This Registry-Registrar Agreement (this "Agreement") is between
RegistryPro, a Delaware Corporation, with its principal place of business
located in New York, NY, USA ("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 and related services, TLD nameservers, and other equipment
for the .pro top-level domain and the .pro second-level domains (collectively
the ".pro TLD");
WHEREAS, multiple registrars will provide Internet domain name registration
services within the .pro TLD; and
WHEREAS, Registrar wishes to act as a registrar for domain names within
the .pro TLD,
NOW, THEREFORE, for and in consideration of the mutual promises, benefits
and covenants contained herein and for other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged,
Registry Operator and Registrar, intending to be legally bound, hereby
agree as follows:
1.1. The "APIs" are the application
program interfaces by which Registrar may interact, through the RRP,
with the Registry System.
1.2. "Confidential Information"
means all information and materials, including, without limitation,
computer software, data, information, intellectual property, databases,
protocols, reference implementation and documentation, financial information,
statistics 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 that it is confidential.
1.3. "DNS" means the Internet domain
1.4. The "Effective Date" shall
be the date on which this Agreement 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., smith.law.pro) 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 Toolkit" comprises
the items described in Exhibit A.
1.10. "Registry Agreement" means
the Registry Agreement between Registry Operator and ICANN dated [date
of Registry Agreement] for the operation of the .pro TLD.
1.11. "Registry Services" means
services provided as an integral part of the operation of the Registry
TLD, including all sub-domains 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, and dissemination
of contact and other information concerning domain-name and nameserver
registrations in the Registry TLD. Registry Services shall not include
the provisions of name service for a domain name used by a single entity
under a Registered Name registered through an ICANN-Accredited Registrar.
1.12. The "Registry System" means
the multiple registrar system operated by Registry Operator for Registered
Names in the Registry TLD.
1.13. "RRP" means the registry-registrar
protocol used by the Registry System.
1.14. "Sunrise Period" means a
registration period in the period during which registered trademark
and service mark owners may register their marks as domain names in
order to allow them to protect their intellectual property.
1.15. "Term" shall have the meaning
set forth in Subsection 9.1.
1.16. A "TLD" means a top-level
domain of the DNS.
1.17. The "Verification Toolkit"
may be used to verify the right of an applicant for a Registered Name
to register in the .pro TLD or .pro sub-domain ("PS-SLD"),
as described in Exhibit A.
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, 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, the Registry
Agreement, ICANN requirements, and Registry Operator 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
2.3. Provision of Toolkit; License.
2.3.1. After the Effective Date and at
least seven days prior to the date on which Registrar will begin operations
in the .pro TLD, Registry Operator shall provide to Registrar a copy
of the Registrar Toolkit, which shall provide sufficient technical
specifications to allow Registrar to interface with the Registry System
and employ the features of the Registry System that are available
to Registrars for purposes of offering Registry Services. 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 all components owned by or licensed to Registry Operator
in and to the RRP, APIs, any reference client software and any other
intellectual property included in the Registrar Toolkit, as well as
updates and redesigns thereof, to provide domain name registration
services in the .pro TLD only and for no other purpose.
2.3.2. After the Effective Date, Registry
Operator may offer additional Toolkits described in Exhibit
A. Subject to the terms and conditions of this Agreement, Registry
Operator hereby grants Registrar and Registrar accepts a non-exclusive,
non-transferable world-wide limited license to use for the Term and
purposes of this Agreement all components owned by or licensed to
Registry Operator in and to the software and any other intellectual
property included in such Toolkits, as well as updates and redesigns
thereof, for the following purposes only and for no other purpose.
(a) Verification Toolkit: for purposes of verifying domain name
registration in the .pro TLD only and for no other purpose.
(b) Additional Toolkits that Registry Operator may offer from time
to time, to be provided on a basis and subject to licensing provisions
in this Subsection 2.3.2 of this Agreement.
Registry Operator shall promptly notify Registrar regarding the
Toolkit as such Toolkit becomes available.
2.4. Changes to System. Registry Operator
may from time to time make modifications to the RRP, APIs, or other
software licensed hereunder that will modify, 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 RRP, APIs or software licensed hereunder. This
notice period shall not apply in the event Registry Operator's system
is subject to the imminent threat of failure or a material security
threat, or there is the discovery of a major security vulnerability
or a Denial of Service (DoS) attack where the Registry Operator's systems
are rendered inaccessible by being subject to (i) excessive levels of
data traffic, (ii) unauthorized traffic, or (iii) data traffic not conforming
to the protocols used by the Registry Operator's system.
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 Registrar is collected, the intended recipients
(or categories of recipients) of such Personal Data, and the mechanism
for access to and correction of such Personal Data. Registrar shall
provide all such information to holders of Registered Names it sponsors
in the .pro TLD promptly upon receipt from Registry Operator. 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. Service Level Agreement. Registry Operator
shall issue credits to Registrar as described in, and shall otherwise
comply with its obligations under, Exhibit G.
2.8. ICANN Requirements. Registry Operator's
obligations hereunder are subject to modifications from time to time
as the result of ICANN-mandated requirements and consensus policies.
Notwithstanding anything in this Agreement to the contrary, Registrar
shall comply with any such ICANN requirements and shall require any
Registered Name Holder to comply with such requirements in accordance
with implementation schedules and arrangements established by ICANN
or the Registry Operator.
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.
3.2. Registrar Responsibility for Customer Support.
Registrar shall at a minimum provide (i) support to accept orders for
Registered Names, including registrations, cancellations, deletions,
and transfers, 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 fourteen (14) calendar days in advance of the
use of such amended registration agreement. Registrar shall include
in its registration agreement with each Registered Name Holder 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, its subsidiaries, affiliates,
divisions, shareholders, directors, officers, employees, accountants,
attorneys, insurers, agents, predecessors, successors and assigns, from
any and all claims, demands, losses, costs, expenses, causes of action
or other liabilities of any kind, whether known or unknown, in any way
arising out of, relating to, or otherwise in connection with the Registered
Name Holder's domain name registration. The registration agreement shall
further require that 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 and
policy specifications of the Registry System that are made available
to Registrar from time to time. Registrar shall be responsible for verifying
the accuracy of the data submitted to the Registry Operator. 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. This Subsection 3.5 does not limit the
Registry Operator's ability to directly receive data from Registered
Name Holders according to Exhibit E.
