.POST Agreement Appendix 2 | Escrow Agreement
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.POST Agreement Appendix 2
Escrow Agreement

(11 December 2009)


DISCLAIMER: This form of Escrow Agreement with its related exhibits constitutes a template for which no guarantees or assurances are provided. Notwithstanding the foregoing, the Parties shall use best efforts to implement this form of Escrow Agreement when establishing the final escrow document referred to in Section 3.1(c)(i) of the .POST Sponsored TLD Agreement, with such additions, deletions and modifications reasonably acceptable to ICANN.


This Registry Data Escrow Agreement (hereinafter referred to as the “Agreement”) is made as of this [enter date] (hereinafter referred to as the "Beginning Date"), by and between the Universal Postal Union (UPU) (hereinafter referred to as the “Sponsor”), [name of Registry Operator] (hereinafter referred to as “Registry Operator”), [name of Escrow Agent] (hereinafter referred to as the “Escrow Agent”), and Internet Corporation for Assigned Names and Numbers (hereinafter referred to as “ICANN”). All capitalized terms not defined herein shall have the meaning set forth in the .POST Sponsored TLD Agreement dated [insert date of Sponsored TLD Agreement] by and between Sponsor and ICANN (hereinafter referred to as the “.POST Sponsored TLD Agreement”).

The Sponsor, Registry Operator, Escrow Agent and ICANN may also be individually referred to as “Party”, or collectively as “Parties”.

Recitals

A. Sponsor and ICANN have entered into the .POST Sponsored TLD Agreement, which requires Sponsor, during the term of the .POST Sponsored TLD Agreement, to ensure that Registry Operator will submit certain domain name registration data to a reputable escrow agent to be held in escrow.

B. Pursuant to the .POST Sponsored TLD Agreement, Sponsor shall ensure the periodic delivery, by Registry Operator to Escrow Agent, of an electronic copy of all Registry Data as detailed in Subsection 3.1(c) of the .POST Sponsored TLD Agreement (each such delivery hereinafter referred to as a "Deposit").

C. Sponsor, Registry Operator and ICANN each desire Escrow Agent to hold each Deposit and, upon certain events, release any retained Deposits (or a copy of the Deposits) in accordance with the terms of this Agreement or as ordered by an arbitration award in conformity with Article V of the .POST Sponsored TLD Agreement.

Now, therefore, in consideration of the premises and mutual obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Agreement

1. Content of Deposits. Deposits will be of two kinds: Full Deposits and Incremental Deposits. Each “Full Deposit” will consist of Registry Data (as defined in Section 3.1(c)(i) of the .POST Sponsored TLD Agreement) that reflects the current and complete registry database in the context of the .POST Sponsored TLD Agreement. “Incremental Deposits” will consist of Registry Data that reflects all transactions involving the above-mentioned registry database that are not reflected in the last previous Full Deposit or Incremental Deposit, as the case may be.

2. Schedule for Deposits. Registry Operator shall create and deliver a Full Deposit to Escrow Agent once every week, according to the schedule specified in Exhibit A of Appendix 1 to the .POST Sponsored TLD Agreement. Registry Operator shall create and deliver an Incremental Deposit to Escrow Agent once each day during which a Full Deposit is not made, according to the schedule specified in Exhibit A of Appendix 1 to the .POST Sponsored TLD Agreement. Sponsor shall ensure Registry Operator’s compliance with this Section 2.

3. Format of Deposits. The data in each Full Deposit and in each Incremental Deposit shall follow the data format specified in the Escrow Deposit Format Specification (hereinafter referred to as the “Format Specification”), attached as Exhibit B of Appendix 1 to the .POST Sponsored TLD Agreement.

4. Procedure for Deposits. Each properly formatted Full Deposit and Incremental Deposit shall be processed and electronically delivered in encrypted form to Escrow Agent according to the transfer process described in Exhibit C of Appendix 1 to the .POST Sponsored TLD Agreement.

