Revised VeriSign .com
Registry Agreement: Appendix F
Posted: 16 April 2001
Note: The notice period in Section 3.3
shall be ninety (90) days only if a notice period for implementation
of material changes to the Registry-Registrar Protocol, Application
Program Interfaces, or reference client software applies to all
unsponsored TLDs under Registry Agreement with ICANN. Otherwise,
the notice period of Section 3.3 shall be sixty (60) days.
This Registry-Registrar Agreement (the
"Agreement") is dated as of __________, ____ ("Effective
Date") by and between VeriSign, Inc., a Delaware corporation,
with a place of business located at 21345 Ridgetop Circle, Dulles,
, Virginia 20166 ("VGRS"), and _________________, a
_____________________ corporation, with its principal place of
business located at ___________________________________ ("Registrar").
VeriSign and Registrar may be referred to individually as a "Party"
and collectively as the "Parties."
WHEREAS, multiple registrars provide Internet
domain name registration services within the .com top-level domain
wherein VGRS operates and maintains certain TLD servers and zone
WHEREAS, Registrar wishes to register second-level
domain names in the multiple registrar system for the .com 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, VGRS and Registrar,
intending to be legally bound, hereby agree as follows:
"DNS" refers to the Internet domain name system.
"ICANN" refers to the Internet Corporation for Assigned
Names and Numbers.
"IP" means Internet Protocol.
"Registered Name" refers to a domain name within the
domain of the Registry TLD, whether consisting of two or more
(e.g., john.smith.name) levels, about which VGRS 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).
"Registry TLD" means the .com TLD.
The "System" refers to the multiple registrar system
operated by VGRS for registration of Registered Names in the
A "TLD" is a top-level domain of the DNS.
The "Licensed Product" refers to the RRP, APIs, and
2. OBLIGATIONS OF THE PARTIES
2.1. System Operation and Access. Throughout the Term of this Agreement, VGRS shall
operate the System and provide Registrar with access to the System
enabling Registrar to transmit domain name registration information
for the Registry TLD to the System according to a protocol developed
by VGRS and known as the Registry Registrar Protocol ("RRP").
2.2. Distribution of RRP, APIs and Software. No later than three business days after the Effective
Date of this Agreement, VGRS shall provide to Registrar (i) full
documentation of the RRP, (ii) "C" and "Java"
application program interfaces ("APIs") to the RRP
with documentation, and (iii) reference client software ("Software")
that will enable Registrar to develop its system to register
second-level domain names through the System for the Registry
TLD. If VGRS elects to modify or upgrade the APIs and/or RRP,
VGRS shall provide updated APIs to the RRP with documentation
and updated Software to Registrar promptly as such updates become
2.3. Registrar Responsibility for Customer Support. Registrar shall be responsible for providing customer
service (including domain name record support), billing and technical
support, and customer interface to accept customer (the "Registered
Name holder") orders.
2.4. Data Submission Requirements. As part of its registration of all Registered Name
registrations in the Registry TLD during the Term of this Agreement,
Registrar shall submit the following data elements using the
RRP concerning Registered Name registrations it processes:
2.4.1. The Registered Name being registered;
2.4.2. The IP addresses of the primary nameserver
and secondary nameserver(s) for the Registered Name;
2.4.3. The corresponding host names of those nameservers;
2.4.4. Unless automatically generated by the registry
system, the identity of the registrar;
2.4.5. Unless automatically generated by the registry
system, the expiration date of the registration; and
2.4.6. Other data required as a result of further
development of the registry system by the Registry.
2.5. License. Registrar
grants VGRS as Registry a non-exclusive non-transferable limited
license to the data elements consisting of the Registered Name,
the IP addresses of nameservers, and the identity of the registering
registrar for propagation of and the provision of authorized
access to the TLD zone files.
2.6. Registrar's Registration Agreement and Domain
Name Dispute Policy. Registrar
shall have developed and employ in its domain name registration
business an electronic or paper registration agreement, including
a domain name dispute policy, a copy of which is attached to
this Agreement as Exhibit A (which may be amended from time to
time by Registrar, provided a copy is furnished to VGRS three
(3) business days in advance of any such amendment), to be entered
into by Registrar with each Registered Name holder as a condition
of registration. Registrar shall include terms in its agreement
with each Registered Name holder that are consistent with Registrar's
duties to VGRS hereunder.
