This
REGISTRY AGREEMENT (this “Agreement”) is entered into as of _________________
(the “Effective Date”) between Internet Corporation for Assigned Names and
Numbers, a California nonprofit public benefit corporation (“ICANN”), and American
Institute of Certified Public Accountants, a not-for-profit corporation
formed under the laws of the District of Columbia (“Registry Operator”).
ARTICLE
1.
DELEGATION AND OPERATION
OF TOP–LEVEL DOMAIN; REPRESENTATIONS AND WARRANTIES
1.1
Domain and Designation. The
Top-Level Domain to which this Agreement applies is .cpa (the “TLD”).
Upon the Effective Date and until the earlier of the expiration of the
Term (as defined in Section 4.1) or the termination of this Agreement pursuant
to Article 4, ICANN designates Registry Operator as the registry operator for
the TLD, subject to the requirements and necessary approvals for delegation of
the TLD and entry into the root-zone.
1.2
Technical Feasibility of String.
While ICANN has encouraged and will continue to encourage universal
acceptance of all top-level domain strings across the Internet, certain
top-level domain strings may encounter difficulty in acceptance by ISPs and webhosters and/or validation by web applications. Registry Operator shall be responsible for
ensuring to its satisfaction the technical feasibility of the TLD string prior
to entering into this Agreement.
1.3
Representations and Warranties.
(a)
Registry
Operator represents and warrants to ICANN as follows:
(i)
all material
information provided and statements made in the registry TLD application, and
statements made in writing during the negotiation of this Agreement, were true
and correct in all material respects at the time made, and such information or
statements continue to be true and correct in all material respects as of the
Effective Date except as otherwise previously disclosed in writing by Registry
Operator to ICANN;
(ii)
Registry
Operator is duly organized, validly existing and in good standing under the
laws of the jurisdiction set forth in the preamble hereto, and Registry
Operator has all requisite power and authority and has obtained all necessary approvals
to enter into and duly execute and deliver this Agreement; and
(iii)
Registry
Operator has delivered to ICANN a duly executed instrument that secures the
funds required to perform registry functions for the TLD in the event of the
termination or expiration of this Agreement (the “Continued Operations
Instrument”), and such instrument is a binding obligation of the parties
thereto, enforceable against the parties thereto in accordance with its terms.
(b)
ICANN
represents and warrants to Registry Operator that ICANN is a nonprofit public
benefit corporation duly organized, validly existing and in good standing under
the laws of the State of California, United States of America. ICANN has all requisite power and authority
and has obtained all necessary corporate approvals to enter into and duly
execute and deliver this Agreement.
ARTICLE 2.
COVENANTS OF REGISTRY OPERATOR
Registry
Operator covenants and agrees with ICANN as follows:
2.1
Approved Services; Additional Services.
Registry Operator shall be entitled to provide the Registry Services
described in clauses (a) and (b) of the first paragraph of Section 2.1 in the
Specification 6 attached hereto (“Specification 6”) and such other Registry
Services set forth on Exhibit A (collectively, the “Approved
Services”). If Registry Operator desires
to provide any Registry Service that is not an Approved Service or is a
material modification to an Approved Service (each, an “Additional Service”),
Registry Operator shall submit a request for approval of such Additional
Service pursuant to the Registry Services Evaluation Policy at
http://www.icann.org/en/registries/rsep/rsep.html, as such policy may be
amended from time to time in accordance with the bylaws of ICANN (as amended from
time to time, the “ICANN Bylaws”) applicable to Consensus Policies (the
“RSEP”). Registry Operator may offer
Additional Services only with the written approval of ICANN, and, upon any such
approval, such Additional Services shall be deemed Registry Services under this
Agreement. In its reasonable discretion,
ICANN may require an amendment to this Agreement reflecting the provision of
any Additional Service which is approved pursuant to the RSEP, which amendment
shall be in a form reasonably acceptable to the parties.
2.2
Compliance with Consensus Policies and
Temporary Policies. Registry Operator shall comply with and
implement all Consensus Policies and Temporary Policies found at
<http://www.icann.org/general/consensus-policies.htm>, as of the
Effective Date and as may in the future be developed and adopted in accordance
with the ICANN Bylaws, provided such future Consensus Polices and Temporary
Policies are adopted in accordance with the procedure and relate to those
topics and subject to those limitations set forth in Specification 1 attached
hereto (“Specification 1”).
2.3
Data Escrow. Registry Operator shall
comply with the registry data escrow procedures set forth in Specification 2
attached hereto (“Specification 2”) within fourteen (14) calendar days after
delegation.
2.4
Monthly Reporting.
Within twenty (20) calendar days following the end of each calendar
month, commencing with the first calendar month in which the TLD is delegated
in the root zone, Registry Operator shall deliver to ICANN reports in the format
set forth in Specification 3 attached hereto (“Specification 3”); provided,
however, that if the TLD is delegated in the root zone after the fifteenth (15th)
calendar day of the calendar month, Registry Operator may defer the delivery of
the reports for such first calendar month and instead deliver to ICANN such
month’s reports no later than the time that Registry Operator is required to
deliver the reports for the immediately following calendar month. Registry Operator must include in the
Per-Registrar Transactions Report any domain name created during pre-delegation
testing that has not been deleted as of the time of delegation (notably but not
limited to domains registered by Registrar IDs 9995 and/or 9996).
2.5
Publication of Registration Data. Registry
Operator shall provide public access to registration data in accordance with
Specification 4 attached hereto (“Specification 4”).
2.6
Reserved Names.
Except to the extent that ICANN otherwise expressly authorizes in
writing, Registry Operator shall comply with the requirements set forth in
Specification 5 attached hereto (“Specification 5”). Registry Operator may at
any time establish or modify policies concerning Registry Operator’s ability to
reserve (i.e., withhold from registration or allocate to Registry Operator, but
not register to third parties, delegate, use, activate in the DNS or otherwise
make available) or block additional character strings within the TLD at its
discretion. Except as specified in Specification
5, if Registry Operator is the registrant for any domain names in the registry
TLD, such registrations must be through an ICANN accredited registrar, and will
be considered Transactions (as defined in Section 6.1) for purposes of
calculating the Registry-level transaction fee to be paid to ICANN by Registry
Operator pursuant to Section 6.1.
2.7
Registry Interoperability and Continuity.
Registry Operator shall comply with the Registry Interoperability and
Continuity Specifications as set forth in Specification 6 attached hereto
(“Specification 6”).
2.8
Protection of Legal Rights of Third
Parties. Registry Operator must specify, and comply
with, the processes and procedures for launch of the TLD and initial
registration-related and ongoing protection of the legal rights of third
parties as set forth Specification 7 attached hereto (“Specification 7”). Registry Operator may, at its election,
implement additional protections of the legal rights of third parties. Any changes or modifications to the process
and procedures required by Specification 7 following the Effective Date must be
approved in advance by ICANN in writing.
Registry Operator must comply with all remedies imposed by ICANN
pursuant to Section 2 of Specification 7, subject to Registry Operator’s right
to challenge such remedies as set forth in the applicable procedure described
therein. Registry Operator shall take
reasonable steps to investigate and respond to any reports from law enforcement
and governmental and quasi-governmental agencies of illegal conduct in
connection with the use of the TLD. In
responding to such reports, Registry Operator will not be required to take any
action in contravention of applicable law.
(a)
All domain
name registrations in the TLD must be registered through an ICANN accredited
registrar; provided, that Registry Operator need not use a registrar if it
registers names in its own name in order to withhold such names from delegation
or use in accordance with Section 2.6.
Subject to the requirements of Specification 11, Registry Operator must
provide non-discriminatory access to Registry Services to all ICANN accredited
registrars that enter into and are in compliance with the registry-registrar
agreement for the TLD; provided that Registry Operator may establish
non-discriminatory criteria for qualification to register names in the TLD that
are reasonably related to the proper functioning of the TLD. Registry Operator must use a uniform
non-discriminatory agreement with all registrars authorized to register names
in the TLD (the “Registry-Registrar Agreement”). Registry Operator may amend the
Registry-Registrar Agreement from time to time; provided, however, that any
material revisions thereto must be approved by ICANN before any such revisions
become effective and binding on any registrar.
Registry Operator will provide ICANN and all registrars authorized to
register names in the TLD at least fifteen (15) calendar days written notice of
any revisions to the Registry-Registrar Agreement before any such revisions
become effective and binding on any registrar.
During such period, ICANN will determine whether such proposed revisions
are immaterial, potentially material or material in nature. If ICANN has not provided Registry Operator
with notice of its determination within such fifteen (15) calendar-day period,
ICANN shall be deemed to have determined that such proposed revisions are
immaterial in nature. If ICANN
determines, or is deemed to have determined under this Section 2.9(a), that
such revisions are immaterial, then Registry Operator may adopt and implement
such revisions. If ICANN determines such
revisions are either material or potentially material, ICANN will thereafter
follow its procedure regarding review and approval of changes to Registry-Registrar
Agreements at <http://www.icann.org/en/resources/registries/rra-amendment-procedure>,
and such revisions may not be adopted and implemented until approved by
ICANN. Notwithstanding the foregoing
provisions of this Section 2.9(a), any change to the Registry-Registrar
Agreement that relates exclusively to the fee charged by Registry Operator to
register domain names in the TLD will not be subject to the notice and approval
process specified in this Section 2.9(a), but will be subject to the
requirements in Section 2.10 below.