5. Notification of Deposits. Simultaneous with the delivery to Escrow Agent of any Full or Incremental Deposit, Registry Operator shall deliver a written statement to Escrow Agent and ICANN that includes a copy of the report generated upon creation of the Full or Incremental Deposit via the ICANN-provided software (as described in Exhibit C of Appendix 1 to the .POST Sponsored TLD Agreement) and states that the Full or Incremental Deposit (as the case may be) has been duly inspected by Registry Operator in accordance with the procedures described in Exhibit C of Appendix 1 to the .POST Sponsored TLD Agreement as complete and accurate. Escrow Agent shall notify ICANN and the Sponsor of all Deposits received, within 2 (two) business days of receipt.

6. Verification. Within 2 (two) business days after receiving each Full or Incremental Deposit, Escrow Agent shall verify the format and completeness of each Deposit by performing the verification procedures specified in Exhibit D of Appendix 1 to the .POST Sponsored TLD Agreement, and shall deliver to ICANN a copy of the verification report generated for each Deposit (which may be by authenticated e-mail). In case Escrow Agent discovers that any Deposit fails the verification procedures, Escrow Agent shall notify, in written form, Sponsor, the Registry Operator and ICANN of such nonconformity within 48 (forty-eight) hours of discovery. Upon notification of such verification failure, Registry Operator shall execute the modifications, updates, corrections and other fixes of the Full or Incremental Deposit deemed necessary for the Deposit to pass the verification procedures, and to deliver such fixes to Escrow Agent as promptly as possible. Escrow Agent shall verify the accuracy or completeness of any such corrected Deposit pursuant to the procedures contained in this Section 6 and shall send ICANN and the Sponsor a copy of the successful report within 24 (twenty-four) hours. The failure of any Full or Incremental Deposit to meet verification procedures, as well as of any efforts by the Registry Operator to remedy such failure shall not delay the delivery of any subsequent scheduled Full or Incremental Deposits pursuant to the schedule in Exhibit A of Appendix 1 to the .POST Sponsored TLD Agreement. Escrow Agent shall deliver, on the first business day of each month, (i) a written certification to ICANN that Escrow Agent has performed such verification procedures on each Deposit received during the last month, and (ii) copies of the verification reports generated for each Deposit received during the last month.

7. Retention and Confidentiality.

7.1 Retention. Escrow Agent shall hold and maintain the Deposits in a secure, locked and environmentally safe facility that is accessible only to authorized representatives of Escrow Agent. Escrow Agent shall use all commercially reasonable efforts to protect the integrity of the Deposits. Sponsor, ICANN and, at the discretion of the Sponsor, the Registry Operator, shall have the right to inspect Escrow Agent's written records with respect to this Agreement upon reasonable prior notice and during normal business hours.

7.2 Destruction of Deposits. At all times, Escrow Agent shall retain the 4 (four) most recent Full Deposits and all Incremental Deposits after the earliest of those 4 (four) Full Deposits, all of which must have passed the verification procedures specified in Exhibit D of Appendix 1 to the .POST Sponsored TLD Agreement. Escrow Agent may destroy any Deposits reflecting the registry database in the context of the .POST Sponsored TLD Agreement prior to these 4 (four) most recent Full Deposits.

7.3 Confidentiality. Escrow Agent shall use all commercially reasonable efforts to protect the confidentiality of the Deposits. Except as otherwise provided in this Agreement, Escrow Agent shall not disclose, transfer, make available to third parties or use any Deposit (as well as any copies thereof) for any purposes not expressly stated in this Agreement. Should Escrow Agent be put on notice that it is required to disclose any Deposits by statute, rule, regulation, order or other valid requirement of a governmental agency, legislative body, court of competent jurisdiction or binding arbitral body (other than any requirement pursuant to Sections 9.1.6, 10.1.6, 11.2, and 13.2 of this Agreement), Escrow Agent shall notify Sponsor, ICANN and the Registry Operator within 7 (seven) days or as soon as practicable, and reasonably cooperate with Sponsor, ICANN and, at the discretion of the Sponsor, the Registry Operator, in any contest of the aforementioned disclosure requirement. Should any contest prove unsuccessful following a failure or exhaustion of its contesting rights concerning such a disclosure requirement, Escrow Agent shall not be held liable for any disclosure requirement pursuant to such governmental, legislative, judicial or arbitral order or other valid requirement thereof, but only to the extent of and for the purposes of such disclosure requirement.