2.7. Secure Connection.
Registrar agrees to develop and employ in its domain name registration
business all necessary technology and restrictions to ensure
that its connection to the System is secure. All data exchanged
between Registrar's system and the System shall be protected
to avoid unintended disclosure of information. Each RRP session
shall be authenticated and encrypted using two-way secure socket
layer ("SSL") protocol. Registrar agrees to authenticate
every RRP client connection with the System using both an X.509
server certificate issued by a commercial Certification Authority
identified by the Registry and its Registrar password, which
it shall disclose only to its employees with a need to know.
Registrar agrees to notify Registry 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 Certification
Authority or compromised in any way.
2.8. Domain Name Lookup Capability. Registrar agrees to employ in its domain name
registration business VGRS's registry domain name lookup capability
to determine if a requested domain name is available or currently
unavailable for registration.
2.9. Transfer of Sponsorship of Registrations. Registrar agrees to implement transfers of Registered
Name registrations from another registrar to Registrar and vice
versa pursuant to the Policy on Transfer of Sponsorship of Registrations
Between Registrars appended hereto as Exhibit B.
2.10. Time. Registrar
agrees that in the event of any dispute concerning the time of
the entry of a domain name registration into the registry database,
the time shown in the VGRS records shall control.
2.11. Compliance with Terms and Conditions. Registrar agrees to comply with all other reasonable
terms or conditions established from time to time, to assure
sound operation of the System, by VGRS in a non-arbitrary manner
and applicable to all registrars, including affiliates of VGRS,
and consistent with VGRS's Cooperative Agreement with the United
States Government or VGRS's Registry Agreement with ICANN, as
applicable, upon VGRS's notification to Registrar of the establishment
of those terms and conditions.
2.12. Resolution of Technical Problems. Registrar agrees to employ necessary employees,
contractors, or agents with sufficient technical training and
experience to respond to and fix all technical problems concerning
the use of the RRP and the APIs in conjunction with Registrar's
systems. Registrar agrees that in the event of significant degradation
of the System or other emergency, VGRS may, in its sole discretion,
temporarily suspend access to the System. Such temporary suspensions
shall be applied in a nonarbitrary manner and shall apply fairly
to any registrar similarly situated, including affiliates of
2.13. Surety Instrument.
During the Initial Term and any Renewal Terms, Registrar shall
have in place a performance bond, letter of credit or equivalent
instrument (the "Surety Instrument") from a surety
acceptable to VGRS, in the amount of $100,000 U.S. dollars. (A
single such Surety Instrument shall satisfy this obligation and
Registrar's obligations under similar provisions of other Registry-Registrar
Agreements between Registrar and VGRS.) The terms of the Surety
Instrument shall indemnify and hold harmless VGRS and its employees,
directors, officers, representatives, agents and affiliates from
all costs and damages (including reasonable attorneys' fees)
which it may suffer by reason of Registrar's failure to indemnify
VGRS as provided in Section 6.16 by making payment(s) up to the
full amount of the bond within ten (10) days of VGRS's having
notified the surety of its claim(s) of damages, having identified
the basis for any such claim. VGRS shall not be entitled to payment
under the Surety Instrument until such time as it has certified
that it has incurred expenses for which it is entitled to reimbursement
in accordance with the provisions of Section 6.16 of this Agreement.
2.14. Prohibited Domain Name Registrations. Registrar agrees to comply with the policies of
VGRS that will be applicable to all registrars and that will
prohibit the registration of certain domain names in the Registry
TLD which are not allowed to be registered by statute or regulation.
2.15. Indemnification Required of Registered Name
Holders. Registrar shall require
each Registered Name holder to indemnify, defend and hold harmless
VGRS, and its directors, officers, employees, agents, and affiliates
from and against any and all claims, damages, liabilities, costs
and expenses, including reasonable legal fees and expenses arising
out of or relating to the Registered Name holder's domain name
3.1. License Grant.
Subject to the terms and conditions of this Agreement, VGRS hereby
grants Registrar and Registrar accepts a non-exclusive, non-transferable,
worldwide limited license to use for the Term and purposes of
this Agreement the RRP, APIs and Software, as well as updates
and redesigns thereof, to provide domain name registration services
in the Registry TLD only and for no other purpose. The RRP,
APIs and Software, as well as updates and redesigns thereof,
will enable Registrar to register domain names in the Registry
TLD with the Registry on behalf of its Registered Name holders.