3.6. Security. Registrar shall 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 and that all data exchanged between Registrar's system and
the Registry System shall be protected to avoid unintended disclosure
of information. Each RRP session shall be authenticated and encrypted
using two-way secure socket layer protocol. Registrar agrees to authenticate
every RRP client connection with the Registry System using both an X.509
server certificate issued by a commercial Certificate Authority identified
by Registry Operator and its Registrar password, which it shall disclose
only to its employees and contractors with a need to know and an obligation
not to disclose. Registrar agrees to notify Registry Operator within
four hours of learning that its Registrar password has been compromised
in any way or if its server certificate has been revoked by the issuing
Certificate Authority or compromised in any way. Registrar shall employ
the necessary measures to prevent its access to the Registry System
granted hereunder from being used to (i) 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 (ii) 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.
3.7. Resolution of Technical Problems. Registrar
shall 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 RRP, the APIs and the systems of
Registry Operator in conjunction with Registrar's systems. In the event
of significant degradation of the Registry System or other emergency,
Registry Operator may, in its sole discretion, temporarily suspend Registrar's
access to the Registry 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. 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 responsibility in accordance
with the Registry Agreement or other arrangement with ICANN; and
3.10.2. operational standards, policies,
procedures, and practices for the Registry TLD established from time
to time by Registry Operator in a manner consistent with the Registry
Agreement and its Appendices, and consistent with ICANN's standards,
policies, procedures, and practices. 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.
3.11. Restrictions on Registered Names. In
addition to complying with ICANN and Registry Operator 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.
3.12. Service Level Agreement. Registrar
shall comply with its obligations under Exhibit
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 Registry 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.
4.2. Payment of Registry Operator Fees. In
advance of incurring Fees, Registrar shall establish a letter of credit,
deposit account, or other credit terms accepted by Registry Operator,
which acceptance will not be unreasonably withheld. Registry Operator
will invoice Registrar monthly in arrears for the Fees incurred by Registrar
in the month. All Fees are due immediately upon receipt of Registry
Operator's invoice pursuant to the letter of credit, deposit account,
or other credit terms.
4.3. Non-Payment of Fees. Registrar's timely
payment of Fees is a material condition of Registry Operator's obligations
under this Agreement. In the event that Registrar fails to pay its Fees
within five days of the date when due, Registry Operator may do any
or all of the following: (i) stop accepting new initial or renewal registrations
from Registrar; (ii) delete the domain names associated with invoices
not paid in full from the Registry database; (iii) give written notice
of termination of this Agreement pursuant to Subsection
9.2.1; and (iv) 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 (i) Registry
Operator pays ICANN Variable Registry-Level Fees for the Registry TLD;
(ii) Registrar is not required to pay ICANN an on-going component of
registrar accreditation fees for accreditation as a registrar in the
Registry TLD; (iii) 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 (iv) 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 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 (including
sub-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 (i) is or was disclosed
in the absence of a confidentiality agreement and such disclosure
is or was with the Disclosing Party's prior written approval; or (ii)
is or has entered the public domain through no fault of the Receiving
Party; or (iii) is known by the Receiving Party prior to the time
of disclosure; or (iv) is independently developed by the Receiving
Party without use of the Confidential Information; or (v) is made
generally available by the Disclosing Party without restriction on
disclosure; or (vi) is necessarily disclosed to verify compliance
with the restrictions for registration within the .pro TLD or (vii)
is required to be disclosed by order of a court of competent jurisdiction,
to the extent required by the order.
5.1.7. The Receiving Party's duties under
this Subsection 5.1 shall expire two (2) years
after the information is received or earlier, upon written agreement
of the Parties.
5.1.8. EXCEPT AS MAY OTHERWISE BE SET
FORTH IN A SIGNED, WRITTEN AGREEMENT BETWEEN THE PARTIES, THE PARTIES
MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO
THE ACCURACY, COMPLETENESS, CONDITION, SUITABILITY, PERFORMANCE, FITNESS
FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY CONFIDENTIAL INFORMATION,
AND THE PARTIES SHALL HAVE NO LIABILITY WHATSOEVER TO ONE ANOTHER
RESULTING FROM RECEIPT OR USE OF THE CONFIDENTIAL INFORMATION.
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.
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 subsidiaries, affiliates, divisions, shareholders,
directors, officers, employees, accountants, attorneys, insurers, agents,
predecessors, successors and assigns, from any and all claims, demands,
losses, costs, expenses, causes of action or other liabilities of any
kind, arising out of, relating to, or otherwise in connection with any
claim, suit, action, or other proceeding brought against Registry Operator
or any subsidiary, affiliate, division, shareholder, director, officer,
employee, accountant, attorney, insurer, agent, predecessor, successor
or assignee of Registry Operator: (i) relating to any product or service
of Registrar; (ii) relating to any agreement, including Registrar's
dispute policy, with any Registered Name Holder or Registrar; (iii)
relating to Registrar's failure to comply with its obligations, or breach
of representations and warranties under this Agreement; (iv) relating
to Registrar's access or use of the Registry System in a manner that
is inconsistent with the terms of this Agreement; or (v) 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.
Registry Operator shall provide Registrar with prompt notice of any
such claim, and 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 Registry Operator's 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 awarded against or otherwise incurred
by Registry Operator in connection with or arising from any such indemnifiable
claim, suit, action or proceeding.
6.2. Representation and Warranty. Registrar
represents and warrants that: (i) it is a corporation duly incorporated,
validly existing and in good standing under the law of [insert jurisdiction],
(ii) it has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement, (iii) the
execution, performance and delivery of this Agreement has been duly
authorized by Registrar, and (iv) 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.
