Master Services Agreement

Master Services
Agreement
The Master Services Agreement is the binding agreement for
the features and services offered by Rightside.
Copyright © 2014 Rightside Registry
Copyright © 2014 United TLD Holdco Ltd. t/a Rightside Registry.
No portion of this document may be copied, modified, reproduced, or distributed without the express
written permission of Rightside Registry.
Rightside Master Services Agreement - Version 1.5
Last update: May, 2014
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Master Services Agreement
1. INTRODUCTION. In addition to the Registry-Registrar Agreement between United TLD Holdco
Ltd. (the “Registry,” "us," "our," "we," and also trading as "Rightside Registry" or "Rightside") and a
Registrar (“you”), including additional policies specific to the registry TLDs which may be linked from
the Registry-Registrar Agreement, this Master Services Agreement (the "Agreement"), shall apply to,
and govern, the provision of various services (“Services”) to the Registrar related to the offering of generic top-level domain names owned by the Registry (“the Registry TLDs”). The terms and conditions
set forth in the Exhibits of this Agreement apply only to services referenced in those Exhibits. In the
event of any inconsistency between the terms of these general terms and condition (Sections 1
through 20) and the terms of the Exhibits the terms of the Exhibits shall control.
2. ACCURATE INFORMATION. You agree to maintain and update the Registrar contact information
you provided to us when you became a technically certified registrar. We rely on this information to
send you important information and notices regarding your account and the additional services
covered by this Agreement.
3. FEES, PAYMENT AND TERM OF SERVICE. As consideration for the Services you purchase,
you agree to pay the Registry the applicable service(s) fees set forth in the applicable Exhibit at the
time of your selection, or, if applicable, upon receipt of your invoice from the Registry. Rightside
agrees to cap any annual price increases for the cost of renewing a registered Premium Names at fifteen percent (15%) of the then current renewal price. No cap on price increases apply for unregistered
Premium Names. Rightside will provide Registrars with a minimum of thirty (30) days prior written
notice (email to suffice) of any price changes for unregistered Premium Names and a minimum of one
hundred eighty days (180) prior written notice (email to suffice) of any price change for registered
Premium Names.
4. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF OUR SERVICE(S) IS
SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED
ON AN "AS IS," AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED IN THIS
AGREEMENT. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NEITHER THE REGISTRY NOR ITS AFFILIATES, SUBSIDIARIES OR LICENSORS MAKE ANY
WARRANTY THAT SERVICE (S) PROVIDED HEREUNDER WILL MEET YOUR
REQUIREMENTS, OR THAT THE SERVICE (S) WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY
OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU
UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN
DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR
SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY
NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE
EXCLUSIONS MAY NOT APPLY TO YOU.
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5. INDEMNITY. You agree to release, indemnify, defend and hold harmless the Registry and any of
our (or their) contractors, agents, employees, officers, directors, shareholders, affiliates and assigns
from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and
expenses, relating to or arising out of (a) your breach of your warranties, representations and obligations under this Agreement, (b) your use of the Services in breach of this Agreement; (c) your
infringement of any intellectual property or other proprietary right of any person or entity arising from
your use of the Services in breach of this Agreement, or (d) your violation of any of our written operating rules or policies relating to your use of the Services. When we are threatened with suit or sued
by a third party, we may seek written assurances from you concerning your promise to indemnify us.
Your failure to provide such assurances may be considered by us to be a material breach of this
Agreement. We shall have the right to participate in any defense by you of a third-party claim related
to your use of any of the Services, with counsel of our choice. We shall reasonably cooperate in the
defense at your request and expense. You shall have sole responsibility to defend us against any
claim, but you must receive our prior written consent regarding any related settlement. The terms of
this paragraph will survive any termination or cancellation of this Agreement.
6. TERMINATION. We may terminate this Agreement or any part of the Services at any time in the
event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry
from us concerning the accuracy or completeness of the information referred to in Section 2 of this
Agreement, if we determine in our sole discretion that you have violated the Registry’s Acceptable
Use (Anti-Abuse) Policy , which is located at and is incorporated herein and made part of this Agreement by reference, or for any other reason in the Registry's sole discretion upon written notice to you.