8. Duplication. Escrow Agent may duplicate any Deposit by any commercially reasonable means in order to comply with the terms and provisions of this Agreement, provided that the Sponsor shall bear the expense of such duplication. Alternatively, Escrow Agent, by notice to Sponsor and the Registry Operator and subject to prior authorization of the Sponsor, may reasonably require the Registry Operator to promptly duplicate any Deposit.

9. Release of Deposits to ICANN. Within 5 (five) business days after receipt of any required documents and/or notices specified in this Section 9, Escrow Agent shall deliver to ICANN or its designee all Deposits in Escrow Agent's possession, in the event that the Escrow Agent receives (a) any notice set forth in Sections 9.1.1 through 9.1.6, and each of the notices, instructions and undertakings set forth in Sections 9.2, 9.3 and 9.4), or (b) the notice specified in Section 9.5:

9.1 One of the following notices:

9.1.1 A written notice by the Sponsor requesting Escrow Agent to effect such delivery to ICANN; or

9.1.2 A written notice by ICANN that the .POST Sponsored TLD Agreement has: (i) expired without renewal, pursuant to Section 4.1 of the .POST Sponsored TLD Agreement, or (ii) been terminated, in accordance with Article VI of the .POST Sponsored TLD Agreement; or

9.1.3 A written notice by ICANN that ALL of the following have occurred:

9.1.3.1 ICANN failed, with respect to (a) any Full Deposit or (b) 5 (five) Incremental Deposits within any calendar month, to receive, within 5 (five) calendar days after the Deposit's scheduled delivery date, a notification of receipt from Escrow Agent; and

9.1.3.2 ICANN gave notice to Escrow Agent and Sponsor of that failure; and

9.1.3.3 ICANN has not, within 7 (seven) calendar days after the notice under Section 9.1.3.2, received notice from Escrow Agent that the Deposit has been received; or

9.1.4 A written notice by ICANN that ALL of the following have occurred:

9.1.4.1 ICANN has received notification from Escrow Agent of failed verification of a Full Deposit or of failed verification of 5 (five) Incremental Deposits within any calendar month; and

9.1.4.2 ICANN gave notice to Sponsor and Registry Operator of that receipt; and

9.1.4.3 ICANN has not, within 7 (seven) calendar days after the notice under Section 9.1.4.2, received notice from Escrow Agent of verification of a remediated version of the Deposit; or

9.1.5 A written notice by ICANN that release of the Deposits is mandated by non-payment of any fees due to Escrow Agent, pursuant to Section 15 of this Agreement; or

9.1.6 A written notice by ICANN that a court, arbitral, legislative, or government agency that ICANN finds to be of competent jurisdiction has issued an order, rule, statute, regulation or other requirement (a copy of which ICANN has provided to Sponsor and Registry Operator) that mandates the release of the Deposits to ICANN, provided ICANN notifies the Sponsor, the Registry Operator and Escrow Agent within 7 (seven) days or as soon as practicable, in order to reasonably cooperate with Sponsor, Registry Operator and Escrow Agent for contesting any such requirement, as the case may be; and

9.2 Copies of notices with proof of delivery submitted to Escrow Agent that ICANN or Sponsor (whichever gave the notice under Section 9.1) has previously notified the other Parties in writing; and

9.3 Written instructions from ICANN that the Deposits be released and delivered to a designated party; and

9.4 A written undertaking by ICANN that the Deposits will be used only as permitted under the terms of the .POST Sponsored TLD Agreement, including but not limited to Section 6.5 of the .POST Sponsored TLD Agreement with respect to the transition of the Sponsor. Upon release of any Deposits to ICANN, Escrow Agent shall at the same time deliver to Sponsor a photostatic copy of the notice it received from ICANN under Sections 9.1.2 to 9.1.6, as applicable.

9.5 Escrow Agent shall deliver all Deposits to ICANN, upon receipt by Escrow Agent of notice of termination of this Agreement in accordance with Sections 14.1 and 14.2.1 of this Agreement.