6.3. Limitation of Liability. IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS)
REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL A PARTY'S MAXIMUM AGGREGATE
LIABILITY EXCEED THE TOTAL AMOUNT PAID TO REGISTRY OPERATOR UNDER THE
TERMS OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES' LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY
6.4. Disclaimer of Warranties.
6.4.1. EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, REGISTRY OPERATOR MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT
OR THE REGISTRAR TOOL KIT OR OTHER TOOL KITS, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS UNLESS SUCH REPRESENTATIONS
AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION
TO THE FOREGOING, REGISTRY OPERATOR MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND WHATSOEVER THAT THE FUNCTIONS CONTAINED IN THE REGISTRAR
TOOL KIT OR OTHER TOOL KITS WILL MEET REGISTRAR'S REQUIREMENTS, OR
THAT THE OPERATION OF THE REGISTRAR TOOL KIT OR OTHER TOOL KITS WILL
BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE REGISTRAR TOOL
KIT OR OTHER TOOL KITS WILL BE CORRECTED. FURTHERMORE, REGISTRY OPERATOR
DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR
THE RESULTS OF THE REGISTRAR TOOL KIT OR OTHER TOOL KITS OR RELATED
DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY,
OR OTHERWISE. SHOULD THE REGISTRAR TOOL KIT, OTHER TOOL KITS, OR CERTIFICATE
AND VERIFICATION SERVICES PROVE DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE
COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF REGISTRAR'S
OWN SYSTEMS AND SOFTWARE.
6.4.2. Notwithstanding anything contained
herein to the contrary, the Registrar Tool Kit and other toolkits
are provided "as-is" and without any warranty of any kind.
Registrar shall acquire, prior to the Effective Date, at least US$2,000,000
in comprehensive general liability insurance from a reputable insurance
provider with an A.M. best rating of "A" or better and shall
maintain insurance meeting these requirements throughout the Term of this
Agreement. If Registrar is providing verification and digital security
services through means independent of the toolkits provided by the Registry
Operator or a Competitive Toolkit Provider (see Appendix L), the amount
of the insurance required shall increase to US$5,000,000. Registrar shall
name Registry Operator as an additional insured and shall maintain insurance
meeting these requirements throughout the Term of this Agreement. Registrar
shall on Registry Operator's written request provide a copy of the insurance
policy to Registry Operator.
8. 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 New York, 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 court located in New York County, New York, 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 New York County,
New York, USA, which shall not be a waiver of this arbitration agreement.
9. TERM AND TERMINATION
9.1. 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 last day of the calendar month which is sixty months
after the Effective Date (the "Term"). 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 of this Agreement from
Registrar within such fifteen-day period, Registrar shall be deemed
to have accepted such amendment.
9.2. Termination. This Agreement may be terminated
9.2.1. 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.
9.2.2. Termination at Option of Registrar.
Registrar may terminate this Agreement at any time by giving Registry
Operator thirty days notice of termination.
9.2.3. 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. Notwithstanding
the foregoing, Registrar may assign this Agreement pursuant to Subsection
9.2.4. 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
9.2.5. 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 the laws of such insolvent or bankrupt Party's jurisdiction
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.
9.3. Effect of Termination. Upon the expiration
or termination of this Agreement for any reason:
9.3.1. 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
9.3.2. Registrar shall immediately transfer
its sponsorship of all Registered Names to another Authorized Registrar
in compliance with any procedures established or approved by ICANN.
The Authorized Registrar receiving sponsorship of the Registered Names
shall be responsible for all unpaid fees, if any, provided for in
Section B of Exhibit D.
9.3.3. All Confidential Information of
the Disclosing Party in the possession of the Receiving Party shall
be immediately returned to the Disclosing Party.
9.3.4. All Fees owing to Registry Operator
shall become immediately due and payable.
9.4. 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, 6.3, 6.4, 8.1, 9.4, 10.2, 10.3, 10.4, 10.6, 10.7,
10.9 and 10.10, 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.
10.1.1. Assignment to Successor Registry
Operator. In the event the Registry Operator's Registry Agreement
is terminated 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.
10.1.2. 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, Registry Operator's rights under
this Agreement shall be automatically assigned to the assignee of
the accreditation agreement, provided that the subsequent registry
operator assumes the duties of Registry Operator under this Agreement.
10.1.3. 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. Registrar shall
not assign or transfer its rights or obligations under this Agreement
without the prior written consent of the Registry Operator, which
shall not be unreasonably withheld.
10.2. 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:
Registry Pro, Inc.
575 8th Avenue, 8th Floor
New York, NY 10018 USA
with a copy to:
575 8th Avenue, 8th Floor
New York, NY 10018 USA
Attention: Policy Director
10.3. 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 expressly acknowledges
that, notwithstanding anything in this Agreement to the contrary, it
is not a third party beneficiary of the Registry Agreement.
10.4. 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
10.5. 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, 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.
10.6. Amendments. Except as otherwise expressly
stated in this Agreement (including in Subsection
3.10.2), no amendment, supplement, or modification of this Agreement
or any provision hereof shall be binding unless executed in writing
by both parties.
10.7. 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.
10.8. 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.
10.9. 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.
10.10. Governing Law. This Agreement is
governed by the laws of the State of New York, USA.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
as of the date set forth in the first paragraph hereof.
Name: Sloan Gaon
Title: Interim CEO
Exhibit A: Registrar
The Registrar Toolkit (RTK) is a software development kit that will support
the development of a registrar software system for registering domain
names within the .pro registry using the registry-registrar protocol (RRP)
used in the .pro TLD registry. The RTK will consist of software and documentation
as described below.
The software will consist of a working Java sample that can be used to
implement the EPP protocol that is used to communicate between the registry
and Registrar. The samples will illustrate how XML requests (Registration
Events) can be assembled and forwarded to the registry for processing.