Unless otherwise specified in writing by the Registry, you will not receive any refund for payments
already made by you as of the date of termination, and, you may incur additional fees (in the case of a
monthly or annual subscription being paid over time, as provided in various Exhibits below). If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs the Registry incurs in closing your account. You agree to
pay any and all costs incurred by the Registry in enforcing your compliance with this section. Upon
termination, you shall destroy any copy of the materials licensed to you hereunder and referenced
herein. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the Registry services, if applicable. If you breach any term of this Agreement
including, but not limited to, this terms of any Exhibit, the Registry may, in its sole and exclusive discretion, suspend or terminate your services immediately. Service Fees may continue to accrue on
suspended accounts and you will continue to remain responsible for the payment of any Service Fees
that accrue during the period of suspension.
7. MODIFICATIONS TO AGREEMENT. Except as otherwise provided in this Agreement, you
agree during the term of this Agreement, that we may: (1) revise the terms and conditions of this
Agreement; and/or (2) change part of the Services provided under this Agreement at any time. Any
such revision or change will be binding and effective thirty (30) days after we provide you notice (via
email or through the registrar portal) of the revised Agreement or change to the Service(s). You also
agree to periodically review our Website, including the version of this Agreement available on our
Website, to be aware of any such revisions. If you do not agree with any revision to the Agreement,
you may terminate this Agreement at any time by providing us with notice. Notice of your termination
will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are nonrefundable, except as expressly noted otherwise in one or more of the Exhibits to
this Agreement, but you will not incur any additional fees. By continuing to use the Services after any
revision to this Agreement or change in Service(s), you agree to abide by and be bound by any such
revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent,
representative or employee of any third party that you may use to apply for our services; or in (ii)
information posted on our Website of a general informational nature. No employee, contractor, agent
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or representative of the Registry is authorized to alter or amend the terms and conditions of this Agreement.
8. AGENTS. You agree that, if your agent, (e.g., your Primary Contact or Account Administrative
Contact, employee) purchased our Service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our Services ratifies any unauthorized
actions of your agent. By using your login name, account number or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our Services
on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement,
that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is
otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by
your agent.
9. OTHER POLICIES. In addition to the terms and conditions set forth in this Agreement, the purchase of Services may make other the Registry policies applicable to you and the use of our Services. In making a purchase of our Services, you agree to the terms set forth in these policies. The
Registry reserves the right to make changes to these policies. You agree to periodically review the
policies on our Website to be aware of any such revisions.
10. NOTICES AND ANNOUNCEMENTS. (a) Except as expressly provided otherwise herein, all
notices to the Registry shall be in writing and delivered via overnight courier or certified mail, return
receipt requested to United TLD Holdco Ltd., One Clarendon Row, Dublin 2, Co. Dublin, Republic of
Ireland; Attention: Legal Department legal@unitedtld.com. All notices to you shall be delivered to
your mailing address or email address as provided in your account information (as updated by you pursuant to this Agreement) or to any email address associated with your domain name registration(s)
with the Registry. (b) You authorize us to contact you as our customer via telephone, at the number
provided by you in your account information (as updated by you pursuant to this Agreement), which
telephone number is incorporated herein by reference, email or postal mail regarding information that
we deem is of potential interest to you. Notices and announcements may include commercial emails,
telephone solicitations and other notices describing changes, upgrades, new products and services
or other information pertaining to Internet security or to enhance your identity on the Internet and/or
other relevant matters.
11. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the
remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to
make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions
will remain in full force and effect.
12. ENTIRE AGREEMENT. You agree that this Agreement, the rules and policies incorporated by
reference in this Agreement (including, without limitation, the dispute policy and the privacy statement) are the entire, complete and exclusive agreement between you and us regarding our services
and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement,
including, without limitation, any purchase order provided by you for the services.
13. ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights under this
Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in
your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders
this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, or otherwise
exploit for any commercial purposes any of the Services (or portion thereof) without the Registry’s
prior express written consent.
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14. GOVERNING LAW. You and the Registry agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the State of
Washington, excluding its conflict of laws rules. You and we each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the
Western District of Washington for any disputes between you and the Registry arising out of, or
related in any way to this Agreement (whether or not such disputes also involve other parties in addition to you and the Registry). The parties hereby waive any right to jury trial with respect to any action
brought in connection with this Agreement.
15. AGREEMENT TO BE BOUND. By applying for the Registry’s Service(s) through our registrar
portal, or by using the Service(s) provided by the Registry under this Agreement, you acknowledge
that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
16. WAIVER. No waiver of any provision of this Agreement shall be effective unless it is in writing
and signed by an authorized representative of the Registry. The remedies of the Registry under this
Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall
not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to
require performance of any obligations of the other party hereunder shall not affect its right to enforce
any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any
breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
17. EXPORT RESTRICTIONS. You acknowledge and agree that you shall not sell or export, directly or indirectly, any services, including any Registry Services, or incorporating or using any
Registry TLDs, in violation of the import or export laws of any applicable jurisdiction including, but not
limited to, those promulgated by the Registry States Office of Foreign Assets Control and the United
States Treasury (specifically the Specially Designated Nationals List).