10. Release of Deposits to Sponsor. Within 5 (five) business days after receipt of any required documents and/or notices specified in this Section 10, Escrow Agent shall deliver to Sponsor or its designee all Deposits in Escrow Agent's possession, in the event that the Escrow Agent receives (a) any notice set forth in Sections 10.1.1 through 10.1.6, and each of the notices, instructions and undertakings set forth in Sections 10.2, 10.3 and 10.4), or (b) the notice specified in Section 10.5:

10.1 One of the following notices:

10.1.1 A written notice by ICANN requesting Escrow Agent to effect such delivery to Sponsor; or

10.1.2 A written notice by Sponsor that the .POST Sponsored TLD Agreement has: (i) expired without renewal, pursuant to Section 4.1 of the .POST Sponsored TLD Agreement, or (ii) been terminated, in accordance with Article VI of the .POST Sponsored TLD Agreement; or

10.1.3 A written notice by Sponsor that ALL of the following have occurred:

10.1.3.1 Sponsor or the Registry Operator failed, with respect to (a) any Full Deposit or (b) five Incremental Deposits within any calendar month, to receive, within 5 (five) calendar days after the Deposit's scheduled delivery date, notification of receipt from Escrow Agent; and

10.1.3.2 Sponsor gave notice to Escrow Agent of that failure; and

10.1.3.3 Sponsor or the Registry Operator has not, within 7 (seven) calendar days after the notice under Section 10.1.3.2, received notice from Escrow Agent that the Deposit has or the Deposits have been received; or

10.1.4 A written notice by Sponsor that ALL of the following have occurred:

10.1.4.1 Sponsor has received notification from Escrow Agent of failed verification of a Full Deposit or of failed verification of 5 (five) Incremental Deposits within any calendar month; and

10.1.4.2 Sponsor gave notice to Escrow Agent and Registry Operator of that receipt; and

10.1.4.3 Sponsor has not, within 7 (seven) calendar days after the notice under Section 10.1.4.2, received notice from Escrow Agent of verification of a remediated version of the Deposit; or

10.1.5 A written notice by Sponsor that release of the Deposits is mandated by non-payment of any fees due to Escrow Agent, pursuant to Section 15 of this Agreement; or

10.1.6 A written notice by Sponsor that an arbitral award duly recognized by Sponsor has issued an order, rule or other requirement (a copy of which Sponsor has provided to ICANN and the Registry Operator) that mandates the release of the Deposits to Sponsor; and

10.2 Copies of notices with proof of delivery submitted to Escrow Agent that ICANN or Sponsor (whichever gave the notice under Section 9.1) has previously notified the other Parties in writing; and

10.3 Written instructions from Sponsor that the Deposits be released and delivered to a designated party; and

10.4 A written undertaking by Sponsor that the Deposits will be used only as permitted under the terms of the .POST Sponsored TLD Agreement. Upon release of any Deposits to Sponsor, Escrow Agent shall at the same time deliver to ICANN a photostatic copy of the notice it received from Sponsor under Sections 10.1.2 to 10.1.6, as applicable.

10.5 Escrow Agent shall deliver all Deposits to Sponsor or, at the discretion of the Sponsor, its designee, upon receipt by Escrow Agent of notice of termination of this Agreement in accordance with Sections 14.1 and 14.2.1 of this Agreement.

11. Procedure After Release.

11.1 Right to Use Deposits. Upon release of any Deposits to Sponsor pursuant to Section 10 above, Sponsor (or its assignee in accordance with the .POST Sponsored TLD Agreement) shall immediately have the right, subject to Section 10.4 above, to exercise or have exercised all rights in the Deposits pursuant to the .POST Sponsored TLD Agreement as deemed necessary to provide registry services. Upon release of any Deposits to ICANN pursuant to Section 9, ICANN (or its assignee in accordance with the .POST Sponsored TLD Agreement) shall immediately have the right, subject to Section 9.4 above, to exercise or have exercised all rights in the Deposits pursuant to the .POST Sponsored TLD Agreement as deemed necessary to provide registry services. In the event that ICANN and the Sponsor are each entitled to a release of any Deposits pursuant to Section 9 and Section 10, respectively, Escrow Agent may release such Deposit to both ICANN and the Sponsor simultaneously.