The software will provide the Registrar with the basis for a reference
implementation that conforms to the RRP.
The documentation will provide the registrar with details of the RRP
protocol specification. The documentation will also include a description
of the API implemented within the RTK software.
The RTK will remain under continuous development and will provide support
for additional features as they become available, as well as other platform
and language support. Changes to the Registry System will be made in compliance
with Subsection 2.4 of this Agreement.
Registry Toolkit shall be subject to the license set forth in Subsection
2.3 of this Agreement.
Verification Toolkit: Registry Operator may offer a toolkit service
to Registrar, through which Registry Operator or a sub-contractor(s) will
verify all the right of an applicant for a Registered Name to register
in the .pro TLD.
Additional Toolkits: If Registry Operator offers additional Toolkits
from time to time, they will be provided on a similar basis and subject
to similar licensing provisions as Subsection 2.3.2
of this Agreement.
Additional Policies. The Registry Operator toolkits are provided
in addition to, and separate from, Registry Operator's policies and specifications
for manual verifications that may be conducted by Registrar or competitive
toolkits that may be used by Registrar to verify the qualifications of
a .pro applicant.
Exhibit B: Engineering
and Customer Service Support
Registry Operaror will provide a wide range of customer service options
to Registrars, including:
- Telephone and e-mail support for incidents requiring an interactive
response from RegistryPro representatives.
- Web based tools allowing Registrars to obtain information about their
accounts and diagnose problems they may be having with the Registry.
- Automatically generated reports.
These customer service options are intended to provide Registrars with
responses to general inquiries relating to registry operations, technical
support, account management, and billing and financial issues.
Each of these customer service options is described below.
Telephone and E-mail Support. Telephone and e-mail support will
be provided to Registrars to allow them to inform the Registry of service-related
issues and obtain information about the registry's operations or their
accounts. Telephone and e-mail support services can be used to submit
issues Registrars may have that cannot be addressed through other customer
Registry Operator will provide telephone and e-mail support services
for no less than eight hours per day, from 10:00 A.M. until 6:00 P.M.
U.S. Eastern time Monday through Friday, excluding holidays.
Web Based Tools. Registry Operator will provide a variety of web-based
tools to provide Registrars information about their accounts and diagnose
problems they may be having with the Registry. Examples of the tools that
will be provided include:
- Obtain information on account balances, payments received, and other
- Generate reports in real-time, including:
- History of transactions performed on an object within the registry
- History of transactions performed within a specific date range
- History of billing-related transactions performed within a specific
- Identify all domain names sponsored by the requesting Registrar
associated with a specified name server or contact
Automatically Generated Reports. Registry Operator will provide
certain reports to all Registrars on a periodic basis. Examples of these
- All domains registered, renewed, or deleted within a specific time
period by such Registrar
- All billable transactions performed within a specific time period
by such Registrar
- All objects currently registered by such Registrar
Security of Customer Support. With the exception of certain simple
questions that may be handled by telephone, all customer service requests
will be authenticated prior to being acted upon. Each Registrar will designate
certain individuals within its organization and specify the types of customer
service operations it may authorize, according to Registry Operator's
security policies. Requestors will be identified and authenticated through
mechanisms that may include the use of passwords and call back numbers
for telephone communications, the use of digital signatures for e-mail
communications, or the use of digital certificates, passwords, and IP
address filters for web-based communications.
Average Call Back Times.
When Registrar emails or faxes a service request to the Customer Support
Center, Registry Operator will contact Registrar based on the initial
||Call Back Time
Average Resolution Time
Registry Operator's goal is to provide Registrars with a rapid response
and resolution to inquiries, however the following guidelines may be useful:
||Average Resolution Time
All incoming tickets will receive prioritization based on the reported
problem. Registry Operator reserves the right to adjust the severity of
Priority 1 A priority 1 ticket is the highest priority within
the Support Center system. The Center will make every reasonable effort
within its control to ensure that Registrar is operational as soon as
possible. Registry Operator will be in regular contact with Registrar
until the problem is resolved. Typical Priority 1 issues include:
Priority 2 Typically a Priority 2 ticket is for a problem that
prevents the Registrar from completing non-registration business but
does not cause Registrar's use of the registry to become completely
inoperable. Registry Operator will make every reasonable effort to resolve
the reported problem as soon as possible. Typical Priority 2 issues
- Domain-name resolution impacted
- Registration activities impaired
- Registrar access to Registry Services is limited
- Serious installation or upgrade issues (installation and upgrade
issues may be considered Priority 1 issues if they seriously impact
progress towards completion and/or production dates)
Priority 3 A Priority 3 ticket is for a problem that causes
a feature or system failure that can be avoided by the Registrar applying
alternative methods. Typical Priority 3 issues include the following:
- Reports will not run
- Performance problems
- Functionality issues
- Receiving error messages in the reports
- Receiving console error messages
- Exporting/importing data files failing
- Upgrade or installation planning
Priority 4 A Priority 4 ticket is for a minor problem having
only a minimal impact on the Registrar's business. Typical Priority
4 issues include:
- General product questions
- Product shipment questions
The Customer Support Center is committed to resolving all Registrar issues
in a timely and efficient manner. However, in the event that Registrar
is not satisfied with the support that Registry Operator is providing,
there is an escalation process that Registrar may exercise.
If Registrar has not received satisfactory service from the Customer
Support Center, escalate concerns through the following resources
1. Account Manager
2. Customer Support Center Director
3. Vice-President of Customer Service
Exhibit C: Registrar's
[To be supplied by Registrar]
Exhibit D: Policy
on Transfer of Sponsorship of Registrations Between Registrars
A. Holder-Authorized Transfers.
The registration agreement between 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 Registered Name with the Registrar,
and in no event may such transfers occur until the Registry Live Start
Date (as defined in Appendix J to the Registry Agreement). Beginning on
the 61st day after the initial registration with 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.