18. FORCE MAJEURE. Neither party shall be deemed in default hereunder, nor shall it hold the other
party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier
failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of
the government, including any federal, state and local governments having or claiming jurisdiction
over the Registry, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other
cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have
given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate
the effects of the force majeure event upon which such notice is based; provided further, that in the
event a force majeure event described in this section extends for a period in excess of thirty (30) days
in the aggregate, the Registry may immediately terminate this Agreement.
19. HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or extent of such section or in
any way affect such section.
20. SURVIVAL. In the event this Agreement terminates as provided herein, Sections
4,5,6,7,10,11,12,13,14,15,16,17,18, and 20 of this Agreement shall survive such expiration or termination.
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Exhibit1
1. Introduction
The Domain Protected Marks List™ (DPML™) is a rights protection mechanism offered by United TLD
Holdco Ltd. (“United TLD” or the “Registry”) that provides valid trademark holders with a tool to protect their intellectual property interests.
The DPML achieves this by preventing the registration of second level domain names which contain
a string of letters (a “string”) that contain letters matching a validated registered trademark. This prevention mechanism or “block” feature works across our entire top level domain name offerings.
The terms of the Master Services Agreement shall also apply to the DPML Registration in addition to
these Terms and Conditions.
2. DPML Registrations
2.1 DPML Registrations (also referred to as a “DPML Block”) may only be submitted through a participating United TLD registrar.
2.2 In order to purchase a DPML Registration, a DPML registrant must first have registered their
trademark and have been validated in the ICANN Trademark Clearinghouse (TMCH).
2.3 The registered DPML Block must correspond with one of the strings contained in the DPML registrants’ SMD files issued by the TMCH for that trademark.
2.4 A DPML Registration must include an exact match of the trademark registered in the TMCH or it
may contain the trademark within it. The trademark can be at the beginning, end, or anywhere in the
middle of the string as long as the letters of the trademark are contiguous (for example, if the trademark were “BOX,” “BSOTX” would not be a permissible registration).
2.5 The SMD file may contain many valid iterations of a trademarked term. For instance, Barnes &
Noble® may contain the following valid strings in a single SMD:
barnesandnoble
barnes-and-noble
barnes-noble
All three strings would be considered exact match DPML Registrations. Each individual string that a
DPML registrant requests to block would be classified as separate registrations and incur a separate
DPML fee.
3. DPML Block Creation
3.1 A DPML Block will be created only if all of the following criteria are met:
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The application is accompanied by a valid SMD file;
The second level domain to be blocked meets the syntax requirements set
out in Section 4 below;
The string is not already subject to a DPML block;
The string in the SMD file either exactly matches or is contained within the
SLD applied for; and
The sponsoring Registrar has sufficient funds or credit with the Registry to
pay the application fee.
4. DPML Registration Syntax & Technical Requirements
4.1. A DPML Registration must meet all of the following technical and syntax requirements:
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The TMCH eligible term in the SMD File must contain at least three characters.
The SLD cannot exceed 63 characters;
The SLD must consist exclusively of the letters A--‐Z, the numbers 0--‐9,
and hyphens;
The SLD cannot begin or end with a hyphen;
For DPML Blocks in IDNs, blocked SLDs must be in the languages supported by the Registry as set out in our IDN Policy ; and
The SLD can only have two consecutive hyphens (--‐--‐) in the 3rd and 4th
positions, when preceded by “xn” and followed by a label that corresponds
with an IDN containing characters supported by the Registry as described
above.
5. DPML Product
5.1. DPML Blocks will not result in a domain name that can be published or will resolve on the Internet.
5.2. A DPML Block will not be applied to an SLD that:
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has already been registered as a domain name;
is the subject of a pending Sunrise application; or
is a Reserved Name in any of our TLDs as described in Section 7 below.
5.3. The DPML block will be applied to such names if they later become available or cease to be
Reserved Names.
5.4. The DPML Block will apply in any additional TLDs for which United TLD becomes the registry
operator.
5.5. A DPML Block is subject to Overrides as described in Section 6, below.
5.6. When the registry WHOIS is queried for a domain name that is blocked by a DPML Registration,
the WHOIS response shall include the text: “This domain name is not registered. It is blocked from
registration as a domain name. The WHOIS query result will indicate what the actual Trademark is in
WHOIS. The WHOIS query result will not claim ownership of the string
6. Overrides
6.1. If an application for a domain name registration is received containing an SMD file with a string
that exactly matches the SLD under DPML block, the applicant may override the block and register
the domain name.