Registrar, using the RRP, APIs and Software, as well as updates
and redesigns thereof, will be able to invoke the following operations
on the System: (i) check the availability of a domain name, (ii)
register a domain name, (iii) re-register a domain name, (iv)
cancel the registration of a domain name it has registered, (v)
update the nameservers of a domain name, (vi) transfer a domain
name from another registrar to itself with proper authorization,
(vii) query a domain name registration record, (viii) register
a nameserver, (ix) update the IP addresses of a nameserver, (x)
delete a nameserver, (xi) query a nameserver, and (xii) establish
and end an authenticated session.
3.2. Limitations on Use.
Notwithstanding any other provisions in this Agreement, except
with the written consent of VGRS, Registrar shall not: (i) sublicense
the RRP, APIs or Software or otherwise permit any use of the
RRP, APIs or Software by or for the benefit of any party other
than Registrar, (ii) publish, distribute or permit disclosure
of the RRP, APIs or Software other than to employees, contractors,
and agents of Registrar for use in Registrar's domain name registration
business, (iii) decompile, reverse engineer, copy or re-engineer
the RRP, APIs or Software for any unauthorized purpose, or (iv)
use or permit use of the RRP, APIs or Software in violation of
any federal, state or local rule, regulation or law, or for any
Registrar agrees to employ the necessary
measures to prevent its access to the 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
Registrar's customers; or (ii) enable high volume, automated,
electronic processes that send queries or data to the systems
of Registry Operator or any ICANN-Accredited Registrar, except
as reasonably necessary to register domain names or modify existing
3.3. Changes to Licensed Materials. VGRS may from time to time make modifications
to the RRP, APIs or Software licensed hereunder that will enhance
functionality or otherwise improve the System. VGRS will provide
Registrar with at least ninety (90) days notice prior to the
implementation of any material changes to the RRP, APIs or software
4. SUPPORT SERVICES
4.1. Engineering Support.
VGRS agrees to provide Registrar with reasonable engineering
telephone support (between the hours of 9 a.m. to 5 p.m. local
Herndon, Virginia time or at such other times as may be mutually
agreed upon) to address engineering issues arising in connection
with Registrar's use of the System.
4.2. Customer Service Support. During the Term of this Agreement, VGRS will provide
reasonable telephone and e-mail customer service support to Registrar,
not Registered Name holders or prospective customers of Registrar,
for non-technical issues solely relating to the System and its
operation. VGRS will provide Registrar with a telephone number
and e-mail address for such support during implementation of
the RRP, APIs and Software. First-level telephone support will
be available on a 7-day/24-hour basis. VGRS will provide a web-based
customer service capability in the future and such web-based
support will become the primary method of customer service support
to Registrar at such time.
5.1. Registration Fees.
(a) Registrar agrees to pay VGRS the non-refundable
amounts of US$ 6 for each annual increment of an initial domain
name registration and US$ 6 for each annual increment of a domain
name re-registration (collectively, the "Registration Fees")
registered by Registrar through the System.
(b) VGRS reserves the right to adjust the
Registration Fees prospectively upon thirty (30) days prior notice
to Registrar, provided that such adjustments are consistent with
VGRS's Cooperative Agreement with the United States Government
or its Registry Agreement with ICANN, as applicable, and are
applicable to all registrars in the Registry TLD. VGRS will invoice
Registrar monthly in arrears for each month's Registration Fees.
All Registration Fees are due immediately upon receipt of VGRS's
invoice pursuant to a letter of credit, deposit account, or other
acceptable credit terms agreed by the Parties.
5.2. Change in Registrar Sponsoring Domain Name. Registrar may assume sponsorship of an Registered
Name holder's existing domain name registration from another
registrar by following the policy set forth in Exhibit B to this
(a) For each transfer of the sponsorship
of a domain-name registration under Part A of Exhibit B, Registrar
agrees to pay VGRS the renewal registration fee associated with
a one-year extension, as set forth above. The losing registrar's
Registration Fees will not be refunded as a result of any such
(b) For a transfer approved by ICANN under
Part B of Exhibit B, Registrar agrees to pay VGRS US$ 0 (for
transfers of 50,000 names or fewer) or US$ 50,000 (for transfers
of more than 50,000 names).