A Registered Name Holder may only change its sponsoring registrar to
a registrar accredited by ICANN for the .pro TLD that has entered into,
and has currently in effect, the Registry-Registrar Agreement with Registry
Operator ("Authorized Registrar"). For each instance where a
Registered Name Holder wants to change its registrar for an existing Registered
Name, the gaining Authorized 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 Authorized Registrar).
a) The form of the authorization is at the discretion of each gaining
b) The gaining Authorized Registrar shall retain a record of reliable
evidence of the authorization.
2) In those instances when the Authorized Registrar of record is being
changed simultaneously with a transfer of a Registered Name from one
party to another, the gaining Authorized 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.
Before a Registered Name is transferred from one Registered Name Holder
to another, the potential new Registered Name Holder must qualify for
registration of the Registered Name according to the Registry Agreement
(including its Appendices).
3) Request, by the transmission of a "transfer" command as
specified in the RRP, that the registry database be changed to reflect
the new Authorized Registrar.
a) Transmission of a "transfer" command constitutes a representation
on the part of the gaining Authorized Registrar that:
(1) the requisite authorization has been obtained from the Registered
Name Holder listed in the database of the losing registrar,
(2) the losing registrar will be provided with a copy of the authorization
if and when requested, and
(3) the gaining new Registered Name Holder has been has issued
a digital certificate or digital security products and verified
as eligible to registered in such PS-SLD.
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 e-mail notice
regarding the "transfer" request within five (5) days. Failure
to respond will result in a default "approval" of the "transfer."
Upon receipt of the "transfer" command from the gaining Registrar,
Registry Operator will transmit an e-mail notification to both registrars.
If the object does not have any of the CLIENT-NO-TRANSFER, LOCK, CLIENT-LOCK,
HOLD, PENDING-VERIFICATION, or DELETE-PENDING status properties associated
with it, Registry Operator shall complete the "transfer" if
1) the losing Registrar expressly "approves" the request,
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 email 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 the 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
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. If the transfer
involves registrations of more than 50,000 names, Registry Operator will
charge the gaining Registrar a one-time flat fee of US$ 50,000.
Exhibit E: Registry
Operator's Operational Standards, Policies, Procedures, And Practices
Registry Operator's Operational Standards, Policies, Procedures, and
Practices set forth in this Exhibit E are subject to those set forth in
the relevant Appendices to the Registry Agreement.
I. Cancellation of Registered Names.
Registry Operator may transfer, modify, or cancel any Registered Name
(i) for violations of this Agreement and its Exhibits or (ii) to correct
mistakes made by Registry Operator or any Registrar in connection with
a domain name registration.
II. Registrar Compliance with .pro
TLD Requirements. Registrar will comply with the restrictions, requirements,
and policies in Appendices J, L, and M of the Registry Agreement.
III. Additional Requirements for
Registration Agreement. In addition to requiring a registration agreement
with the provisions described in Subsection 3.4 of
this Agreement, before the Registry Operator will accept applications
for registration from Registrar, Registrar's registration agreement (see
Subsection 3.3 of this Agreement) with each Registered
Name Holder must include, at a minimum, the following representations,
warranties, agreements, and certifications by the Registered Name Holder:
a) Represent and Warrant that the data provided in the domain name
registration application is true, correct, up to date, and complete;
The registrant will at all times during the term of its registration
keep the information provided above up to date;
b) Represent and warrant that the registration satisfies the applicable
.pro restrictions at the time of registration;
c) Represent and warrant that the registration satisfies the digital
security requirements stated in Appendix L of the Registry Agreement;
d) Agree to be subject to the Qualification Challenge Policy and the
Uniform Domain Name Dispute Resolution Policy (the "UDRP");
e) Agree not to make any representation to any person or entity that
expressly or impliedly convey that the registration of the Registered
Name in any way signifies or indicates that the Registered Name Holder
possesses any general or specific professional qualifications, including,
but not limited to, professional qualifications in a particular field;
f) Certify that the Registered Name Holder has the authority to enter
into the registration agreement;
g) For applications during the Sunrise Period, certify that the registration
qualifies for a Sunrise Registration, as set forth in Appendix J of
the Registry Agreement.
h) Agree to the use, copying, distribution, publication, modification
and other processing of Registered Name Holder's Personal Data by Registry
Operator and its designees and agents in a manner consistent with the
purposes specified pursuant to Subsection 2.6 of
i) Acknowledge that Registry Operator will have no liability of any
kind for any loss or liability resulting from the proceedings and processes
relating to the Sunrise Period including, without limitation: (i) the
ability or inability of any registrant to obtain a Registered Name during
these periods, and (ii) the results of any dispute over a Sunrise Registration.
IV. Incorporation of .Pro Restrictions
and Challenge Processes.
In addition, Registrar agrees to incorporate the following text (or translation
of such text into relevant language) into its registration agreement:
"The Registered Name Holder 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
(ii) (For registration agreements relating to Sunrise Registrations
only:)The Sunrise Period Rules and Sunrise Dispute Resolution Policy,
available at http://www.registrypro.pro/sunrise.htm and http://www.icann.org/dndr/prosdrp/policy.htm;
(iii) The Qualification Challenge Policy and Rules, available at
http://www.icann.org/dndr/proqcp/policy.htm and http://www.icann.org/dndr/proqcp/uniform-rules.htm;
(iv) The .pro TLD restriction requirements, available at http://www.registrypro.pro/qualifications.htm;
(v) The .pro TLD digital certification requirements, available at
(vi) Procedures for any applicable Verification Toolkit.
"The Registered Name Holder represents and warrants that, at all times
during the term of domain name registration, he, she, or it meets the
.pro registration requirements set forth by Registry Operator for the
registration of the Registered Name Holder's registration. The Registered
Name Holder is required to provide prompt notice to Registrar if it
fails to meet such registration requirements. Registrar and/or Registry
Operator shall have the right to immediately and without notice to Registered
Name Holder, suspend, cancel or modify a Registered Name Holder's registration
if, at any time, the Registered Name Holder fails to meet the registration
requirements for such domain name."