(b)
If Registry
Operator (i) becomes an Affiliate or reseller of an
ICANN accredited registrar, or (ii) subcontracts the provision of any Registry
Services to an ICANN accredited registrar, registrar reseller or any of their
respective Affiliates, then, in either such case of (i)
or (ii) above, Registry Operator will give ICANN prompt notice of the contract,
transaction or other arrangement that resulted in such affiliation, reseller
relationship or subcontract, as applicable, including, if requested by ICANN,
copies of any contract relating thereto; provided, that ICANN will treat such
contract or related documents that are appropriately marked as confidential (as
required by Section 7.15) as Confidential Information of Registry Operator in
accordance with Section 7.15 (except that ICANN may disclose such contract and
related documents to relevant competition authorities). ICANN reserves the right, but not the
obligation, to refer any such contract, related documents, transaction or other
arrangement to relevant competition authorities in the event that ICANN
determines that such contract, related documents, transaction or other
arrangement might raise significant competition issues under applicable
law. If feasible and appropriate under
the circumstances, ICANN will give Registry Operator advance notice prior to
making any such referral to a competition authority.
(c)
For the
purposes of this Agreement: (i) “Affiliate” means a person or entity that, directly or
indirectly, through one or more intermediaries, or in combination with one or
more other persons or entities, controls, is controlled by, or is under common
control with, the person or entity specified, and (ii) “control” (including the
terms “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a person or entity, whether through the ownership of
securities, as trustee or executor, by serving as an employee or a member of a
board of directors or equivalent governing body, by contract, by credit
arrangement or otherwise.
2.10
Pricing for Registry Services.
(a)
With respect
to initial domain name registrations, Registry Operator shall provide each
ICANN accredited registrar that has executed the Registry-Registrar Agreement
for the TLD advance written notice of any price increase (including as a result
of the elimination of any refunds, rebates, discounts, product tying or other
programs which had the effect of reducing the price charged to registrars,
unless such refunds, rebates, discounts, product tying or other programs are of
a limited duration that is clearly and conspicuously disclosed to the registrar
when offered) of no less than thirty (30) calendar days. Registry Operator shall offer registrars the
option to obtain initial domain name registrations for periods of one (1) to
ten (10) years at the discretion of the registrar, but no greater than ten (10)
years.
(b)
With respect
to renewal of domain name registrations, Registry Operator shall provide each
ICANN accredited registrar that has executed the Registry-Registrar Agreement
for the TLD advance written notice of any price increase (including as a result
of the elimination of any refunds, rebates, discounts, product tying, Qualified
Marketing Programs or other programs which had the effect of reducing the price
charged to registrars) of no less than one hundred eighty (180) calendar
days. Notwithstanding the foregoing
sentence, with respect to renewal of domain name registrations: (i) Registry
Operator need only provide thirty (30) calendar days notice
of any price increase if the resulting price is less than or equal to (A) for
the period beginning on the Effective Date and ending twelve (12) months
following the Effective Date, the initial price charged for registrations in
the TLD, or (B) for subsequent periods, a price for which Registry Operator
provided a notice pursuant to the first sentence of this Section 2.10(b) within
the twelve (12) month period preceding the effective date of the proposed price
increase; and (ii) Registry Operator need not provide notice of any price
increase for the imposition of the Variable Registry-Level Fee set forth in
Section 6.3. Registry Operator shall
offer registrars the option to obtain domain name registration renewals at the
current price (i.e., the price in place prior to any noticed increase) for
periods of one (1) to ten (10) years at the discretion of the registrar, but no
greater than ten (10) years.
(c)
In addition,
Registry Operator must have uniform pricing for renewals of domain name
registrations (“Renewal Pricing”). For
the purposes of determining Renewal Pricing, the price for each domain
registration renewal must be identical to the price of all other domain name
registration renewals in place at the time of such renewal, and such price must
take into account universal application of any refunds, rebates, discounts,
product tying or other programs in place at the time of renewal. The foregoing requirements of this Section
2.10(c) shall not apply for (i) purposes of
determining Renewal Pricing if the registrar has provided Registry Operator
with documentation that demonstrates that the applicable registrant expressly
agreed in its registration agreement with registrar to higher Renewal Pricing
at the time of the initial registration of the domain name following clear and
conspicuous disclosure of such Renewal Pricing to such registrant, and (ii)
discounted Renewal Pricing pursuant to a Qualified Marketing Program (as
defined below). The parties acknowledge
that the purpose of this Section 2.10(c) is to prohibit abusive and/or
discriminatory Renewal Pricing practices imposed by Registry Operator without
the written consent of the applicable registrant at the time of the initial
registration of the domain and this Section 2.10(c) will be interpreted broadly
to prohibit such practices. For purposes
of this Section 2.10(c), a “Qualified Marketing Program” is a marketing program
pursuant to which Registry Operator offers discounted Renewal Pricing, provided
that each of the following criteria is satisfied: (i) the program and
related discounts are offered for a period of time not to exceed one hundred
eighty (180) calendar days (with consecutive substantially similar programs
aggregated for purposes of determining the number of calendar days of the
program), (ii) all ICANN accredited registrars are provided the same
opportunity to qualify for such discounted Renewal Pricing; and (iii) the
intent or effect of the program is not to exclude any particular class(es) of
registrations (e.g., registrations held by large corporations) or increase the
renewal price of any particular class(es) of registrations. Nothing in this Section 2.10(c) shall limit
Registry Operator’s obligations pursuant to Section 2.10(b).
(d)
Registry
Operator shall provide public query-based DNS lookup service for the TLD (that
is, operate the Registry TLD zone servers) at its sole expense.
2.11
Contractual and Operational Compliance Audits.
(a)
ICANN may
from time to time (not to exceed twice per calendar year) conduct, or engage a
third party to conduct, contractual compliance audits to assess compliance by
Registry Operator with its representations and warranties contained in Article
1 of this Agreement and its covenants contained in Article 2 of this
Agreement. Such audits shall be tailored
to achieve the purpose of assessing compliance, and ICANN will (a) give
reasonable advance notice of any such audit, which notice shall specify in
reasonable detail the categories of documents, data and other information
requested by ICANN, and (b) use commercially reasonable efforts to conduct such
audit during regular business hours and in such a manner as to not unreasonably
disrupt the operations of Registry Operator.
As part of such audit and upon request by ICANN, Registry Operator shall
timely provide all responsive documents, data and any other information
reasonably necessary to demonstrate Registry Operator’s compliance with this
Agreement. Upon no less than ten (10)
calendar days notice (unless otherwise agreed to by
Registry Operator), ICANN may, as part of any contractual compliance audit,
conduct site visits during regular business hours to assess compliance by
Registry Operator with its representations and warranties contained in Article
1 of this Agreement and its covenants contained in Article 2 of this
Agreement. ICANN will treat any
information obtained in connection with such audits that is appropriately
marked as confidential (as required by Section 7.15) as Confidential
Information of Registry Operator in accordance with Section 7.15.
(b)
Any audit
conducted pursuant to Section 2.11(a) will be at ICANN’s expense, unless (i) Registry Operator (A) controls, is controlled by, is
under common control or is otherwise Affiliated with, any ICANN accredited
registrar or registrar reseller or any of their respective Affiliates, or (B)
has subcontracted the provision of Registry Services to an ICANN accredited
registrar or registrar reseller or any of their respective Affiliates, and, in
either case of (A) or (B) above, the audit relates to Registry Operator’s
compliance with Section 2.14, in which case Registry Operator shall reimburse
ICANN for all reasonable costs and expenses associated with the portion of the
audit related to Registry Operator’s compliance with Section 2.14, or (ii) the
audit is related to a discrepancy in the fees paid by Registry Operator
hereunder in excess of 5% in a given quarter to ICANN’s detriment, in which
case Registry Operator shall reimburse ICANN for all reasonable costs and
expenses associated with the entirety of such audit. In either such case of (i)
or (ii) above, such reimbursement will be paid together with the next Registry-
Level Fee payment due following the date of transmittal of the cost statement
for such audit.
(c)
Notwithstanding
Section 2.11(a), if Registry Operator is found not to be in compliance with its
representations and warranties contained in Article 1 of this Agreement or its
covenants contained in Article 2 of this Agreement in two consecutive audits conducted
pursuant to this Section 2.11, ICANN may increase the number of such audits to
one per calendar quarter.
(d)
Registry
Operator will give ICANN immediate notice of Registry Operator’s knowledge of
the commencement of any of the proceedings referenced in Section 4.3(d) or the
occurrence of any of the matters specified in Section 4.3(f).
2.12
Continued Operations Instrument.
Registry Operator shall comply with the terms and conditions relating to
the Continued Operations Instrument set forth in Specification 8 attached
hereto (“Specification 8”).
2.13
Emergency Transition.
Registry Operator agrees that, in the event that any of the emergency
thresholds for registry functions set forth in Section 6 of Specification 10 is
reached, ICANN may designate an emergency interim registry operator of the
registry for the TLD (an “Emergency Operator”) in accordance with ICANN’s
registry transition process (available at
<http://www.icann.org/en/resources/registries/transition-processes>) (as
the same may be amended from time to time, the “Registry Transition Process”)
until such time as Registry Operator has demonstrated to ICANN’s reasonable
satisfaction that it can resume operation of the registry for the TLD without
the reoccurrence of such failure.