Fees under this Section 5.2 shall be due
immediately upon receipt of VGRS's invoice pursuant to a letter
of credit, deposit account, or other acceptable credit terms
agreed by the Parties.
5.3. Pro-Rata Charges for ICANN Fees. Registrar agrees to pay to VGRS, within ten (10)
days of VGRS's invoice, a portion of any variable registry-level
fees paid by VGRS to ICANN, pro-rated among all registrars sponsoring
registrations in the Registry TLD based on their relative numbers
of domain-name registrations sponsored.
5.4. Non-Payment of Fees.
Timely payment of fees owing under this Section 5 is a material
condition of performance under this Agreement. In the event that
Registrar fails to pay its fees within five (5) days of the date
when due, VGRS may stop accepting new registrations and/or delete
the domain names associated with invoices not paid in full from
the Registry database and give written notice of termination
of this Agreement pursuant to Section 6.1(b) below.
6.1. Term of Agreement and Termination.
(a) Term of the Agreement.
The duties and obligations of the Parties under this Agreement
shall apply from the Effective Date through and including the
last day of the calendar month sixty (60) months from the Effective
Date (the "Initial Term"). Upon conclusion of the Initial
Term, all provisions of this Agreement will automatically renew
for successive five (5) year renewal periods until the Agreement
has been terminated as provided herein, Registrar elects not
to renew, or VGRS ceases to operate the registry for the Registry
TLD. In the event that revisions to VGRS's Registry-Registrar
Agreement are approved or adopted by the U.S. Department of Commerce,
or ICANN, as appropriate, Registrar will execute an amendment
substituting the revised agreement in place of this Agreement,
or Registrar may, at its option exercised within fifteen (15)
days, terminate this Agreement immediately by giving written
notice to VGRS.
(b) Termination For Cause.
In the event that either Party materially breaches any term of
this Agreement including any of its representations and warranties
hereunder and such breach is not substantially cured within thirty
(30) 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.
(c) Termination at Option of Registrar. Registrar may terminate this Agreement at any
time by giving VGRS thirty (30) days notice of termination.
(d) Termination Upon Loss of Registrar's Accreditation. This Agreement shall terminate in the event Registrar's
accreditation for the Registry TLD by ICANN, or its successor,
is terminated or expires without renewal.
(e) Termination in the Event that Successor Registry
Operator is Named. This Agreement
shall terminate in the event that the U.S. Department of Commerce
or ICANN, as appropriate, designates another entity to operate
the registry for the Registry TLD.
(f) Termination in the Event of Bankruptcy. Either Party may terminate this Agreement if the
other Party is adjudged insolvent or bankrupt, or if proceedings
are instituted by or against a Party seeking relief, reorganization
or arrangement under any laws relating to insolvency, or seeking
any assignment for the benefit of creditors, or seeking the appointment
of a receiver, liquidator or trustee of a Party's property or
assets or the liquidation, dissolution or winding up of a Party's
(g) Effect of Termination.
Upon expiration or termination of this Agreement, VGRS will,
to the extent it has the authority to do so, complete the registration
of all domain names processed by Registrar prior to the date
of such expiration or termination, provided that Registrar's
payments to VGRS for Registration Fees are current and timely.
Immediately upon any expiration or termination of this Agreement,
Registrar shall (i) transfer its sponsorship of Registered Name
registrations to another licensed registrar(s) of the Registry,
in compliance with Exhibit B, Part B, or any other procedures
established or approved by the U.S. Department of Commerce or
ICANN, as appropriate, and (ii) either return to VGRS or certify
to VGRS the destruction of all data, software and documentation
it has received under this Agreement.