The Registrar must require applicants for registration of Registered
Names to provide evidence of qualification for a domain name in the .pro
TLD. The Registrar must verify evidence of such qualification pursuant
to the policies of the Registry Operator. Where a Verification Toolkit
is used (see Appendix L, Subsection 8.3) the Registrar must provide the
authoritative copy of the domain name applicant's to the toolkit provider.
Once a Registered Name has been registered, the Registrar must comply
with these requirements on at least an annual basis in order to confirm
eligibility for a domain name in the .pro TLD. The Registrar must also
provide digital certificates and other digital security services associated
with each Registered Name through a commercial certificate authority approved
by Registry Operator ("CCA").
The Qualification Challenge Policy and Rules set forth the terms and
conditions in connection with a dispute between a .pro Registered Name
Holder and any third party (other than Registry Operator or Registrar)
over the registration of a .pro domain name held by such Registered Name
Holder. In accordance with the Qualification Challenge and its associated
rules, third parties will have the right to challenge registrations on
the basis of such Registered Name Holder not being qualified for the .pro
TLD. Details are provided in Appendices L and M of the Registry Agreement.
The Sunrise Dispute Resolution Policy sets forth the terms and conditions
in connection with a dispute between a .pro Registered Name Holder that
registered a Registered Name during the Sunrise Period ("Sunrise Registration")
and any third party (other than Registry Operator or Registrar) over the
registration of a .pro domain name held by such Registered Name Holder.
In accordance with the Sunrise Challenge and its associated rules, third
parties will have the right to challenge registrations on the basis of
such Registered Name Holder not being qualified to register during the
Sunrise Period or not being qualified for the .pro TLD. Sunrise Challenges
will be managed by a dispute-resolution service provider approved by ICANN
according to the policy posted at http://www.icann.org/dndr/prosdrp/policy.htm.
The Uniform Dispute Resolution Policy 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.
Violations of the .pro TLD restrictions may be enforced directly by or
through Registry Operator.
V. Updates to Registration Information.
Registrar shall submit any corrections or updates from a Registered Name
Holder relating to the registration information for a Registered Name
to Registry Operator in accordance with such timeline and specifications
as Registry Operator may develop.
VI. Non-Compliance. If it comes
to Registry Operator's attention that an Authorized Registrar is not complying
with the restrictions and policies in this Registry-Registrar Agreement
and the Registry Agreement and appendices thereto, Registry Operator will
follow the process outlined below:
a) Registry Operator will send prompt electronic and written notice
to such Authorized Registrar, with a copy by the same method to ICANN.
A person authorized to act on behalf of such Registrar must respond
in writing to the Registry Operator within fourteen (14) days with either:
i) an explanation and evidence of its compliance with all Registry
Operator policies; or
ii) admission that it has not complied and provides a detailed plan,
and evidence as applicable, of how it will comply within fourteen
b) If the Authorized Registrar does not adequately respond within the
fourteen (14) day period, Registry Operator will suspend such Registrar's
eligibility to sponsor new Registered Names and provide electronic and
written notice to the Registrar of such within seven (7) days. Registry
Operator will notify ICANN in the same manner and time frame.
c) If an Authorized Registrar provides an adequate response, Registry
Operator will review and make a determination about the response. Within
thirty (30) days of receiving the Authorized Registrar's response, Registry
Operator will notify such Registrar that either:
i) such response is sufficient, based on the Authorized Registrar's
representations that any plan provided under Subsection (a)(ii) will
be carried out; or
ii) is insufficient and such Registrar's authorization to sponsor
.pro names will be suspended.
d) If a Registrar's authorization is suspended, the registrar may appeal
the decision through an arbitration body, as described in Section
8 of this Agreement.
VII. Start Up Plan.
1. Operational Test & Evaluation. Before Registrar will be allowed
to join the live registration environment, it must pass Operational
Test and Evaluation ("OT&E") certification. The OT&E process has two
a) Verifying the correct operation of Registrar's client system,
and Registrar's capability to operate the interface with the Registry
b) Establishing the contractual and business relationship between
Registrar and the Registry, in accordance with the Agreement.
The OT&E certification process will be available to all ICANN-Accredited
Registrars starting at least thirty (30) calendar days prior to the
Sunrise Start Date
Registrar will be required to pass certain tests to be eligible to
go live. All tests performed during OT&E certification must be completed
without errors. Registry Operator will provide the certification results
in a timely manner and provide feedback if Registrar fails to successfully
complete the tests. Registrar may correct its systems and re-schedule
for certification. Registrar will not be limited in the number of attempts
at OT&E certification. Upon successful OT&E certification, Registrar
becomes eligible for operation in the live registration environment.
2. Sunrise Period. Prior to opening the Registry System for
general registration, Registry Operator will implement a Sunrise Period
registration program, as set forth in Appendix J to the Registry Agreement.
The requirements for Sunrise Period registrations are set forth in that
3. Domain Name Resolution. All Registered Names will resolve
no earlier than the Registry Live Start Date, per Appendix J to the
VIII. Reservation. Registry
Operator reserves the right to deny, cancel, modify 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 place a domain name on Registry
Lock or Registry Hold, as appropriate, during resolution of a dispute.
Exhibit F: Fees
1. Domain-Name Registration Fee. US $6.00 per year for registration
of each Registered Name in the Registry TLD ("Registration Fee").
2. Domain-Name Renewal Fee. US $6.00 per year for the renewal
of each Registered Name registration (the "Renewal Fee") in
the Registry TLD.
3. Fees for Transfers of Sponsorship of Domain-Name Registrations.
Where the sponsorship of a domain name is transferred from one registrar
to an Authorized Registrar (as defined in Appendix J to the Registry Agreement),
Registry Operator will require the registrar receiving the sponsorship
to request a renewal of one year for the name. In connection with that
extension, Registry Operator will charge a Renewal Fee for the requested
extension as provided in item 2 above. The transfer shall result in an
extension according to the renewal request, subject to a ten-year maximum
on the unexpired term of any domain-name registration. If a registration
that is being transferred already has a term of nine years or more, Registry
Operator will charge a Renewal Fee for one year ("Transfer Fee"),
but the unexpired term shall not exceed ten years.