Following such demonstration, Registry Operator may transition back into
operation of the registry for the TLD pursuant to the procedures set out in the
Registry Transition Process, provided that Registry Operator pays all
reasonable costs incurred (i) by ICANN as a result of
the designation of the Emergency Operator and (ii) by the Emergency Operator in
connection with the operation of the registry for the TLD, which costs shall be
documented in reasonable detail in records that shall be made available to
Registry Operator. In the event ICANN
designates an Emergency Operator pursuant to this Section 2.13 and the Registry
Transition Process, Registry Operator shall provide ICANN or any such Emergency
Operator with all data (including the data escrowed in accordance with Section
2.3) regarding operations of the registry for the TLD necessary to maintain
operations and registry functions that may be reasonably requested by ICANN or
such Emergency Operator. Registry
Operator agrees that ICANN may make any changes it deems necessary to the IANA
database for DNS and WHOIS records with respect to the TLD in the event that an
Emergency Operator is designated pursuant to this Section 2.13. In addition, in the event of such failure,
ICANN shall retain and may enforce its rights under the Continued Operations
Instrument.
2.14
Registry Code of Conduct. In
connection with the operation of the registry for the TLD, Registry Operator
shall comply with the Registry Code of Conduct as set forth in Specification 9
attached hereto (“Specification 9”).
2.15
Cooperation with Economic Studies. If
ICANN initiates or commissions an economic study on the impact or functioning
of new generic top-level domains on the Internet, the DNS or related matters,
Registry Operator shall reasonably cooperate with such study, including by
delivering to ICANN or its designee conducting such study all data related to
the operation of the TLD reasonably necessary for the purposes of such study
requested by ICANN or its designee, provided, that Registry Operator may
withhold (a) any internal analyses or evaluations prepared by Registry Operator
with respect to such data and (b) any data to the extent that the delivery of
such data would be in violation of applicable law. Any data delivered to ICANN or its designee
pursuant to this Section 2.15 that is appropriately marked as confidential (as
required by Section 7.15) shall be treated as Confidential Information of
Registry Operator in accordance with Section 7.15, provided that, if ICANN
aggregates and makes anonymous such data, ICANN or its designee may disclose
such data to any third party. Following
completion of an economic study for which Registry Operator has provided data,
ICANN will destroy all data provided by Registry Operator that has not been
aggregated and made anonymous.
2.16
Registry Performance Specifications.
Registry Performance Specifications for operation of the TLD will be as
set forth in Specification 10 attached hereto (“Specification 10”). Registry Operator shall comply with such
Performance Specifications and, for a period of at least one (1) year, shall
keep technical and operational records sufficient to evidence compliance with
such specifications for each calendar year during the Term.
2.17
Additional Public Interest Commitments.
Registry Operator shall comply with the public interest commitments set
forth in Specification 11 attached hereto (“Specification 11”).
2.18
Personal Data.
Registry Operator shall (i) notify each
ICANN-accredited registrar that is a party to the Registry-Registrar Agreement
for the TLD of the purposes for which data about any identified or identifiable
natural person (“Personal Data”) submitted to Registry Operator by such
registrar is collected and used under this Agreement or otherwise and the
intended recipients (or categories of recipients) of such Personal Data, and
(ii) require such registrar to obtain the consent of each registrant in the TLD
for such collection and use of Personal Data.
Registry Operator shall take reasonable steps to protect Personal Data
collected from such registrar 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.
ICANN
covenants and agrees with Registry Operator as follows:
3.1
Open and Transparent. Consistent with ICANN’s expressed mission
and core values, ICANN shall operate in an open and transparent manner.
3.2
Equitable Treatment.
ICANN shall not apply standards, policies, procedures or practices
arbitrarily, unjustifiably, or inequitably and shall not single out Registry
Operator for disparate treatment unless justified by substantial and reasonable
cause.
3.3
TLD Nameservers.
ICANN will use commercially reasonable efforts to ensure that any
changes to the TLD nameserver designations submitted to ICANN by Registry
Operator (in a format and with required technical elements specified by ICANN
at http://www.iana.org/domains/root/ will be implemented by ICANN within seven (7)
calendar days or as promptly as feasible following technical verifications.
3.4
Root-zone Information Publication.
ICANN’s publication of root-zone contact information for the TLD will
include Registry Operator and its administrative and technical contacts. Any request to modify the contact information
for the Registry Operator must be made in the format specified from time to
time by ICANN at http://www.iana.org/domains/root/.
3.5
Authoritative Root Database. To
the extent that ICANN is authorized to set policy with regard to an
authoritative root server system (the “Authoritative Root Server System”),
ICANN shall use commercially reasonable efforts to (a) ensure that the
authoritative root will point to the top-level domain nameservers designated by
Registry Operator for the TLD, (b) maintain a stable, secure, and authoritative
publicly available database of relevant information about the TLD, in
accordance with ICANN publicly available policies and procedures, and (c)
coordinate the Authoritative Root Server System so that it is operated and
maintained in a stable and secure manner; provided, that ICANN shall not be in
breach of this Agreement and ICANN shall have no liability in the event that
any third party (including any governmental entity or internet service
provider) blocks or restricts access to the TLD in any jurisdiction.
ARTICLE
4.
TERM AND TERMINATION
4.1
Term. The term of this
Agreement will be ten (10) years from the Effective Date (as such term may be
extended pursuant to Section 4.2, the “Term”).
(a)
This
Agreement will be renewed for successive periods of ten (10) years upon the
expiration of the initial Term set forth in Section 4.1 and each successive
Term, unless:
(i)
Following
notice by ICANN to Registry Operator of a fundamental and material breach of
Registry Operator’s covenants set forth in Article 2 or breach of its payment
obligations under Article 6 of this Agreement, which notice shall include with
specificity the details of the alleged breach, and such breach has not been
cured within thirty (30) calendar days of such notice, (A) an arbitrator or
court of competent jurisdiction has finally determined that Registry Operator
has been in fundamental and material breach of such covenant(s) or in breach of
its payment obligations, and (B) Registry Operator has failed to comply with
such determination and cure such breach within ten (10) calendar days or such
other time period as may be determined by the arbitrator or court of competent
jurisdiction; or
(ii)
During the
then current Term, Registry Operator shall have been found by an arbitrator
(pursuant to Section 5.2 of this Agreement) or a court of competent
jurisdiction on at least three (3) separate occasions to have been in (A)
fundamental and material breach (whether or not cured) of Registry Operator’s
covenants set forth in Article 2 or (B) breach of its payment obligations under
Article 6 of this Agreement.
(b)
Upon the
occurrence of the events set forth in Section 4.2(a) (i)
or (ii), the Agreement shall terminate at the expiration of the then-current
Term.
(a)
ICANN may,
upon notice to Registry Operator, terminate this Agreement if: (i) Registry
Operator fails to cure (A) any fundamental and material breach of Registry
Operator’s representations and warranties set forth in Article 1 or covenants
set forth in Article 2, or (B) any breach of Registry Operator’s payment
obligations set forth in Article 6 of this Agreement, each within thirty (30)
calendar days after ICANN gives Registry Operator notice of such breach, which
notice will include with specificity the details of the alleged breach, (ii) an
arbitrator or court of competent jurisdiction has finally determined that
Registry Operator is in fundamental and material breach of such covenant(s) or
in breach of its payment obligations, and (iii) Registry Operator fails to
comply with such determination and cure such breach within ten (10) calendar
days or such other time period as may be determined by the arbitrator or court
of competent jurisdiction.
(b)
ICANN may,
upon notice to Registry Operator, terminate this Agreement if Registry Operator
fails to complete all testing and procedures (identified by ICANN in writing to
Registry Operator prior to the date hereof) for delegation of the TLD into the
root zone within twelve (12) months of the Effective Date. Registry Operator
may request an extension for up to additional twelve (12) months for delegation
if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry
Operator is working diligently and in good faith toward successfully completing
the steps necessary for delegation of the TLD. Any fees paid by Registry
Operator to ICANN prior to such termination date shall be retained by ICANN in
full.
(c)
ICANN may,
upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of
Registry Operator’s obligations set forth in Section 2.12 of this Agreement
within thirty (30) calendar days of delivery of notice of such breach by ICANN,
or if the Continued Operations Instrument is not in effect for greater than
sixty (60) consecutive calendar days at any time following the Effective Date,
(ii) an arbitrator or court of competent jurisdiction has finally determined
that Registry Operator is in material breach of such covenant, and (iii)
Registry Operator fails to cure such breach within ten (10) calendar days or
such other time period as may be determined by the arbitrator or court of
competent jurisdiction.
(d)
ICANN may,
upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of
creditors or similar act, (ii) attachment, garnishment or similar proceedings
are commenced against Registry Operator, which proceedings are a material
threat to Registry Operator’s ability to operate the registry for the TLD, and
are not dismissed within sixty (60) calendar days of their commencement, (iii)
a trustee, receiver, liquidator or equivalent is appointed in place of Registry
Operator or maintains control over any of Registry Operator’s property, (iv)
execution is levied upon any material property of Registry Operator that, if
levied, would reasonably be expected to materially and adversely affect
Registry Operator’s ability to operate the registry for the TLD, (v) proceedings
are instituted by or against Registry Operator under any bankruptcy,
insolvency, reorganization or other laws relating to the relief of debtors and
such proceedings are not dismissed within sixty (60) calendar days of their
commencement (if such proceedings are instituted by Registry Operator or its
Affiliates) or one hundred and eighty (180) calendar days of their commencement
(if such proceedings are instituted by a third party against Registry
Operator), or (vi) Registry Operator files for protection under the United
States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent
or liquidates, dissolves or otherwise discontinues its operations or the
operation of the TLD.