(h) Survival. In
the event of termination of this Agreement, the following shall
survive: (i) Sections 2.5, 2.6, 6.1(g), 6.2, 6.6, 6.7, 6.10,
6.12, 6.13, 6.14, and 6.16; (ii) the Registered Name holder's
obligations to indemnify, defend, and hold harmless VGRS, as
stated in Section 2.15; (iii) the surety's obligations under
the Surety Instrument described in Section 2.13 with respect
to matters arising during the term of this Agreement; and (iv)
Registrar's payment obligations as set forth in Section 5 with
respect to fees incurred during the term of this Agreement. Neither
Party shall be liable to the other for damages of any sort resulting
solely from terminating this Agreement in accordance with its
terms but each Party shall be liable for any damage arising from
any breach by it of this Agreement.
6.2. No Third Party Beneficiaries; Relationship
of The Parties. This Agreement
does not provide and shall not be construed to provide third
parties (i.e., non-parties to this Agreement), including any
Registered Name holder, with any remedy, claim, cause of action
or privilege. Nothing in this Agreement shall be construed as
creating an employer-employee or agency relationship, a partnership
or a joint venture between the Parties.
6.3. Force Majeure.
Neither Party shall be responsible for any failure to perform
any obligation or provide service hereunder because of any Act
of God, strike, work stoppage, governmental acts or directives,
war, riot or civil commotion, equipment or facilities shortages
which are being experienced by providers of telecommunications
services generally, or other similar force beyond such Party's
6.4. 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.
6.5. Amendment in Writing.
Any amendment or supplement to this Agreement shall be in writing
and duly executed by both Parties.
6.6. Attorneys' Fees.
If any legal action or other legal proceeding (including arbitration)
relating to the performance under this Agreement or the enforcement
of any provision of this Agreement is brought against either
Party hereto, the prevailing Party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements (in addition
to any other relief to which the prevailing Party may be entitled).
6.7. Dispute Resolution; Choice of Law; Venue. The Parties shall attempt to resolve any disputes
between them prior to resorting to litigation. This Agreement
is to be construed in accordance with and governed by the internal
laws of the Commonwealth of Virginia, United States of America
without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the
internal laws of the Commonwealth of Virginia to the rights and
duties of the Parties. Any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision
of this Agreement shall be brought or otherwise commenced in
any state or federal court located in the eastern district of
the Commonwealth of Virginia. Each Party to this Agreement expressly
and irrevocably consents and submits to the jurisdiction and
venue of each state and federal court located in the eastern
district of the Commonwealth of Virginia (and each appellate
court located in the Commonwealth of Virginia) in connection
with any such legal proceeding.
6.8. 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 a copy to:
if to VGRS:
1350 Charleston Road
Mountain View, California 94043
Business Affairs Office
21345 Ridgetop Circle
Dulles, Virginia 20166
Facsimile: 1/703/421/2129; and
Deputy General Counsel
505 Huntmar Park Drive
Herndon, Virginia 20170
Except as otherwise expressly provided herein, the provisions
of this Agreement shall inure to the benefit of and be binding
upon, the successors and permitted assigns of the Parties hereto.
Registrar shall not assign, sublicense or transfer its rights
or obligations under this Agreement to any third person without
the prior written consent of VGRS.
6.10. Use of Confidential Information. The Parties' use and disclosure of Confidential
Information disclosed hereunder are subject to the terms and
conditions of the Parties' Confidentiality Agreement (Exhibit
C) that will be executed contemporaneously with this Agreement.
Registrar agrees that the RRP, APIs and Software are the Confidential
Information of VGRS.
6.11. Delays or Omissions; 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. No
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.
6.12. Limitation of Liability. IN NO EVENT WILL VGRS BE LIABLE TO REGISTRAR FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF VGRS HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Parties agree that any rule of construction to the effect
that ambiguities are to be resolved against the drafting Party
shall not be applied in the construction or interpretation of
6.14. Intellectual Property.
Subject to Section 2.5 above, 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.
6.15. Representations and Warranties
(a) Registrar. Registrar
represents and warrants that: (1) it is a corporation duly incorporated,
validly existing and in good standing under the law of the ______________,
(2) it has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement, (3)
it is, and during the Term of this Agreement will continue to
be, accredited by ICANN or its successor, pursuant to an accreditation
agreement dated after November 4, 1999, (4) the execution, performance
and delivery of this Agreement has been duly authorized by Registrar,
(5) no further approval, authorization or consent of any governmental
or regulatory authority is required to be obtained or made by
Registrar in order for it to enter into and perform its obligations
under this Agreement, and (6) Registrar's Surety Instrument provided
hereunder is a valid and enforceable obligation of the surety
named on such Surety Instrument.