7. Reserved SLDs
7.1. The SLD Block will not apply to SLDs that are:
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Reserved or allocated in accordance with the ICANN policy requirements;
and
Reserved by the Registry for operational purposes or in accordance with the
Rightside Reserved Names Policy.
Reservations by the Registry may occur at any time.
8. Term and Fees
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8.1. A DPML Registration may be made for an initial term of one (1) year to ten (10) years. Renewals
may only be initiated and processed after the passage of six (6) months from the date of the initial
registration. A DPML block may be renewed in annual increments between one (1) to ten (10) years
with a maximum term of ten (10) years.
8.2. Each DPML Registration and renewal is subject to a one-time, non-refundable fee based on the
number of years for which the DPML Block is requested.
8.3. The fee for a DPML Registration shall be, at a minimum,Two Hundred Fifty Dollars ($250.00) for
the first year of registration per DPML Block. Initial registration fees and any subsequent renewal fees
may be changed by United TLD at any time at its sole discretion.
9. Removal of DPML Block
9.1. If a DPML registrant chooses to remove their DPML block, domain names are then immediately
available for registration. No override fee is paid for domain registrations after a DPML Block is
removed.
9.2. The DPML Override Fee is set at $50.00 per domain name, per TLD.
9.3. To re-apply for a DPML Registration and restore the “block”, trademark holders must pay a restoration fee. During the period that the DPML is removed, other registrants may register the string.
10. Waiver of Guarantee
10.1. Because of the exclusions and other circumstances described above, United TLD makes no
guarantee regarding the implementation and effectiveness of the “blocking” mechanism associated
with DPML Registration. UNITED TLD HOLDCO LTD, ITS LICENSORS AND SUPPLIERS, MAKE
NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH
RESPECT TO THE DPML, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR
CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE.
11. Publication of DPML Users
11.1. United TLD reserves the right to publicize the names of registrants choosing to purchase
DPML protection for marketing and promotional purposes.
12. Disputes
12.1. Any dispute regarding the application of a DPML Block shall be handled under the terms of our
Sunrise and DPML Dispute Resolution Policy.
Exhibit 2 to Master Services Agreement:
Premium Names in Price Categories
1. PRODUCT DESCRIPTION. Registrars wishing to offer Premium Names in Price Categories
(“Premium Names”) are subject to the terms and conditions contained in this Schedule. Premium
names are optional and registrars are not required to offer Premium Names. Registrars may register
domain names as usual but Premium Names will appear as ‘Not Available’ in EPP and the web
portal.
2. PRICE CATEGORIES. Premium Names can only be assigned to one price category at a time,
however, price values for a category can be modified at any time subject to giving prior notice to the
Registrar as required by terms of UTLDH’s Registry Agreement with ICANN. All create, renew, transfer and restore commands will use the new prices IMMEDIATELY once they are changed. The list of
price categories will include the following pieces of information:
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Category Name
Create Price
Renew Price
Transfer Price
Restore Price
Delete Price
3. DOMAIN CHECK RESPONSES. Domain check responses for domain names that are part of a
price category will return the price category name, price for create, renew, transfer, and restore operations. For registrars that are not subscribed to the Price Categories feature, the web portal will display the domain name as not available.
4. DOMAIN CREATE COMMANDS. Domain “create” commands must contain the additional information for the extension including the indicated price value for each affected operation. The presence of
the price element in the “create” signifies that the applicant agrees to the specified Price Category of
the domain name. Registrars that are not accredited to sell Premium Names will receive an error.
5. DOMAIN INFO RESPONSES. Domain “info” responses for registered domains that are part of a
price category will return the following information: price category name, price for create, renew, transfer and restore operations. This information will only be returned to a registrar who is subscribed to the
Price Categories feature.
6. DOMAIN TRANSFER COMMAND. Domain transfer commands for domain names that are part
of a price category must contain the additional information required for the extension including the
name of the price category value attached to the Transfer Price. The presence of the price element in
the “create” signifies that the applicant agrees to the specified Price Category of the domain name.
Premium Names cannot be transferred to registrars that are not accredited to sell Premium Names.
The transfer request will fail in that case.
7. DOMAIN RENEW COMMAND. “Renew” commands for domains which are part of a price category must contain the additional information for the extension including the name of the Price Category and the costs attached to the Renew Price.
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