(e)
ICANN may,
upon thirty (30) calendar days’ notice to Registry Operator, terminate this
Agreement pursuant to a determination by any PDDRP panel or RRDRP panel under
Section 2 of Specification 7 or a determination by any PICDRP panel under Section 2, Section 3 or any other
applicable Section of Specification 11, subject to Registry Operator’s right to
challenge such termination as set forth in the applicable procedure described
therein.
(f)
ICANN may,
upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is
convicted of a misdemeanor related to financial activities or of any felony, or
is judged by a court of competent jurisdiction to have committed fraud or
breach of fiduciary duty, or is the subject of a judicial determination that
ICANN reasonably deems as the substantive equivalent of any of the foregoing
and such officer is not terminated within thirty (30) calendar days of Registry
Operator’s knowledge of the foregoing, or (ii) any member of Registry
Operator’s board of directors or similar governing body is convicted of a
misdemeanor related to financial activities or of any felony, or is judged by a
court of competent jurisdiction to have committed fraud or breach of fiduciary
duty, or is the subject of a judicial determination that ICANN reasonably deems
as the substantive equivalent of any of the foregoing and such member is not
removed from Registry Operator’s board of directors or similar governing body
within thirty (30) calendar days of Registry Operator’s knowledge of the
foregoing.
(g)
ICANN may,
upon thirty (30) calendar days’ notice to Registry Operator, terminate this
Agreement as specified in Section 7.5.
4.4
Termination by Registry Operator.
(a)
Registry
Operator may terminate this Agreement upon notice to ICANN if (i) ICANN fails to cure any fundamental and material breach
of ICANN’s covenants set forth in Article 3, within thirty (30) calendar days
after Registry Operator gives ICANN notice of such breach, which notice will
include with specificity the details of the alleged breach, (ii) an arbitrator or
court of competent jurisdiction has finally determined that ICANN is in
fundamental and material breach of such covenants, and (iii) ICANN fails to
comply with such determination and cure such breach within ten (10) calendar
days or such other time period as may be
determined by the arbitrator or court of competent jurisdiction.
(b)
Registry
Operator may terminate this Agreement for any reason upon one hundred eighty
(180) calendar day advance notice to ICANN.
4.5
Transition of Registry upon Termination of
Agreement. Upon expiration of the Term pursuant to
Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to
Section 4.3 or Section 4.4, Registry Operator shall provide ICANN or any
successor registry operator that may be designated by ICANN for the TLD in
accordance with this Section 4.5 with all data (including the data escrowed in
accordance with Section 2.3) regarding operations of the registry for the TLD
necessary to maintain operations and registry functions that may be reasonably
requested by ICANN or such successor registry operator. After consultation with Registry Operator,
ICANN shall determine whether or not to transition operation of the TLD to a
successor registry operator in its sole discretion and in conformance with the
Registry Transition Process; provided, however, that (i)
ICANN will take into consideration any intellectual property rights of Registry
Operator (as communicated to ICANN by Registry Operator) in determining whether
to transition operation of the TLD to a successor registry operator and (ii) if
Registry Operator demonstrates to ICANN’s reasonable satisfaction that (A) all
domain name registrations in the TLD are registered to, and maintained by,
Registry Operator or its Affiliates for their exclusive use, (B) Registry
Operator does not sell, distribute or transfer control or use of any
registrations in the TLD to any third party that is not an Affiliate of
Registry Operator, and (C) transitioning operation of the TLD is not necessary
to protect the public interest, then ICANN may not transition operation of the
TLD to a successor registry operator upon the expiration or termination of this
Agreement without the consent of Registry Operator (which shall not be
unreasonably withheld, conditioned or delayed).
For the avoidance of doubt, the foregoing sentence shall not prohibit
ICANN from delegating the TLD pursuant to a future application process for the
delegation of top-level domains, subject to any processes and objection
procedures instituted by ICANN in connection with such application process
intended to protect the rights of third parties. Registry Operator agrees that ICANN may make
any changes it deems necessary to the IANA database for DNS and WHOIS records
with respect to the TLD in the event of a transition of the TLD pursuant to
this Section 4.5. In addition, ICANN or
its designee shall retain and may enforce its rights under the Continued
Operations Instrument for the maintenance and operation of the TLD, regardless
of the reason for termination or expiration of this Agreement.
4.6
Effect of Termination. Upon
any expiration of the Term or termination of this Agreement, the obligations
and rights of the parties hereto shall cease, provided that such expiration or
termination of this Agreement shall not relieve the parties of any obligation
or breach of this Agreement accruing prior to such expiration or termination,
including, without limitation, all accrued payment obligations arising under
Article 6. In addition, Article 5,
Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the
expiration or termination of this Agreement.
For the avoidance of doubt, the rights of Registry Operator to operate
the registry for the TLD shall immediately cease upon any expiration of the
Term or termination of this Agreement.
5.1
Mediation. In the event of any
dispute arising under or in connection with this Agreement, before either party
may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry
Operator must attempt to resolve the dispute through mediation in accordance
with the following terms and conditions:
(a)
A party
shall submit a dispute to mediation by written notice to the other party. The
mediation shall be conducted by a single mediator selected by the parties. If
the parties cannot agree on a mediator within fifteen (15) calendar days of
delivery of written notice pursuant to this Section 5.1, the parties will
promptly select a mutually acceptable mediation provider entity, which entity
shall, as soon as practicable following such entity’s selection, designate a
mediator, who is a licensed attorney with general knowledge of contract law,
has no ongoing business relationship with either party and, to the extent
necessary to mediate the particular dispute, general knowledge of the domain
name system. Any mediator must confirm in writing that he or she is not, and
will not become during the term of the mediation, an employee, partner,
executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the
appointed mediator, then a replacement mediator shall be appointed pursuant to
this Section 5.1(a).
(b)
The mediator
shall conduct the mediation in accordance with the rules and procedures that he
or she determines following consultation with the parties. The parties shall discuss the dispute in good
faith and attempt, with the mediator’s assistance, to reach an amicable
resolution of the dispute. The mediation
shall be treated as a settlement discussion and shall therefore be confidential
and may not be used against either party in any later proceeding relating to
the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party
in any later proceeding relating to the dispute.
(c)
Each party
shall bear its own costs in the mediation.
The parties shall share equally the fees and expenses of the
mediator. Each party shall treat
information received from the other party pursuant to the mediation that is
appropriately marked as confidential (as required by Section 7.15) as
Confidential Information of such other party in accordance with Section 7.15.
(d)
If the
parties have engaged in good faith participation in the mediation but have not
resolved the dispute for any reason, either party or the mediator may terminate
the mediation at any time and the dispute can then proceed to arbitration
pursuant to Section 5.2 below. If the
parties have not resolved the dispute for any reason by the date that is ninety
(90) calendar days following the date of the notice delivered pursuant to
Section 5.1(a), the mediation shall automatically terminate (unless extended by
agreement of the parties) and the dispute can then proceed to arbitration
pursuant to Section 5.2 below.
5.2
Arbitration. Disputes arising under or
in connection with this Agreement that are not resolved pursuant to Section
5.1, including requests for specific performance, will be resolved through
binding arbitration conducted pursuant to the rules of the International Court
of Arbitration of the International Chamber of Commerce (the “ICC”). The arbitration will be conducted in the
English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single
arbitrator, unless (i) ICANN is seeking punitive or
exemplary damages, or operational sanctions, (ii) the parties agree in writing
to a greater number of arbitrators, or (iii) the dispute arises under Section
7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration
will be in front of three arbitrators with each party nominating one arbitrator
for confirmation by the ICC and the two selected arbitrators nominating the
third arbitrator for confirmation by the ICC.
For an arbitration in front of a sole arbitrator, Registry Operator and
ICANN may, by mutual agreement, nominate the sole arbitrator for confirmation
by the ICC. If the parties fail to
nominate a sole arbitrator or, in the case of an arbitration in front of three
arbitrators, either party fails to nominate an arbitrator, in each case within
thirty (30) calendar days from the date when a party’s request for arbitration
has been received by the other party, or within such additional time as may be
allowed by the Secretariat of the Court of the ICC, the arbitrator(s) shall be
appointed by the ICC. If
any nominated arbitrator is not confirmed by the ICC, the party or persons that
appointed such arbitrator shall promptly nominate a replacement arbitrator for
confirmation by the ICC. In order to
expedite the arbitration and limit its cost, the arbitrator(s) shall establish
page limits for the parties’ filings in conjunction with the arbitration, and
should the arbitrator(s) determine that a hearing is necessary, the hearing
shall be limited to one (1) calendar day, provided that in any arbitration in
which ICANN is seeking punitive or exemplary damages, or operational sanctions,
the hearing may be extended for one (1) additional calendar day if agreed upon
by the parties or ordered by the arbitrator(s) based on the arbitrator(s)
independent determination or the reasonable request of one of the parties
thereto. The prevailing party in the
arbitration will have the right to recover its costs and reasonable attorneys’
fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that
Registry Operator has been repeatedly and willfully in fundamental and material
breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of
this Agreement, ICANN may request the arbitrators award punitive or exemplary
damages, or operational sanctions (including without limitation an order
temporarily restricting Registry Operator’s right to sell new
registrations). Each party shall treat
information received from the other party pursuant to the arbitration that is
appropriately marked as confidential (as required by Section 7.15) as
Confidential Information of such other party in accordance with Section 7.15.