(b) VGRS. VGRS represents
and warrants that: (1) it is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Delaware, (2) it has all requisite corporate power and authority
to execute, deliver and perform its obligations under this Agreement,
(3) the execution, performance and delivery of this Agreement
has been duly authorized by VGRS, and (4) no further approval,
authorization or consent of any governmental or regulatory authority
is required to be obtained or made by VGRS in order for it to
enter into and perform its obligations under this Agreement.
(c) Disclaimer of Warranties.
The RRP, APIs and Software are provided "as-is" and
without any warranty of any kind. VGRS EXPRESSLY DISCLAIMS ALL
WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. VGRS DOES
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RRP, APIs OR
SOFTWARE WILL MEET REGISTRAR'S REQUIREMENTS, OR THAT THE OPERATION
OF THE RRP, APIs OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE,
OR THAT DEFECTS IN THE RRP, APIs OR SOFTWARE WILL BE CORRECTED.
FURTHERMORE, VGRS DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE RRP, APIs, SOFTWARE OR
RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY,
RELIABILITY, OR OTHERWISE. SHOULD THE RRP, APIs OR SOFTWARE PROVE
DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION OF REGISTRAR'S OWN SYSTEMS AND
Registrar, at its own expense and within thirty (30) days of
presentation of a demand by VGRS under this paragraph, will indemnify,
defend and hold harmless VGRS and its employees, directors, officers,
representatives, agents and affiliates, against any claim, suit,
action, or other proceeding brought against VGRS or any affiliate
of VGRS based on or arising from any claim or alleged claim (i)
relating to any product or service of Registrar; (ii) relating
to any agreement, including Registrar's dispute policy, with
any Registered Name holder of Registrar; or (iii) relating to
Registrar's domain name registration business, including, but
not limited to, Registrar's advertising, domain name application
process, systems and other processes, fees charged, billing practices
and customer service; provided, however, that in any such case:
(a) VGRS provides Registrar with prompt notice of any such claim,
and (b) upon Registrar's written request, VGRS will provide to
Registrar all available information and assistance reasonably
necessary for Registrar to defend such claim, provided that Registrar
reimburses VGRS for its actual and reasonable costs. Registrar
will not enter into any settlement or compromise of any such
indemnifiable claim without VGRS's prior written consent, which
consent shall not be unreasonably withheld. Registrar will pay
any and all costs, damages, and expenses, including, but not
limited to, reasonable attorneys' fees and costs awarded against
or otherwise incurred by VGRS in connection with or arising from
any such indemnifiable claim, suit, action or proceeding.
6.17. Entire Agreement; Severability. This Agreement, which includes Exhibits A, B,
and C, constitutes the entire agreement between the Parties concerning
the subject matter hereof 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. If any provision of this Agreement
shall be held to be illegal, invalid or unenforceable, each Party
agrees that such provision shall be enforced to the maximum extent
permissible so as to effect the intent of the Parties, and the
validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired
thereby. If necessary to effect the intent of the Parties, the
Parties shall negotiate in good faith to amend this Agreement
to replace the unenforceable language with enforceable language
that reflects such intent as closely as possible.
IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the date set forth in the
first paragraph hereof.
Registrar's Dispute Policy
be supplied from time to time by Registrar]
Policy on Transfer of Sponsorship of Registrations Between Registrars
A. Holder-Authorized Transfers.
The registration agreement between each
Registrar and its Registered Name holder shall include a provision
explaining that a Registered Name holder will be prohibited from
changing its Registrar during the first 60 days after initial
registration of the domain name with the Registrar. Beginning
on the 61st day after the initial registration with the Registrar,
the procedures for change in sponsoring registrar set forth in
this policy shall apply. Enforcement shall be the responsibility
of the Registrar sponsoring the domain name registration.
For each instance where an Registered Name
holder wants to change its Registrar for an existing domain name
(i.e., a domain name that appears in a particular top-level domain
zone file), the gaining Registrar shall:
1) Obtain express authorization from an
individual who has the apparent authority to legally bind the
Registered Name holder (as reflected in the database of the losing
a) The form of the authorization is at
the discretion of each gaining Registrar.
b) The gaining Registrar shall retain a
record of reliable evidence of the authorization.