For a bulk transfer approved by ICANN under Part
B of Exhibit D, 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).
4. Chaining Fee. The Registry Operator may charge a digital certificate
chaining fee to sponsoring Authorized Registrars or to approved CCAs providing
certificates provided through sponsoring Accredited Registrars. (See Appendix
L, Section 9.) The chaining fee may include components associated with
certificate events, such as issuance and revocation, and well as fixed
component(s). The components and amount of the chaining fee will be as
agreed in writing by Registry Operator and ICANN based on covering Registry
Operator's costs (such as administrative, licensing, and associated costs
and allowance for possible liabilities) of providing appropriately centralized
services in connection with providing a common .pro certificate root,
with allowance for a reasonable return on investment.
5. Advanced Search Tools. After the Effective Date, Registry Operator
intends to develop expanded query-based searchability of Registry Data
by appropriate parties, as determined by Registry Operator in consultation
with ICANN. The price that Registry Operator may charge for this shall
be established upon prior notice to Registrar, once this service is more
Exhibit G: Service
1. Definitions. Capitalized terms
used herein and not otherwise defined shall have the definitions ascribed
to them in the Registry-Registrar Agreement.
1.1. "Available" means that a given Service is operational
as described in Section 2 below.
1.2. "Billing Period" shall mean each single calendar
month beginning and ending at 0000 Greenwich Mean Time (GMT).
1.3. "Current Pricing Level" refers to the total price
charged by Registry Operator for all new and renewal registrations of
Registered Names registered by Registrar during the Billing Period,
divided by the total term of those new and renewal registrations.
1.4. "DNS Point of Presence" shall mean one or more
DNS name servers in a single geographic location, all responding on
one or more common IP addresses.
1.5. "DNS Queries" shall mean single UDP queries of
either of the following types:
1.5.1. A (host address) or
1.5.2. NS (an authoritative name server)
with no more than one question section and must be made for domain
names within the Registry TLD.
1.6. "DNS Service" shall mean the Domain Name Service
as described in Appendix C of the Registry Agreement.
1.7. "Measured Transaction" shall mean queries or
other transactions performed and monitored by Registry Operator explicitly
for the purpose of determining whether or not a Service is Available.
1.8. "Planned Outage" means the periodic pre-announced
occurrences when the Services will be taken out of service for maintenance
or care. Planned Outages will not exceed four (4) hours per calendar
week beginning at 0000 GMT Monday, nor total more than eight (8) hours
per month. Notwithstanding the foregoing, Registry Operator may incur
one (1) additional Planned Outage of up to eight (8) hrs per month in
duration for major systems or software upgrades ("Extended Planned
Outages"). In months in which Extended Planned Outages occur, no
other Planned Outages may occur.
1.9. "Round-trip" means the amount of measured time
that it takes for a measured query to make a complete trip from the
sampling agent, to the system or process being tested and back again.
Round-trip is usually measured in seconds or fractions of seconds.
1.10. "RRP Commands" shall mean requests to check,
modify, add, or delete a domain name.
1.11. "RRP Service" shall mean the Shared Registry
System as described in Exhibit C of the Registry Agreement.
1.12. "Sampling Period" shall mean any one-minute
period in which measurements are taken to determine whether or not a
Service is Available.
1.13. "Service Level Exception" means the number of
minutes of Unplanned Outage Time for a given Service in excess of the
limits defined in Section 3 below.
1.14. "Service Unavailability" means when, as a result
of a failure of systems within Registry Operator's control, one or more
of the Services is not operating as described in Section
2 below. Service Unavailability includes both Planned Outage and
Unplanned Outage Time.
1.15. "Services" shall mean the list of components
listed in Section 2 below.
1.16. "SLA" means this service level agreement between
Registry Operator and Registrar.
1.17. "SLA Credit" means those credits available to
Registrar pursuant to the SLA.
1.18. "Unplanned Outage Time" shall mean the amount
of time, other than during a Planned Outage, recorded between a trouble
ticket first being opened by Registry Operator in response to a Registrar's
claim of Service Unavailability for that Registrar through the time
when the ticket has been closed. If Registry Operator determines that
the incident described by the ticket was not the result of Service Unavailability,
the time recorded by the ticket will not count towards Unplanned Outage
Time. If multiple Services incur Service Unavailability simultaneously,
for purposes of calculating SLA credits, only the Unplanned Outage corresponding
to the Service Unavailability that results in the highest Service Level
Exception for that month will be considered.
1.19. "Whois Queries" means queries for a single domain
name in the .pro TLD.
1.20. "Whois Service" means the Whois Service described
in Appendix O of the Registry Agreement.
2. Services. The following is
a list of Services that can be measured by Registry Operator for performance
and monitored to determine whether the Services are Available. For the
purpose of SLA Credit calculations, only Services that can be actively
measured are included below.
2.1. DNS Point of Presence. A DNS Point of Presence is considered
to be Available during a Sampling Period if it responds to DNS Queries
with a Round-trip time no greater than 300 milliseconds for 95% of all
Measured Transactions within that Sampling Period.
2.2. DNS Service. The DNS Service is considered to be Available
for a Sampling Period if over half of the System's DNS Points of Presence
are Available for that Sampling Period.
2.3. Whois Service. The Whois Service is considered to be Available
for a Sampling Period if it responds to Whois Queries with a Round-trip
time no greater than 1500 milliseconds for 95% of all Measured Transactions
within that Sampling Period.
2.4. RRP Service. The performance specification for RRP Commands
is 1500 milliseconds for check commands and 3000 milliseconds per domain
for add, modify, and delete commands. The RRP Service is considered
to be Available for a Sampling Period if it responds to RRP Commands
within the performance specification for 95% of all Measured Transactions
within that Sampling Period.
