This Registry-Registrar Agreement (this "Agreement") is between
Registry Services Corporation dba RegistryPro, a Nevada corporation, with
its principal place of business located in Chicago, IL, 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
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
1.3. "DNS" means the Internet domain name
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
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
1.16. A "TLD" means a top-level domain of the
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
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
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
(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
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
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
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
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
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
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
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
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
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
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
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
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
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
5.1.6. Notwithstanding the foregoing, this
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
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
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 LAW.
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 Illinois, 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 Cook County,
Illinois, 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 Cook County, Illinois, 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 as follows:
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
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 and
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
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 Services Corporation dba RegistryPro, a Nevada
One North State Street, Suite 1200
Illinois, 60602 USA
with a copy to:
Registry Services Corporation dba RegistryPro, a Nevada
One North State Street, Suite 1200
Illinois, 60602 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
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
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
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
10.10. Governing Law. This Agreement is
governed by the laws of the State of Illinois, USA.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date set forth in the first paragraph hereof.
|Registry Services Corporation dba RegistryPro, a
Name: Michael DelCiello
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.
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
- 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 support avenues.
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 date range
- 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
- 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 incident priority.
||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
||Average Resolution Time
All incoming tickets will receive prioritization based on the reported
problem. Registry Operator reserves the right to adjust the severity of an
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
- 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
- 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
- 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
Vice-President of Customer Service
Registrar's Registration Agreement
[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 Authorized Registrar.
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
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
a) Transmission of a "transfer" command constitutes a
representation on the part of the gaining Authorized Registrar
(1) the requisite authorization has been obtained from the
Registered Name Holder listed in the database of the losing
(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
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
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
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
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 either:
1) the losing Registrar expressly "approves" the request, or
2) Registry Operator does not receive a response from the losing
Registrar within five (5) days.
When the Registry's database has been updated to reflect the change to
the gaining Registrar, Registry Operator will transmit an 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 a Registrar.
Upon satisfaction of these two conditions, Registry Operator will make
the necessary one-time changes in the registry database for no charge, for
transfers involving 50,000 name registrations or fewer. 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
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
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
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 this Agreement.
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
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
"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 at
(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
(iii) The Qualification Challenge Policy and Rules, available at
(iv) The .pro TLD restriction requirements, available at
(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
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
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 (10) days.
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
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 main objectives:
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 Appendix J.
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.
1. Domain-Name Registration Fee. US $6.00 per year for third level
registrations, US $6.50 per year for second level registration, and
US $6.50 for the second level redirect registration service.
2. Domain-Name Renewal Fee. US $6.00 per year for the renewal
of each third level domain name registration, US $6.50 per year for
the renewal of each second level domain name registration, and US $6.50
per year for the renewal of the second level redirect registration service.
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
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 definitely specified.
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
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
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
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
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
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% System Availability.
||Total duration of Unplanned Outage Time of the Whois Service
must not exceed 90 minutes per Billing Period. This represents
99.79% System Availability.
||Total duration of Unplanned Outage Time of the RRP Service must
not exceed 60 minutes per Billing Period. This represents 99.87%
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 * 60 minutes)
e = Service Level
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 is granted.
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
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
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
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
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
6.7. Registry Operator will perform monitoring from internally
located systems as a means to verify that the conditions of the SLA are
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 and details.
6.12. The Registry Operator will notify Registrars regarding
any scheduled maintenance and unavailability of the .pro TLD
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
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
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.
©2004 The Internet Corporation for Assigned
Names and Numbers. All rights reserved.