11.2 Objection Notices. Upon release of any Deposits to ICANN or Sponsor pursuant to Section 9 or Section 10, respectively, ICANN or Sponsor, as the case may be (hereinafter referred to as the “Objecting Party”), shall have 30 (thirty) calendar days to notify Escrow Agent and the Party to whom the Deposit was released in writing (hereinafter referred to as the "Objection Notice") of its objection to the release of the Deposits and request that the issue of entitlement to the Deposits be resolved pursuant to the dispute resolution procedures referred to in Section 17.2 of this Agreement (hereinafter referred to as the “Dispute Resolution Procedures”). The Parties further agree that: (i) ICANN and Sponsor shall have no rights (other than pursuant to this Section 11.2) to object to any release of the Deposits; and (ii) the delivery of an Objection Notice and the commencement of Dispute Resolution Procedures shall not delay release of any Deposits pursuant to Section 9 or Section 10, as applicable.

11.3 Withdrawal of Objection Notice. The Objecting Party may, at any time, notify Escrow Agent and the Party to whom the Deposit was released that it wishes to withdraw its Objection Notice. Upon receipt of notice of such withdrawal, Escrow Agent shall promptly deliver to the requesting Party any Deposits that have not previously been delivered to such Party.

11.4 Dispute Resolution Procedures Decisions.

11.4.1 If the release of Deposits under Sections 9 or 10 is determined by the Dispute Resolution Procedures as valid and proper, Escrow Agent shall promptly deliver, in accordance with the instructions specified in Sections 9.3 or 10.3 (as the case may be), any Deposits that have not previously been delivered.

11.4.2 If the release of Deposits under Sections 9 or 10 is determined in Dispute Resolution Procedures to have been improper, the Party(ies) receiving the Deposits shall promptly return or destroy, at the other Party’s discretion, the Deposits received under Sections 9 or 10.

12. Indemnity. ICANN and the Registry Operator shall jointly and severally indemnify and hold harmless Escrow Agent and each of its directors, officers, agents, employees, members, and stockholders ("Escrow Agent Indemnitees") absolutely and forever from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever, including reasonable attorneys' fees and costs, that may be asserted by a third party against any Escrow Agent Indemnitees in connection with this Agreement or the performance of Escrow Agent or any Escrow Agent Indemnitees hereunder (with the exception of any claims based on the misrepresentation, negligence, or misconduct of Escrow Agent, its directors, officers, agents, employees, contractors, members, and stockholders). Sponsor shall not be held responsible for indemnifying Escrow Agent or the Escrow Agent Indemnitees in any such claims as indicated in this Section 12. Escrow Agent shall likewise indemnify and hold harmless Sponsor, Registry Operator and ICANN, and each of their respective directors, officers, agents, employees, members, and stockholders ("Indemnitees") absolutely and forever from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever, including reasonable attorneys' fees and costs, that may be asserted by a third party against any Indemnitee in connection with the misrepresentation, negligence or misconduct of Escrow Agent, its directors, officers, agents, employees and contractors.

13. Interpleader.

13.1 Escrow Agent may submit any dispute under this Agreement in an interpleader or similar action to the Dispute Resolution Procedures. Any and all costs incurred by Escrow Agent in connection therewith, including reasonable attorneys' fees and costs, shall be borne equally by the Sponsor and ICANN, provided each are parties to such interpleader or similar action.

13.2 Escrow Agent shall perform any acts as validly ordered by a court of competent jurisdiction, without any liability or obligation to any Party hereunder by reason of such order, but only to the extent of and for the purposes of such order and provided Escrow Agent notifies the Sponsor, ICANN and the Registry Operator within 7 (seven) days or as soon as practicable, in order to reasonably cooperate with Sponsor, ICANN and the Registry Operator and contest any such acts ordered by a court of competent jurisdiction, as the case may be. Any and all costs directly incurred by Escrow Agent in connection therewith, including reasonable attorneys' fees and costs, shall be solely borne by Escrow Agent.