3. Service Levels.
The Service Levels for this SLA are as follows:
||Total duration of Unplanned Outage Time of the DNS Service
shall not exceed 0 minutes per Billing Period. This represents 100%
||Total duration of Unplanned Outage Time of the Whois Service must
not exceed 90 minutes per Billing Period. This represents 99.79% System
||Total duration of Unplanned Outage Time of the RRP Service must
not exceed 60 minutes per Billing Period. This represents 99.87% System
For purposes of this SLA, Registry Operator will monitor the Services
in accordance with the following principles.
4.1. Measurement applies only to the Services that are under
Registry Operator's sole control.
4.2. Measurement of all Services shall be performed locally.
Internet performance is specifically not measured.
5.1. Calculation of Credit. If Unplanned Outage Time for a Service
exceeds the Service Levels described in Section
3 above in any Billing Period, Registry Operator will credit Registrar
according to this calculation:
C = (v / t) * e
C = credit due to Registrar
v = month's volume (total term in years of Registered Names registered(initially
or for renewal) during the Billing Period)
t = time period, always equals 43200 minutes (30 days * 24 hours *
e = Service Level Exception
Example 1: Registry Operator records 15 minutes of Unplanned Outage
Time for the DNS Service. The current month's volume (v) is 30,000 total
name-years registered. As such, Registry Operator will credit Registrar
for 10.4 Registration-years at the then-Current Pricing Level.
Example 2: Registry Operator records 103 minutes of Unplanned Outage
Time for the Whois Service. The current month's volume (v) is 30,000
total name-years registered. As such,the Service Level Exception is
13 minutes. Registry Operator will credit Registrar for 9.0 Registration-years
at the then-Current Pricing Level.
Example 3: Registry Operator records 20 minutes of Unplanned Outage
Time for the RRP Service. The current month's volume (v) is 30,000 total
names registered. Because the Unplanned Outage Time does not exceed
the service levels in Section 3, no credit
5.2. Receipt of Credits - In order for Registrar to claim SLA
Credits, the following procedure must be followed:
5.2.1. Issue a Request for SLA Credit. Registrar must submit
a request to Registry Operator that it experienced Service Unavailability
in excess of the service levels is outlined in Section
3. The request must be submitted within 14 days after the conclusion
of the Billing Period for which the SLA Credits are being claimed.
5.2.2. Provide Documentation to Indicate SLA Violation. Registrar
may provide documentation in the form of trouble ticket number(s)
issued by the Registry Operator in response to Unplanned Outage Time.
5.2.3. Receipt of Credit. When the above steps have been
completed to Registry Operator's satisfaction, Registry Operator shall
notify Registrar of the SLA Credit to be issued. Credits shall be
entered into Registrar's account balance and can be used immediately
toward domain name registrations.
5.3. Maximum Credit. The total SLA Credits issued in any Billing
Period shall not exceed twenty five percent of the dollar value of the
total number of Registrations within that Billing Period.
5.4. Partial Credits. For the purposes of this SLA, any partial
credit shall be rounded to the nearest tenth of a registration-year.
6.1. Registrar must report each occurrence of alleged System
Unavailability to Registry Operator customer service help desk in the
manner required by Registry Operator (e.g., e-mail, fax, telephone)
in order for an occurrence to be treated as System Unavailability for
purposes of the SLA.
6.2. Both Registrar and Registry Operator agree to use commercially
reasonable efforts to establish the cause of any alleged System Unavailability.
6.3. Registrars must inform the Registry Operator any time their
estimated volume of transactions (excluding check domain commands) will
exceed their previous Billing Period's volume by more than 25%. In the
event that(a) a Registrar fails to inform Registry Operator of a forecasted
increase of volume of transactions of 25% or more, (b) the Registrar's
volume increases 25% or more over the previous Billing Period, and (c)
the total volume of transactions (excluding check domain commands) experienced
by the Registry Operator for all Registrars for thatBilling Period exceeds
the Registry Operator's actual volume of the previous Billing Period's
transactions by more than 10%, then the Registrars failing to give such
notice will not be eligible for any SLA Credits in that Billing Period.
Registrars shall provide their forecasts at least 30 days prior to the
first day of each Billing Period.
6.4. Registry Operator agrees to provide monthly transaction
summary reports to Registrar starting no later than 120 days after the
6.5. Registry Operator will use commercially reasonable efforts
to restore the critical components of the System within 48 hours in
the case of a force majeure event. Outages due to a force majeure event
will not be considered System Unavailability.
6.6. Registry Operator's obligations under this service level
agreement are waived during the first 120 days after the Commencement-of-Service
6.7. Registry Operator will perform monitoring from internally
located systems as a means to verify that the conditions of the SLA
are being met.
6.8. The SLA Credits will be reconciled on a quarterly basis.
6.9. The Registrar may, under reasonable terms and conditions,
audit the reconciliation records for the purposes of verifying service
level performance and availability. The frequency of these audits will
be no more than once every six month period during the term of this
Agreement between Registry Operator and the Registrar.
6.10. Incident trouble tickets must be opened within a commercially
reasonable period of time.
6.11. In the event that System Unavailability affects all Registrars,
the Registry Operator is responsible for opening a blanket trouble ticket
and immediately notifying all Registrars of the trouble ticket number
6.12. The Registry Operator will notify Registrars regarding
any scheduled maintenance and unavailability of the .pro TLD root-servers.
6.13. Beginning no later than 120 days after the Commencement-of-Service
Date, the Registry Operator will publish preliminary weekly Service
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.
7.1. This Exhibit is not intended to replace any term or condition
in this Agreement.
7.2. Dispute Resolution will be handled pursuant to the terms
of Subsection 8.1 of this Agreement.
7.3. Registry Operator may make modifications to this SLA from
time to time.
Comments concerning the layout, construction and functionality
of this site
should be sent to firstname.lastname@example.org.
©2002 The Internet Corporation for Assigned
Names and Numbers. All rights reserved.