or otherwise be to the detriment of Telnic and/or the sound and proper running of the Website and/or contrary to its interests in promoting the acceptance and use of .tel domain name.

 

10.              USE OF THE DOMAIN NAME

 

10.1     A domain name shall only be used in conjunction with devices approved by Telnic where no gateways are involved and/or gateways and/or other interfaces between the Internet and the Public Telephony Switched Networks which are approved by Telnic so as to ensure essential maintenance of quality and integrity standards.  Notwithstanding the above, Telnic shall not be responsible for the quality, standards and/or any shortcoming of any gateway, interface Internet Service Provider and/or Internet Telephony Service Provider.

 

10.2     The number of email addresses and sub-domains which may be created for or in conjunction with the domain name shall be in accordance with the principles and policies to be posted by Telnic on the Website from time to time and Telnic shall, in its sole discretion, have due regard to all technological developments and telephone billing systems.  For the avoidance of doubt the registration of a domain name shall not confer any rights for the registrant to receive the benefit of any second - or subsequent - generation domain names offered by Telnic or any other rights including but not limited to voice-over internet protocol (“VOIP”) not expressly conferred by these terms and conditions or specified on the Website.  By applying to register a domain name pursuant to these terms and conditions, the registrant agrees that when it is considering using VOIP services the registrant shall allow Telnic the opportunity to offer to provide such services on an exclusive basis.

 

11.              FEES

 

11.1     The fees for the application of a domain name shall be USD $200 (exclusive of any sales and/or purchase tax (without limitation)) or such amount as specified on the Website from time to time.  Telnic reserves the right to amend its fee structure in its sole discretion including, without limitation, implement fees based on usage of the domain name on the DNS look-up. 

 

11.2     Any and all fees levied by Telnic including, without limitation, fees in respect of a domain name must be paid in full by the registrant by credit card at the time of making the application (“due date”). 

 

11.3     For the avoidance of doubt, prior payment by credit card by the registrant is required by Telnic before any work in connection with the domain name can be carried out. If Telnic shall not have received full payment by the due date, Telnic shall be entitled to not to proceed with the application of the relevant domain name(s) with immediate effect and without notice to the registrant re-issue the domain name onto the public database and thereby offer the said name for registration by another party. 

 

11.4     Subject to the terms and conditions of this Agreement a domain name registration shall continue for a period of one year from the date that the said registration is posted on the Telnic Whois database and the same is available for access by the general public.  The registrant hereby agrees that the terms and conditions of the Registration Agreement [link] which is incorporated herein upon the registration of the domain name. [Following launch the provisions of clause [4] shall apply.]

 

12.              SURRENDER

 

In the event that a domain name is no longer required, the registrant shall notify Telnic by email and any other means set out in clause 16 setting out the required date of termination together with any relevant password or code.  For the avoidance of doubt, the registrant shall not be entitled to a refund in respect of such domain name so surrendered.  Such notice shall not take effect until acknowledged by Telnic.  The provisions of these terms shall continue to apply after termination.

 

13.              ASSIGNMENT

 

The terms are personal to the registrant.  The registrant shall not be entitled to assign a domain name and/or the terms without the prior written consent of Telnic.

 

14.              DATA PROTECTION AND PRIVACY POLICY

 

14.1     By submitting an application, the registrant hereby expressly consents to Telnic using any and all information provided by the registrant, set out in the application or derived from the use of the Website by the registrant for any purpose whatsoever including, without limitation, the marketing of Telnic’s goods and/or services and those of third parties and the registrant hereby expressly consents to Telnic transferring, licensing, selling or otherwise giving a right of use of the information to any third party anywhere in the world including, without limitation, releasing the registrant’s information to third parities who allege that the registration of a domain name by the registrant is an infringement of third party rights or is otherwise unlawful.

 

14.2     Telnic’s data protection and privacy policy is located at [link] and is incorporated herein by reference.

 

15.              NOTICES

 

Any notice, notification or invoice for which provision has been made in these terms shall be deemed to have been correctly given if it is in writing and correctly sets out all relevant passwords and reference codes and is delivered by hand or by ordinary prepaid post or by facsimile transmission or by electronic mail (if for the registrant) for the attention of the registrant to such address, fax number or email address as shall have been indicated by the registrant on the application form or (if for Telnic) to such address, fax number or email address as shall be displayed on the Website.  Such notice shall be deemed to have been received on the next business day after its delivery by hand, facsimile or email or on the seventh day after ordinary posting.

 

16.              DISPUTE RESOLUTION

 

16.1     The registrant agrees, as a condition of submitting its application, and if the application is accepted by Telnic for registration, that the registrant is bound by the Uniform Domain Name Dispute Policy Resolution (the “policy”) and the Rules for Uniform Domain Name Dispute Resolution Policy (the “policy rules”).  The registrant further agrees that the registration of its domain name shall be subject to the policy and any other ICANN policy to correct mistakes in the registration of the domain name and/or for the resolution of disputes concerning the domain name.