14. Term and Termination.

14.1 Term. The initial term of this Agreement shall be 1 (one) year, commencing on the Beginning Date (the "Initial Term"). This Agreement shall be automatically renewed for an additional term of 1 (one) year ("Additional Term") at the end of the Initial Term and each Additional Term hereunder unless, on or before 90 (ninety) days prior to the end of the Initial Term or an Additional Term, a Party notifies the other Parties that it wishes to terminate this Agreement at the end of such term. In the event a Party gives the other Parties such notice of termination and the Parties cannot agree to resolve, by the end of the then-current term, any disputes regarding the renewal of this Agreement or the establishment of a replacement escrow agent: (i) the Parties shall resolve any such disputes through the Dispute Resolution Procedures; (ii) this Agreement shall continue to remain in effect during the resolution of any such disputes; and (iii) Escrow Agent shall have the right to invoice either Sponsor or ICANN for the data escrow services provided during this dispute resolution period at the rates listed in Exhibit E of Appendix 1 to the .POST Sponsored TLD Agreement.

14.2 Termination. This Agreement shall terminate upon the occurrence of any of the following:

14.2.1 Termination of this Agreement by Sponsor and ICANN, upon having delivered to Escrow Agent and Registry Operator a written notice jointly signed by the Sponsor and ICANN stating their common intent to terminate this Agreement upon 90 (ninety) days' notice;

14.2.2 Termination of this Agreement by Escrow Agent pursuant to Section 15; or

14.2.3 As provided in Section 14.1.

15. Fees and Payments. Sponsor shall pay to Escrow Agent the applicable fees and charges listed in Exhibit E of Appendix 1 to the .POST Sponsored TLD Agreement as compensation for Escrow Agent's services under this Agreement. If the Sponsor fails to pay any fees or charges invoiced by Escrow Agent by the due date(s), Escrow Agent shall give written notice to Sponsor and Registry Operator of non-payment of any such past-due fees hereunder and, in that event, the Sponsor shall have the right to pay the past-due fee(s) within 10 (ten) business days after receipt of the notice from Escrow Agent. In the event the Sponsor fails to pay the past-due fee(s) within such period, Escrow Agent shall give notice of such failure to ICANN and, in that event, ICANN may, in its sole discretion, pay the past-due fee(s) within ten business days of receipt of such notice from Escrow Agent. In the event ICANN shall pay such past-due fees hereunder, the Sponsor shall reimburse ICANN for such payment and ICANN may pursue a claim of recoupment of such fees from the Sponsor pursuant to the Dispute Resolution Procedures. Upon payment of the past-due fee(s) by the Sponsor or ICANN within the applicable periods under this Section 15, this Agreement shall continue in full force and effect. In case the Sponsor fails to pay the past-due fee(s) within the applicable periods under this Section 15 and ICANN does not elect, in its discretion, to pay such fee(s), Escrow Agent shall have the right to terminate this Agreement immediately by sending notice of termination to all Parties. Upon such termination, Escrow Agent shall deliver to Sponsor and ICANN all Deposits held by Escrow Agent.

16. Ownership of Deposit Materials. Subject to the relevant provisions of the .POST Sponsored TLD Agreement, the Parties recognize and acknowledge that ownership of the Deposit materials during the effective term of this Agreement shall remain with the Sponsor at all times.

17. Miscellaneous.

17.1 Remedies. For the purposes of fulfilling its obligations under this Agreement, Escrow Agent may act in good faith reliance on, and shall not be held liable for, any written notice, instruction, instrument, or other writing signed or presented by a person with apparent authority to act on behalf of Sponsor, ICANN or Registry Operator.

17.2 Dispute Resolution. Sponsor and ICANN agree to resolve any disputes they may have between themselves under this Agreement, including any objections to release of the Deposits pursuant to Sections 9 and 10, solely pursuant to the Dispute Resolution Procedures described in Article V of the .POST Sponsored TLD Agreement, which shall be incorporated by reference herein. Registry Operator and Escrow Agent agree to be bound by the provisions of Article V of the .POST Sponsored TLD Agreement with respect to any disputes brought by or involving Registry Operator and Escrow Agent under this Agreement. The Parties further agree that they may not challenge, in proceedings for the resolution of disputes between or among the Parties under this Agreement, the resolution of any issues, claims or defenses already decided, or for which a Party had a reasonable opportunity and motive to raise, in proceedings to which that Party was subject under the Dispute Resolution Procedures described in Article V of the .POST Sponsored TLD Agreement.