In any litigation involving ICANN concerning this Agreement, jurisdiction and
exclusive venue for such litigation will be in a court located in Los Angeles
County, California; however, the parties will also have the right to enforce a
judgment of such a court in any court of competent jurisdiction.
5.3
Limitation of Liability. ICANN’s
aggregate monetary liability for violations of this Agreement will not exceed
an amount equal to the Registry-Level Fees paid by Registry Operator to ICANN
within the preceding twelve-month period pursuant to this Agreement (excluding
the Variable Registry-Level Fee set forth in Section 6.3, if any). Registry Operator’s aggregate monetary
liability to ICANN for breaches of this Agreement will be limited to an amount
equal to the fees paid to ICANN during the preceding twelve-month period
(excluding the Variable Registry-Level Fee set forth in Section 6.3, if any),
and punitive and exemplary damages, if any, awarded in accordance with Section
5.2, except with respect to Registry Operator’s indemnification obligations
pursuant to Section 7.1 and Section 7.2.
In no event shall either party be liable for special, punitive,
exemplary or consequential damages arising out of or in connection with this
Agreement or the performance or nonperformance of obligations undertaken in
this Agreement, except as provided in Section 5.2. Except as otherwise provided in this
Agreement, neither party makes any warranty, express or implied, with respect
to the services rendered by itself, its servants or agents, or the results
obtained from their work, including, without limitation, any implied warranty
of merchantability, non-infringement or fitness for a particular purpose.
5.4
Specific Performance.
Registry Operator and ICANN agree that irreparable damage could occur if
any of the provisions of this Agreement was not performed in accordance with
its specific terms. Accordingly, the
parties agree that they each shall be entitled to seek from the arbitrator or
court of competent jurisdiction specific performance of the terms of this Agreement
(in addition to any other remedy to which each party is entitled).
(a)
Registry
Operator shall pay ICANN a registry-level fee equal to (i)
the registry fixed fee of US$6,250 per calendar quarter and (ii) the
registry-level transaction fee (collectively, the “Registry-Level Fees”). The registry-level transaction fee will be
equal to the number of annual increments of an initial or renewal domain name
registration (at one or more levels, and including renewals associated with
transfers from one ICANN-accredited registrar to another, each a
“Transaction”), during the applicable calendar quarter multiplied by US$0.25;
provided, however that the registry-level transaction fee shall not apply until
and unless more than 50,000 Transactions have occurred in the TLD during any
calendar quarter or any consecutive four calendar quarter period in the
aggregate (the “Transaction Threshold”) and shall apply to each Transaction
that occurred during each quarter in which the Transaction Threshold has been met,
but shall not apply to each quarter in which the Transaction Threshold has not
been met. Registry Operator’s obligation
to pay the quarterly registry-level fixed fee will begin on the date on which
the TLD is delegated in the DNS to Registry Operator. The first quarterly
payment of the registry-level fixed fee will be prorated based on the number of
calendar days between the delegation date and the end of the calendar quarter
in which the delegation date falls.
(b)
Subject to
Section 6.1(a), Registry Operator shall pay the Registry-Level Fees on a
quarterly basis to an account designated by ICANN within thirty (30) calendar
days following the date of the invoice provided by ICANN.
6.2
Cost Recovery for RSTEP.
Requests by Registry Operator for the approval of Additional Services
pursuant to Section 2.1 may be referred by ICANN to the Registry Services
Technical Evaluation Panel (“RSTEP”) pursuant to that process at
http://www.icann.org/en/registries/rsep/.
In the event that such requests are referred to RSTEP, Registry Operator
shall remit to ICANN the invoiced cost of the RSTEP review within fourteen (14)
calendar days of receipt of a copy of the RSTEP invoice from ICANN, unless
ICANN determines, in its sole and absolute discretion, to pay all or any
portion of the invoiced cost of such RSTEP review.
6.3
Variable Registry-Level Fee.
(a)
If the ICANN
accredited registrars (accounting, in the aggregate, for payment of two-thirds
of all registrar-level fees (or such portion of ICANN accredited registrars
necessary to approve variable accreditation fees under the then-current
registrar accreditation agreement), do not approve, pursuant to the terms of
their registrar accreditation agreements with ICANN, the variable accreditation
fees established by the ICANN Board of Directors for any ICANN fiscal year,
upon delivery of notice from ICANN, Registry Operator shall pay to ICANN a
variable registry-level fee, which shall be paid on a fiscal quarter basis, and
shall accrue as of the beginning of the first fiscal quarter of such ICANN
fiscal year (the “Variable Registry-Level Fee”). The fee will be calculated and invoiced by
ICANN on a quarterly basis, and shall be paid by Registry Operator within sixty
(60) calendar days with respect to the first quarter of such ICANN fiscal year
and within twenty (20) calendar days with respect to each remaining quarter of
such ICANN fiscal year, of receipt of the invoiced amount by ICANN. The Registry Operator may invoice and collect
the Variable Registry-Level Fees from the registrars that are party to a
Registry-Registrar Agreement with Registry Operator (which agreement may
specifically provide for the reimbursement of Variable Registry-Level Fees paid
by Registry Operator pursuant to this Section 6.3); provided, that the fees
shall be invoiced to all ICANN accredited registrars if invoiced to any. The Variable Registry-Level Fee, if
collectible by ICANN, shall be an obligation of Registry Operator and shall be
due and payable as provided in this Section 6.3 irrespective of Registry
Operator’s ability to seek and obtain reimbursement of such fee from
registrars. In the event ICANN later
collects variable accreditation fees for which Registry Operator has paid ICANN
a Variable Registry-Level Fee, ICANN shall reimburse the Registry Operator an
appropriate amount of the Variable Registry-Level Fee, as reasonably determined
by ICANN. If the ICANN accredited
registrars (as a group) do approve, pursuant to the terms of their registrar
accreditation agreements with ICANN, the variable accreditation fees
established by the ICANN Board of Directors for a fiscal year, ICANN shall not
be entitled to a Variable-Level Fee hereunder for such fiscal year,
irrespective of whether the ICANN accredited registrars comply with their
payment obligations to ICANN during such fiscal year.
(b)
The amount
of the Variable Registry-Level Fee will be specified for each registrar, and
may include both a per-registrar component and a transactional component. The per‑registrar component of the Variable Registry-Level
Fee shall be specified by ICANN in accordance with the budget adopted by the
ICANN Board of Directors for each ICANN fiscal year. The transactional component of the Variable
Registry-Level Fee shall be specified by ICANN in accordance with the budget
adopted by the ICANN Board of Directors for each ICANN fiscal year but shall
not exceed US$0.25 per domain name registration (including renewals associated
with transfers from one ICANN accredited registrar to another) per year.
6.4
Pass Through Fees. Registry Operator shall pay to ICANN (i) a one-time fee equal to US$5,000 for access to and use
of the Trademark Clearinghouse as described in Specification 7 (the “RPM Access
Fee”) and (ii) US$0.25 per Sunrise
Registration and Claims Registration (as such terms are used in Trademark
Clearinghouse RPMs incorporated herein pursuant to Specification 7) (the “RPM
Registration Fee”). The RPM Access Fee
will be invoiced as of the Effective Date of this Agreement, and Registry
Operator shall pay such fee to an account specified by ICANN within thirty (30)
calendar days following the date of the invoice. ICANN will invoice Registry Operator
quarterly for the RPM Registration Fee, which shall be due in accordance with
the invoicing and payment procedure specified in Section 6.1.
6.5
Adjustments to Fees. Notwithstanding any of the fee limitations set forth in this
Article 6, commencing upon the expiration of the first year of this Agreement,
and upon the expiration of each year thereafter during the Term, the then-current
fees set forth in Section 6.1 and Section 6.3 may be adjusted, at ICANN’s
discretion, by a percentage equal to the percentage change, if any, in (i) the Consumer Price Index for All Urban Consumers, U.S.
City Average (1982-1984 = 100) published by the United States Department of
Labor, Bureau of Labor Statistics, or any successor index (the “CPI”) for the
month which is one (1) month prior to the commencement of the applicable year,
over (ii) the CPI published for the month which is one (1) month prior to the
commencement of the immediately prior year.
In the event of any such increase, ICANN shall provide notice to
Registry Operator specifying the amount of such adjustment. Any fee adjustment under this Section 6.5
shall be effective as of the first day of the first calendar quarter following
at least thirty (30) days after ICANN’s delivery to Registry Operator of such
fee adjustment notice.
6.6
Additional Fee on Late Payments. For
any payments thirty (30) calendar days or more overdue under this Agreement,
Registry Operator shall pay an additional fee on late payments at the rate of
1.5% per month or, if less, the maximum rate permitted by applicable law.
6.7
Fee
Reduction Waiver. In ICANN’s sole discretion, ICANN may reduce
the amount of registry fees payable hereunder by Registry Operator for any
period of time (“Fee Reduction Waiver”).