2) In those instances when the Registrar
of record is being changed simultaneously with a transfer of
a domain name from one party to another, the gaining Registrar
shall also obtain appropriate authorization for the transfer.
Such authorization shall include, but not be limited to, one
of the following:
a) A bilateral agreement between the parties.
b) The final determination of a binding
dispute resolution body.
c) A court order.
3) Request, by the transmission of a "transfer"
command as specified in the Registry Registrar Protocol, that
the Registry database be changed to reflect the new Registrar.
a) Transmission of a "transfer"
command constitutes a representation on the part of the gaining
(1) the requisite authorization has been
obtained from the Registered Name holder listed in the database
of the losing Registrar, and
(2) the losing Registrar will be provided
with a copy of the authorization if and when requested.
In those instances when the Registrar of
record denies the requested change of Registrar, the Registrar
of record shall notify the prospective gaining Registrar that
the request was denied and the reason for the denial.
Instances when the requested change of
sponsoring Registrar may be denied include, but are not limited
1) Situations described in the Domain Name
Dispute Resolution Policy
2) A pending bankruptcy of the Registered
3) Dispute over the identity of the Registered
4) Request to transfer sponsorship occurs
within the first 60 days after the initial registration with
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, VGRS will transmit an e-mail
notification to both Registrars.
VGRS shall complete the "transfer"
1) the losing Registrar expressly "approves"
the request, or
2) VGRS 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, VGRS 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 VGRS of a holder-authorized
transfer under this Part A shall result in a one-year extension
of the existing registration, provided that in no event shall
the total unexpired term of a registration exceed ten (10) years.
B. ICANN-Approved Transfers.
Transfer of the sponsorship of all the
registrations sponsored by one registrar as the result of acquisition
of that registrar or its assets by another registrar may be made
according to the following procedure:
(a) The gaining registrar must be accredited
by ICANN for the Registry TLD and must have in effect a Registry-Registrar
Agreement with VGRS for the Registry TLD.
(b) ICANN must certify in writing to VGRS
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,
VGRS 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, VGRS will charge the gaining registrar a one-time
flat fee of US$ 50,000.
THIS CONFIDENTIALITY AGREEMENT is entered into by and between
VeriSign, Inc., a Delaware corporation, with a place of business
located at 21345 Ridgetop Circle, Dulles, , Virginia 20166 ("VGRS"),
and ________________________, a _________ corporation having
its principal place of business in __________________ ("Registrar"),
through their authorized representatives, and takes effect on
the date executed by the final party (the "Effective Date").
Under this Confidentiality Agreement ("Confidentiality
Agreement"), the Parties intend to disclose to one another
information which they consider to be valuable, proprietary,
NOW, THEREFORE, the parties agree as follows:
1. Confidential Information
Information", as used in this Confidentiality Agreement,
shall mean all information and materials including, without limitation,
computer software, data, information, databases, protocols, reference
implementation and documentation, and functional and interface
specifications, provided by the disclosing party to the receiving
party under this Confidentiality 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.
2. Confidentiality Obligations
2.1. In consideration
of the disclosure of Confidential Information, the Parties agree
(a) The receiving party shall treat as strictly
confidential, and use all reasonable efforts to preserve the
secrecy and confidentiality of, all Confidential Information
received from the disclosing party, including implementing reasonable
physical security measures and operating procedures.
(b) The receiving party shall make no disclosures
whatsoever of any Confidential Information to others, provided
however, that if the receiving party is a corporation, partnership,
or similar entity, disclosure is permitted to the receiving party's
officers, employees, contractors and agents who have a demonstrable
need to know such Confidential Information, provided the receiving
party shall advise such personnel of the confidential nature
of the Confidential Information and of the procedures required
to maintain the confidentiality thereof, and shall require them
to acknowledge in writing that they have read, understand, and
agree to be individually bound by the terms of this Confidentiality
(c) The receiving party shall not modify or remove
any Confidential legends and/or copyright notices appearing on
any Confidential Information.