 

16.2     Telnic is not obliged to take part in the resolution of any disputes between parties as to the right to register domain names, a list of ICANN approved dispute resolution providers (“provider”) can be found at [link].

 

16.3     The registrant agrees that Telnic, in its sole discretion, may modify the policy.  Any such revised policy will be posted on the Website at least 30 days before it becomes effective.  The registrant further agrees that if it does not agree to any such modifications, the registrant may terminate these terms upon [30] days’ written notice to Telnic.  In the event of such termination of these terms, Telnic shall not refund any fees paid by the registrant.

 

16.4     In the event of a domain name dispute, the registrant agrees that the dispute will be subject to the provisions specified in the policy in effect at the time of the dispute.  The registrant agrees to indemnify and hold Telnic harmless as set forth in clause [ ]. 

 

16.5     If Telnic is notified that a complaint has been filed with a provider, the registrant agrees to not make any changes to the domain name record without Telnic’s prior written approval.  Telnic shall use reasonable endeavours to comply promptly with the order of a provider or such other legal judgment or other legal requirement of any court of competent jurisdiction. 

 

16.6     Without prejudice to the generality of the foregoing, Telnic may, at its sole option, cancel the registration or suspend registration of the domain name if:

 

(a)               ordered to do so by a court of competent jurisdiction;

 

(b)               the use of the domain name is illegal;

 

(c)               there is a breach of these terms and conditions; and/or

 

(d)               the continued use of a domain name could cause technical problems on the Internet.

 

17.              ENFORCEABILITY

 

In the event that any provision of these terms shall be unenforceable or invalid under any applicable law or be so held by a decision of any Court of competent jurisdiction, such unenforceability or invalidity shall not render these terms unenforceable or invalid as a whole.  Telnic will amend or replace such provision with one that is valid and enforceable and which achieves, as far as possible, the original objectives and intent of Telnic as reflected in the original provision.  Such amendments and/or replacements will be deemed to have been included in these terms at the same time as those parts not so held to be invalid and/or unenforceable.

 

18.              WARRANTY

 

Telnic gives no warranty and makes no representation in respect of the domain names applied for and/or registered hereunder including, without limitation, the availability of any domain names or their fitness for purpose and hereby excludes, to the fullest extent permitted by law, all conditions, warranties, terms, undertakings and representations, express or implied, whether by statute, common law or otherwise in relation to such domain names. 

 

19.              LIABILITY

 

19.1     Telnic shall not be liable whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the domain names registered hereunder, including without limitation:

 

(a)                loss of revenue; and/or

 

(b)               loss of anticipated savings; and/or

 

(c)                loss of business and/or goods; and/or

 

(d)               loss of goodwill; and/or

 

(e)                loss of use; and/or

 

(f)                 loss and/or corruption of data and/or other information; and/or

 

(g)                downtime; and/or

 

(h)                any damage relating to the procurement of any substitute services.

 

For the avoidance of doubt, neither the types of loss and/or damage specified in clauses 19.1(a) to (h), inclusive, nor any similar types of loss and/or damage shall constitute direct loss for the purposes of these terms and conditions.

 

19.2     In no event shall Telnic’s liability to the registrant, whether in contract, tort, by statute or otherwise exceed 150% of the registration fee for the domain name.

 

19.3     Nothing in these terms shall exclude or restrict the liability of either party for fraudulent misrepresentation and/or for death or personal injury arising as a result of the negligence of that party, its officers, employees, agents and/or sub-contractors.

 

20.              INSURANCE

 

Throughout the duration of these terms, Telnic shall maintain general commercial liability insurance with a reputable insurer for a minimum amount of US $500,000 to cover liaiblities arising from Telnic’s business.

 

21.              WAIVER

 

The failure of Telnic to require performance by the registrant and/or the use of a domain name in accordance with any provision hereof shall not affect the right of Telnic to require full performance and/or compliance at any time thereafter; nor shall the waiver by Telnic of any breach of any provision hereof be taken or held to be a waiver of the provision itself.

 

22.              ENTIRE AGREEMENT

 

These terms, as amended from time to time, and the Telnic Disclaimer together constitute the complete and exclusive agreement between Telnic and the registrant in respect of the pre-launch and quarantine periods, and supersede all prior proposals, agreements, or other communications.  The registrant agrees that the submission of an application for the registration of a domain name constitutes an unqualified agreement to be bound by these terms and by the Telnic Disclaimer, all as amended from time to time.  The registrant further agrees and understands that on the completion of the quarantine period the application shall proceed to full registration status and shall the terms and conditions of the Registration Agreement shall apply with full force and effect.

 

23.              JURISDICTION AND GOVERNING LAW

 

These terms shall be governed exclusively in all respects by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.