Any such Fee Reduction Waiver may, as determined by ICANN in its sole
discretion, be (a) limited in duration and (b) conditioned upon Registry
Operator’s acceptance of the terms and conditions set forth in such
waiver. A Fee Reduction Waiver shall
not be effective unless executed in writing by ICANN as contemplated by Section
7.6(i). ICANN
will provide notice of any Fee Reduction Waiver to Registry Operator in accordance
with Section 7.9.
(a)
Registry
Operator shall indemnify and defend ICANN and its directors, officers,
employees, and agents (collectively, “Indemnitees”) from and against any and
all third-party claims, damages, liabilities, costs, and expenses, including
reasonable legal fees and expenses, arising out of or relating to intellectual
property ownership rights with respect to the TLD, the delegation of the TLD to
Registry Operator, Registry Operator’s operation of the registry for the TLD or
Registry Operator’s provision of Registry Services, provided that Registry
Operator shall not be obligated to indemnify or defend any Indemnitee to the
extent the claim, damage, liability, cost or expense arose: (i) due to the
actions or omissions of ICANN, its subcontractors, panelists or evaluators
specifically related to and occurring during the registry TLD application
process (other than actions or omissions requested by or for the benefit of
Registry Operator), or (ii) due to a breach by ICANN of any obligation
contained in this Agreement or any willful misconduct by ICANN. This Section shall not be deemed to require
Registry Operator to reimburse or otherwise indemnify ICANN for costs
associated with the negotiation or execution of this Agreement, or with
monitoring or management of the parties’ respective obligations hereunder. Further, this Section shall not apply to any
request for attorney’s fees in connection with any litigation or arbitration
between or among the parties, which shall be governed by Article 5 or otherwise
awarded by a court of competent jurisdiction or arbitrator.
(b)
For any
claims by ICANN for indemnification whereby multiple registry operators
(including Registry Operator) have engaged in the same actions or omissions
that gave rise to the claim, Registry Operator’s aggregate liability to
indemnify ICANN with respect to such claim shall be limited to a percentage of
ICANN’s total claim, calculated by dividing the number of total domain names under
registration with Registry Operator within the TLD (which names under
registration shall be calculated consistently with Article 6 hereof for any
applicable quarter) by the total number of domain names under registration
within all top level domains for which the registry operators thereof are
engaging in the same acts or omissions giving rise to such claim. For the purposes of reducing Registry
Operator’s liability under Section 7.1(a) pursuant to this Section 7.1(b),
Registry Operator shall have the burden of identifying the other registry
operators that are engaged in the same actions or omissions that gave rise to
the claim, and demonstrating, to ICANN’s reasonable satisfaction, such other
registry operators’ culpability for such actions or omissions. For the avoidance of doubt, in the event that
a registry operator is engaged in the same acts or omissions giving rise to the
claims, but such registry operator(s) do not have the same or similar
indemnification obligations to ICANN as set forth in Section 7.1(a) above, the
number of domains under management by such registry operator(s) shall
nonetheless be included in the calculation in the preceding sentence.
7.2
Indemnification Procedures. If
any third-party claim is commenced that is indemnified under Section 7.1 above,
ICANN shall provide notice thereof to Registry Operator as promptly as
practicable. Registry Operator shall be
entitled, if it so elects, in a notice promptly delivered to ICANN, to
immediately take control of the defense and investigation of such claim and to
employ and engage attorneys reasonably acceptable to ICANN to handle and defend
the same, at Registry Operator’s sole cost and expense, provided that in all
events ICANN will be entitled to control at its sole cost and expense the
litigation of issues concerning the validity or interpretation of ICANN’s
policies, Bylaws or conduct. ICANN shall
cooperate, at Registry Operator’s cost and expense, in all reasonable respects
with Registry Operator and its attorneys in the investigation, trial, and
defense of such claim and any appeal arising therefrom, and may, at its own
cost and expense, participate, through its attorneys or otherwise, in such
investigation, trial and defense of such claim and any appeal arising
therefrom. No settlement of a claim that
involves a remedy affecting ICANN other than the payment of money in an amount
that is fully indemnified by Registry Operator will be entered into without the
consent of ICANN. If Registry Operator
does not assume full control over the defense of a claim subject to such
defense in accordance with this Section 7.2, ICANN will have the right to
defend the claim in such manner as it may deem appropriate, at the cost and
expense of Registry Operator and Registry Operator shall cooperate in such
defense.
7.3
Defined Terms. For
purposes of this Agreement, unless such definitions are amended pursuant to a
Consensus Policy at a future date, in which case the following definitions
shall be deemed amended and restated in their entirety as set forth in such
Consensus Policy, Security and Stability shall be defined as follows:
(a)
For the
purposes of this Agreement, an effect on “Security” shall mean (1) the
unauthorized disclosure, alteration, insertion or destruction of registry data,
or (2) the unauthorized access to or disclosure of information or resources on
the Internet by systems operating in accordance with all applicable standards.
(b)
For purposes
of this Agreement, an effect on “Stability” shall refer to (1) lack of
compliance with applicable relevant standards that are authoritative and
published by a well-established and recognized Internet standards body, such as
the relevant Standards-Track or Best Current Practice Requests for Comments
(“RFCs”) sponsored by the Internet Engineering Task Force; or (2) the creation
of a condition that adversely affects the throughput, response time,
consistency or coherence of responses to Internet servers or end systems
operating in accordance with applicable relevant standards that are
authoritative and published by a well-established and recognized Internet
standards body, such as the relevant Standards-Track or Best Current Practice
RFCs, and relying on Registry Operator’s delegated information or provisioning
of services.
7.4
No Offset. All payments due under
this Agreement will be made in a timely manner throughout the Term and
notwithstanding the pendency of any dispute (monetary or otherwise) between
Registry Operator and ICANN.
7.5
Change of Control; Assignment and
Subcontracting. Except as set forth in this Section 7.5,
neither party may assign any of its rights and obligations under this Agreement
without the prior written approval of the other party, which approval will not
be unreasonably withheld. For purposes
of this Section 7.5, a direct or indirect change of control of Registry
Operator or any subcontracting arrangement that relates to any Critical
Function (as identified in Section 6 of Specification 10) for the TLD (a
“Material Subcontracting Arrangement”) shall be deemed an assignment.
(a)
Registry Operator
must provide no less than thirty (30) calendar days advance notice to ICANN of
any assignment or Material Subcontracting Arrangement, and any agreement to
assign or subcontract any portion of the operations of the TLD (whether or not
a Material Subcontracting Arrangement) must mandate compliance with all
covenants, obligations and agreements by Registry Operator hereunder, and
Registry Operator shall continue to be bound by such covenants, obligations and
agreements. Registry Operator must also
provide no less than thirty (30) calendar days advance notice to ICANN prior to
the consummation of any transaction anticipated to result in a direct or
indirect change of control of Registry Operator.
(b)
Within
thirty (30) calendar days of either such notification pursuant to Section
7.5(a), ICANN may request additional information from Registry Operator
establishing (i) compliance with this Agreement and
(ii) that the party acquiring such control or entering into such assignment or
Material Subcontracting Arrangement (in any case, the “Contracting Party”) and
the ultimate parent entity of the Contracting Party meets the ICANN-adopted
specification or policy on registry operator criteria then in effect (including
with respect to financial resources and operational and technical
capabilities), in which case Registry Operator must supply the requested
information within fifteen (15) calendar days.
(c)
Registry
Operator agrees that ICANN’s consent to any assignment, change of control or
Material Subcontracting Arrangement will also be subject to background checks
on any proposed Contracting Party (and such Contracting Party’s
Affiliates).
(d)
If ICANN
fails to expressly provide or withhold its consent to any assignment, direct or
indirect change of control of Registry Operator or any Material Subcontracting
Arrangement within thirty (30) calendar days of ICANN’s receipt of notice of
such transaction (or, if ICANN has requested additional information from
Registry Operator as set forth above, thirty (30) calendar days of the receipt
of all requested written information regarding such transaction) from Registry
Operator, ICANN shall be deemed to have consented to such transaction.
(e)
In
connection with any such assignment, change of control or Material
Subcontracting Arrangement, Registry Operator shall comply with the Registry
Transition Process.
(f)
Notwithstanding
the foregoing, (i) any consummated change of control
shall not be voidable by ICANN; provided, however, that, if ICANN reasonably
determines to withhold its consent to such transaction, ICANN may terminate
this Agreement pursuant to Section 4.3(g), (ii) ICANN may assign this Agreement
without the consent of Registry Operator upon approval of the ICANN Board of
Directors in conjunction with a reorganization, reconstitution or
re-incorporation of ICANN upon such assignee’s express assumption of the terms
and conditions of this Agreement, (iii) Registry Operator may assign this
Agreement without the consent of ICANN directly to an
Affiliated Assignee, as that term is defined herein below, upon such Affiliated
Assignee’s express written assumption of the terms and conditions of this
Agreement, and (iv) ICANN shall be deemed to have consented to any assignment,
Material Subcontracting Arrangement or change of control transaction in which
the Contracting Party is an existing operator of a generic top-level domain
pursuant to a registry agreement between such Contracting Party and ICANN
(provided that such Contracting Party is then in compliance with the terms and
conditions of such registry agreement in all material respects), unless ICANN
provides to Registry Operator a written objection to such transaction within
ten (10) calendar days of ICANN’s receipt of notice of such transaction
pursuant to this Section 7.5.