2.2. The receiving party's duties under this section (2) shall
expire five (5) years after the information is received or earlier,
upon written agreement of the Parties.
3. Restrictions On Use
3.1. The receiving
party agrees that it will use any Confidential Information received
under this Confidentiality Agreement solely for the purpose of
providing domain name registration services as a registrar and
for no other purposes whatsoever.
3.2. No commercial
use rights or any licenses under any patent, patent application,
copyright, trademark, know-how, trade secret, or any other VGRS
proprietary rights are granted by the disclosing party to the
receiving party by this Confidentiality Agreement, or by any
disclosure of any Confidential Information to the receiving party
under this Confidentiality Agreement.
3.3. The receiving
party agrees not to prepare any derivative works based on the
3.4. The receiving
party agrees that any Confidential Information which is in the
form of computer software, data and/or databases shall be used
on a computer system(s) that is owned or controlled by the receiving
4.1. This Confidentiality
Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia and all applicable federal
laws. The Parties agree that, if a suit to enforce this Confidentiality
Agreement is brought in the U.S. Federal District Court for the
Eastern District of Virginia, they will be bound by any decision
of the Court.
4.2. The obligations
set forth in this Confidentiality Agreement shall be continuing,
provided, however, that this Confidentiality Agreement imposes
no obligation upon the Parties with respect to information that
(a) is disclosed with the disclosing party's prior written approval;
or (b) is or has entered the public domain through no fault of
the receiving party; or (c) is known by the receiving party prior
to the time of disclosure; or (d) is independently developed
by the receiving party without use of the Confidential Information;
or (e) is made generally available by the disclosing party without
restriction on disclosure.
4.3. This Confidentiality
Agreement may be terminated by either party upon breach by the
other party of any its obligations hereunder and such breach
is not cured within three (3) calendar days after the allegedly
breaching party is notified by the disclosing party of the breach.
In the event of any such termination for breach, all Confidential
Information in the possession of the Parties shall be immediately
returned to the disclosing party; the receiving party shall provide
full voluntary disclosure to the disclosing party of any and
all unauthorized disclosures and/or unauthorized uses of any
Confidential Information; and the obligations of Sections 2 and
3 hereof shall survive such termination and remain in full force
and effect. In the event that the Registrar License and Agreement
between the Parties is terminated, the Parties shall immediately
return all Confidential Information to the disclosing party and
the receiving party shall remain subject to the obligations of
Sections 2 and 3.
4.4. The terms and
conditions of this Confidentiality Agreement shall inure to the
benefit of the Parties and their successors and assigns. The
Parties' obligations under this Confidentiality Agreement may
not be assigned or delegated.
4.5. The Parties
agree that they shall be entitled to seek all available legal
and equitable remedies for the breach of this Confidentiality
4.6. The terms and
conditions of this Confidentiality Agreement may be modified
only in a writing signed by VGRS and Registrar.
4.7. 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.
4.8. If any part
of this Confidentiality Agreement is found invalid or unenforceable,
such part shall be deemed stricken herefrom and the Parties agree:
(a) to negotiate in good faith to amend this Confidentiality
Agreement to achieve as nearly as legally possible the purpose
or effect as the stricken part, and (b) that the remainder of
this Confidentiality Agreement shall at all times remain in full
force and effect.
4.9. This Confidentiality
Agreement contains the entire understanding and agreement of
the Parties relating to the subject matter hereof.
4.10. Any obligation
imposed by this Confidentiality Agreement may be waived in writing
by the disclosing party. Any such waiver shall have a one-time
effect and shall not apply to any subsequent situation regardless
of its similarity.
4.11. Neither Party
has an obligation under this Confidentiality Agreement to purchase,
sell, or license any service or item from the other Party.
4.12. The Parties
do not intend that any agency or partnership relationship be
created between them by this Confidentiality Agreement.
IN WITNESS WHEREOF, and intending to be
legally bound, duly authorized representatives of VGRS and Registrar
have executed this Confidentiality Agreement in Virginia on the
dates indicated below.
VeriSign, Inc. ("VGRS")
Comments concerning the layout, construction and
functionality of this site
should be sent to firstname.lastname@example.org.
Page Updated 16-April-2001
(c) 2001 The Internet
Corporation for Assigned Names and Numbers.
All rights reserved.