17.3 Limitation of Liability. The Parties shall not be liable to each other for special, indirect, incidental or consequential damages hereunder. Between the Sponsor and ICANN, the liability limitations of the .POST Sponsored TLD Agreement shall also apply.

17.4 Independent Contractor. Escrow Agent is an independent contractor and shall not be deemed as an employee or agent of Sponsor, ICANN or the Registry Operator.

17.5 No Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by Sponsor, ICANN, Registry Operator or Escrow Agent to any non-party to this Agreement, including but not limited to any domain-name holder or registrar.

17.6 Amendments. No amendment or modification to this Agreement or any of its provisions shall be effective and binding upon the Parties unless made in writing and duly signed by the Parties.

17.7 Assignment. Neither Sponsor nor ICANN may assign or transfer this Agreement (by merger, sale of assets, operation of law or otherwise) without the written consent of the non-assigning party, except that the rights and obligations of Sponsor or ICANN are automatically transferred to the assignee of one of those Parties' rights and obligations under the .POST Sponsored TLD Agreement. Escrow Agent may not assign or transfer this Agreement without the prior written consent of Sponsor and ICANN. Registry Operator may not assign or transfer its rights and obligations under this Agreement without the prior written consent of Sponsor and ICANN.

17.8 Entire Agreement. This Agreement, including all exhibits referenced herein, supersedes all prior discussions, understandings and agreements between Escrow Agent and the other Parties with respect to the data escrow services. Furthermore, Sponsor and ICANN acknowledge and agree that, as between themselves, the .POST Sponsored TLD Agreement (including all its appendices) is intended to co-exist with this Agreement; this Agreement is supplementary to the .POST Sponsored TLD Agreement; and the provisions of the .POST Sponsored TLD Agreement shall prevail in the event of any conflict between this Agreement and the .POST Sponsored TLD Agreement.

17.9 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

17.10 Notices. All notices, requests, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered by hand, by commercial overnight delivery service which provides for evidence of receipt, by certified mail, return receipt requested, postage prepaid, by facsimile or by e-mail (such e-mail to be followed promptly at receiver's request by a copy delivered by one of the other means of delivery) to the corresponding addresses listed on the signature page of this Agreement. If delivered personally, by commercial overnight delivery service, by facsimile or by e-mail, the date on which the notice, request, instruction, or document is delivered shall be the date on which delivery is deemed to be made, and if delivered by mail, the date on which such notice, request, instruction, or document is received shall be the date on which delivery is deemed to be made. Any Party may change its address for the purpose of this Agreement by notice in writing to the other Parties as provided herein.

17.11 Survival. The obligation of confidentiality in Section 7, as well as Sections 9, 10, 11, 12, 13 and this Section 17.11 shall survive any termination of this Agreement.

17.12 No Waiver. No failure on the part of any Party hereto to exercise, and no delay in exercising any right, power, or single or partial exercise of any right, power, or remedy by any Party will preclude any other or further exercise of that or any other right, power, or remedy. No express waiver or assent by any Party to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition.

 

IN WITNESS WHEREOF each of the parties has caused its duly authorized officer to execute this Agreement is of the Effective Date stated above.

Internet Corporation for Assigned
Names and Numbers

By:
Title:
Printed Name:

Address: 4676 Admiralty Way, Suite 330
Marina del Rey, CA 90292
Phone: +1 310 823 9358
Fax: +1 310 823 8649
Email:

[ESCROW AGENT]

By:
Title:
Printed Name:

Address:
Phone:
Fax:
Email:

[Registry Operator]

By:
Title:
Printed Name:

Address:
Phone:
Fax:
Email:

Universal Postal Union

By:
Title:
Printed Name:

Address: Weltpostrasse 4
3000 BERNE 15
SUISSE/SWITZERLAND
Phone: +41 (0)31 350 31 11
Fax: +41 (0)31 350 31 09
Email:

See Appendix 1 to the Sponsorship Agreement for Exhibits A through D to this Agreement.