Notwithstanding Section 7.5(a), in the event an assignment is made
pursuant to clauses (ii) or (iii) of this Section 7.5(f), the assigning party
will provide the other party with prompt notice following any such
assignment. For the purposes of this
Section 7.5(f), (A) “Affiliated Assignee” means a person or entity that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the person or entity specified,
and (B) “control” (including the terms “controlled by” and “under common
control with”) shall have the same meaning specified in Section 2.9(c) of this
Agreement.
(a)
If the ICANN
Board of Directors determines that an amendment to this Agreement (including to
the Specifications referred to herein) and all other registry agreements
between ICANN and the Applicable Registry Operators (the “Applicable Registry
Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a
Special Amendment pursuant to the requirements of and process set forth in this
Section 7.6; provided that a Special Amendment may not be a Restricted
Amendment.
(b)
Prior to
submitting a Special Amendment for Registry Operator Approval, ICANN shall
first consult in good faith with the Working Group regarding the form and
substance of such Special Amendment. The
duration of such consultation shall be reasonably determined by ICANN based on
the substance of the Special Amendment.
Following such consultation, ICANN may propose the adoption of a Special
Amendment by publicly posting such amendment on its website for no less than
thirty (30) calendar days (the “Posting Period”) and providing notice of such
proposed amendment to the Applicable Registry Operators in accordance with
Section 7.9. ICANN will consider the
public comments submitted on a Special Amendment during the Posting Period
(including comments submitted by the Applicable Registry Operators).
(c)
If, within
one hundred eighty (180) calendar days following the expiration of the Posting
Period (the “Approval Period”), the ICANN Board of Directors approves a Special
Amendment (which may be in a form different than submitted for public comment,
but must address the subject matter of the Special Amendment posted for public
comment, as modified to reflect and/or address input from the Working Group and
public comments), ICANN shall provide notice of, and submit, such Special
Amendment for approval or disapproval by the Applicable Registry
Operators. If, during the sixty (60)
calendar day period following the date ICANN provides such notice to the
Applicable Registry Operators, such Special Amendment receives Registry
Operator Approval, such Special Amendment shall be deemed approved (an
“Approved Amendment”) by the Applicable Registry Operators, and shall be
effective and deemed an amendment to this Agreement on the date that is sixty
(60) calendar days following the date ICANN provided notice of the approval of
such Approved Amendment to Registry Operator (the “Amendment Effective
Date”). In the event that a Special
Amendment does not receive Registry Operator Approval, the Special Amendment
shall be deemed not approved by the Applicable Registry Operators (a “Rejected
Amendment”). A Rejected Amendment will
have no effect on the terms and conditions of this Agreement, except as set
forth below.
(d)
If the ICANN
Board of Directors reasonably determines that a Rejected Amendment falls within
the subject matter categories set forth in Section 1.2 of Specification 1, the
ICANN Board of Directors may adopt a resolution (the date such resolution is
adopted is referred to herein as the “Resolution Adoption Date”) requesting an
Issue Report (as such term is defined in ICANN’s Bylaws) by the Generic Names
Supporting Organization (the “GNSO”) regarding the substance of such Rejected
Amendment. The policy development
process undertaken by the GNSO pursuant to such requested Issue Report is
referred to herein as a “PDP.” If such
PDP results in a Final Report supported by a GNSO Supermajority (as defined in
ICANN’s Bylaws) that either (i) recommends adoption
of the Rejected Amendment as Consensus Policy or (ii) recommends against
adoption of the Rejected Amendment as Consensus Policy, and, in the case of (i) above, the Board adopts such Consensus Policy, Registry
Operator shall comply with its obligations pursuant to Section 2.2 of this
Agreement. In either case, ICANN will abandon the Rejected Amendment and it will
have no effect on the terms and conditions of this Agreement. Notwithstanding the foregoing provisions of
this Section 7.6(d), the ICANN Board of Directors shall not be required to
initiate a PDP with respect to a Rejected Amendment if, at any time in the
twelve (12) month period preceding the submission of such Rejected Amendment
for Registry Operator Approval pursuant to Section 7.6(c), the subject matter
of such Rejected Amendment was the subject of a concluded or otherwise
abandoned or terminated PDP that did not result in a GNSO Supermajority
recommendation.
(e)
If (a) a
Rejected Amendment does not fall within the subject matter categories set forth
in Section 1.2 of Specification 1, (b) the subject matter of a Rejected
Amendment was, at any time in the twelve (12) month period preceding the
submission of such Rejected Amendment for Registry Operator Approval pursuant
to Section 7.6(c), the subject of a concluded or otherwise abandoned or
terminated PDP that did not result in a GNSO Supermajority recommendation, or
(c) a PDP does not result in a Final Report supported by a GNSO Supermajority
that either (A) recommends adoption of the Rejected Amendment as Consensus
Policy or (B) recommends against adoption of the Rejected Amendment as
Consensus Policy (or such PDP has otherwise been abandoned or terminated for
any reason), then, in any such case, such Rejected Amendment may still be
adopted and become effective in the manner described below. In order for the Rejected Amendment to be
adopted, the following requirements must be satisfied:
(i)
the subject matter of the Rejected Amendment must be within the
scope of ICANN’s mission and consistent with a balanced application of its core
values (as described in ICANN’s Bylaws);
(ii)
the Rejected Amendment must be justified by a Substantial and
Compelling Reason in the Public Interest, must be likely to promote such
interest, taking into account competing public and private interests that are
likely to be affected by the Rejected Amendment, and must be narrowly tailored
and no broader than reasonably necessary to address such Substantial and
Compelling Reason in the Public Interest;
(iii)
to the extent the Rejected Amendment prohibits or requires conduct
or activities, imposes material costs on the Applicable Registry Operators, and/or
materially reduces public access to domain name services, the Rejected
Amendment must be the least restrictive means reasonably available to address
the Substantial and Compelling Reason in the Public Interest;
(iv)
the ICANN Board of Directors must submit the Rejected Amendment,
along with a written explanation of the reasoning related to its determination
that the Rejected Amendment meets the requirements set out in subclauses (i) through (iii) above, for public comment for a period of
no less than thirty (30) calendar days; and
(v)
following such public comment period, the ICANN Board of Directors
must (a) engage in consultation (or direct ICANN management to engage in
consultation) with the Working Group, subject matter experts, members of the
GNSO, relevant advisory committees and other interested stakeholders with
respect to such Rejected Amendment for a period of no less than sixty (60)
calendar days; and (b) following such consultation, reapprove the Rejected
Amendment (which may be in a form different than submitted for Registry
Operator Approval, but must address the subject matter of the Rejected
Amendment, as modified to reflect and/or address input from the Working Group
and public comments) by the affirmative vote of at least two-thirds of the members
of the ICANN Board of Directors eligible to vote on such matter, taking into
account any ICANN policy affecting such eligibility, including ICANN’s Conflict
of Interest Policy (a “Board Amendment”).
Such Board Amendment shall, subject to
Section 7.6(f), be deemed an Approved Amendment, and shall be effective and
deemed an amendment to this Agreement on the date that is sixty (60) calendar
days following the date ICANN provided notice of the approval of such Board
Amendment to Registry Operator (which effective date shall be deemed the
Amendment Effective Date hereunder).
Notwithstanding the foregoing, a Board Amendment may not amend the
registry fees charged by ICANN hereunder, or amend this Section 7.6.
(f)
Notwithstanding
the provisions of Section 7.6(e), a Board Amendment shall not be deemed an
Approved Amendment if, during the thirty (30) calendar day period following the
approval by the ICANN Board of Directors of the Board Amendment, the Working
Group, on the behalf of the Applicable Registry Operators, submits to the ICANN
Board of Directors an alternative to the Board Amendment (an “Alternative
Amendment”) that meets the following requirements:
(i)
sets forth the precise text proposed by the Working Group to amend
this Agreement in lieu of the Board Amendment;
(ii)
addresses the Substantial and Compelling Reason in the Public
Interest identified by the ICANN Board of Directors as the justification for
the Board Amendment; and
(iii)
compared to the Board Amendment is: (a) more narrowly tailored to address such
Substantial and Compelling Reason in the Public Interest, and (b) to the extent
the Alternative Amendment prohibits or requires conduct or activities, imposes
material costs on Affected Registry Operators, or materially reduces access to
domain name services, is a less restrictive means to address the Substantial
and Compelling Reason in the Public Interest.
Any proposed amendment that does not meet the
requirements of subclauses (i) through (iii) in the
immediately preceding sentence shall not be considered an Alternative Amendment
hereunder and therefore shall not supersede or delay the effectiveness of the
Board Amendment. If, following the
submission of the Alternative Amendment to the ICANN Board of Directors, the
Alternative Amendment receives Registry Operator Approval, the Alternative
Amendment shall supersede the Board Amendment and shall be deemed an Approved
Amendment hereunder (and shall be effective and deemed an amendment to this
Agreement on the date that is sixty (60) calendar days following the date ICANN
provided notice of the approval of such Alternative Amendment to Registry
Operator, which effective date shall deemed the Amendment Effective Date
hereunder), unless, within a period of sixty (60) calendar days following the
date that the Working Group notifies the ICANN Board of Directors of Registry
Operator Approval of such Alternative Amendment (during which time ICANN shall
engage with the Working Group with respect to the Alternative Amendment), the
ICANN Board of Directors by the affirmative vote of at least two-thirds of the
members of the ICANN Board of Directors eligible to vote on such matter, taking
into account any ICANN policy affecting such eligibility, including ICANN’s
Conflict of Interest Policy, rejects the Alternative Amendment. If (A) the Alternative Amendment does not
receive Registry Operator Approval within thirty (30) calendar days of
submission of such Alternative Amendment to the Applicable Registry Operators
(and the Working Group shall notify ICANN of the date of such submission), or
(B) the ICANN Board of Directors rejects the Alternative Amendment by such
two-thirds vote, the Board Amendment (and not the Alternative Amendment) shall
be effective and deemed an amendment to this Agreement on the date that is
sixty (60) calendar days following the date ICANN provided notice to Registry
Operator (which effective date shall deemed the Amendment Effective Date
hereunder). If the ICANN Board of
Directors rejects an Alternative Amendment, the board shall publish a written
rationale setting forth its analysis of the criteria set forth in Sections
7.6(f)(i) through 7.6(f)(iii). The ability of the ICANN Board of Directors
to reject an Alternative Amendment hereunder does not relieve the Board of the
obligation to ensure that any Board Amendment meets the criteria set forth in
Section 7.6(e)(i) through 7.6(e)(v).
(g)
In the event
that Registry Operator believes an Approved Amendment does not meet the
substantive requirements set out in this Section 7.6 or has been adopted in
contravention of any of the procedural provisions of this Section 7.6, Registry
Operator may challenge the adoption of such Special Amendment pursuant to the
dispute resolution provisions set forth in Article 5, except that such
arbitration shall be conducted by a three-person arbitration panel. Any such
challenge must be brought within sixty (60) calendar days following the date
ICANN provided notice to Registry Operator of the Approved Amendment, and ICANN
may consolidate all challenges brought by registry operators (including
Registry Operator) into a single proceeding.
The Approved Amendment will be deemed not to have amended this Agreement
during the pendency of the dispute resolution process.
(h)
Registry
Operator may apply in writing to ICANN for an exemption from the Approved
Amendment (each such request submitted by Registry Operator hereunder, an
“Exemption Request”) during the thirty (30) calendar day period following the
date ICANN provided notice to Registry Operator of such Approved Amendment. Each Exemption Request will set forth the
basis for such request and provide detailed support for an exemption from the
Approved Amendment. An Exemption Request
may also include a detailed description and support for any alternatives to, or
a variation of, the Approved Amendment proposed by such Registry Operator. An Exemption Request may only be granted upon
a clear and convincing showing by Registry Operator that compliance with the
Approved Amendment conflicts with applicable laws or would have a material
adverse effect on the long-term financial condition or results of operations of
Registry Operator. No Exemption Request
will be granted if ICANN determines, in its reasonable discretion, that
granting such Exemption Request would be materially harmful to registrants or
result in the denial of a direct benefit to registrants. Within ninety (90) calendar days of ICANN’s
receipt of an Exemption Request, ICANN shall either approve (which approval may
be conditioned or consist of alternatives to or a variation of the Approved
Amendment) or deny the Exemption Request in writing, during which time the
Approved Amendment will not amend this Agreement. If the Exemption Request is approved by
ICANN, the Approved Amendment will not amend this Agreement; provided, that any
conditions, alternatives or variations of the Approved Amendment required by
ICANN shall be effective and, to the extent applicable, will amend this
Agreement as of the Amendment Effective Date.
If such Exemption Request is denied by ICANN, the Approved Amendment
will amend this Agreement as of the Amendment Effective Date (or, if such date
has passed, such Approved Amendment shall be deemed effective immediately on
the date of such denial), provided that Registry Operator may, within thirty (30)
calendar days following receipt of ICANN’s determination, appeal ICANN’s
decision to deny the Exemption Request pursuant to the dispute resolution
procedures set forth in Article 5. The Approved Amendment will be deemed not to
have amended this Agreement during the pendency of the dispute resolution
process. For avoidance of doubt, only
Exemption Requests submitted by Registry Operator that are approved by ICANN
pursuant to this Section 7.6(j), agreed to by ICANN following mediation
pursuant to Section 5.1 or through an arbitration decision pursuant to Section
5.2 shall exempt Registry Operator from any Approved Amendment, and no
Exemption Request granted to any other Applicable Registry Operator (whether by
ICANN or through arbitration) shall have any effect under this Agreement or
exempt Registry Operator from any Approved Amendment.
(i)
Except as
set forth in this Section 7.6, Section 7.7 and as otherwise set forth in this
Agreement and the Specifications hereto, no amendment, supplement or
modification of this Agreement or any provision hereof shall be binding unless
executed in writing by both parties, and nothing in this Section 7.6 or Section
7.7 shall restrict ICANN and Registry Operator from entering into bilateral
amendments and modifications to this Agreement negotiated solely between the
two parties. No waiver of any provision
of this Agreement shall be binding unless evidenced by a writing signed by the
party waiving compliance with such provision.
No waiver of any of the provisions of this Agreement or failure to
enforce any of the provisions hereof shall be deemed or shall constitute a
waiver of any other provision hereof, nor shall any such waiver constitute a
continuing waiver unless otherwise expressly provided. For the avoidance of doubt, nothing in this
Sections 7.6 or 7.7 shall be deemed to limit Registry Operator’s obligation to
comply with Section 2.2.
(j)
For purposes
of this Section 7.6, the following terms shall have the following meanings:
(i)
“Applicable Registry Operators” means, collectively, the registry
operators of top-level domains party to a registry agreement that contains a
provision similar to this Section 7.6, including Registry Operator.
(ii)
“Registry Operator Approval” means the receipt of each of the
following: (A) the affirmative approval
of the Applicable Registry Operators whose payments to ICANN accounted for
two-thirds of the total amount of fees (converted to U.S. dollars, if
applicable, at the prevailing exchange rate published the prior day in the U.S.
Edition of the Wall Street Journal for the date such calculation is made by
ICANN) paid to ICANN by all the Applicable Registry Operators during the
immediately previous calendar year pursuant to the Applicable Registry
Agreements, and (B) the affirmative approval of a majority of the Applicable
Registry Operators at the time such approval is obtained. For the avoidance of doubt, with respect to
clause (B), each Applicable Registry Operator shall have one vote for each
top-level domain operated by such Registry Operator pursuant to an Applicable
Registry Agreement.
(iii)
“Restricted Amendment” means the following: (A) an amendment of Specification 1, (B)
except to the extent addressed in Section 2.10 hereof, an amendment that
specifies the price charged by Registry Operator to registrars for domain name
registrations, (C) an amendment to the definition of Registry Services as set
forth in the first paragraph of Section 2.1 of Specification 6, or (D) an
amendment to the length of the Term.
(iv)
“Substantial and Compelling Reason in the Public Interest” means a
reason that is justified by an important, specific, and articulated public
interest goal that is within ICANN's mission and consistent with a balanced
application of ICANN's core values as defined in ICANN's Bylaws.
(v)
“Working Group” means representatives of the Applicable Registry
Operators and other members of the community that the Registry Stakeholders
Group appoints, from time to time, to serve as a working group to consult on
amendments to the Applicable Registry Agreements (excluding bilateral
amendments pursuant to Section 7.6(i)).
(k)
Notwithstanding
anything in this Section 7.6 to the contrary, (i) if
Registry Operator provides evidence to ICANN's reasonable satisfaction that the
Approved Amendment would materially increase the cost of providing Registry
Services, then ICANN will allow up to one-hundred eighty (180) calendar days
for Approved Amendment to become effective with respect to Registry Operator,
and (ii) no Approved Amendment adopted pursuant to Section 7.6 shall become
effective with respect to Registry Operator if Registry Operator provides ICANN
with an irrevocable notice of termination pursuant to Section 4.4(b).
(a)
If either
the Chief Executive Officer of ICANN (“CEO”) or the Chairperson of the Registry
Stakeholder Group (“Chair”) desires to discuss any revision(s) to this
Agreement, the CEO or Chair, as applicable, shall provide written notice to the
other person, which shall set forth in reasonable detail the proposed revisions
to this Agreement (a “Negotiation Notice”).
Notwithstanding the foregoing, neither the CEO nor the Chair may (i) propose revisions to this Agreement that modify any
Consensus Policy then existing, (ii) propose revisions to this Agreement
pursuant to this Section 7.7 on or before June 30, 2014, or (iii) propose
revisions or submit a Negotiation Notice more than once during any twelve (12)
month period beginning on July 1, 2014.
(b)
Following
receipt of the Negotiation Notice by either the CEO or the Chair, ICANN and the
Working Group (as defined in Section 7.6) shall consult in good faith
negotiations regarding the form and substance of the proposed revisions to this
Agreement, which shall be in the form of a proposed amendment to this Agreement
(the “Proposed Revisions”), for a period of at least ninety (90) calendar days
(unless a resolution is earlier reached) and attempt to reach a mutually
acceptable agreement relating to the Proposed Revisions (the “Discussion
Period”).
(c)
If,
following the conclusion of the Discussion Period, an agreement is reached on
the Proposed Revisions, ICANN shall post the mutually agreed Proposed Revisions
on its website for public comment for no less than thirty (30) calendar days
(the “Posting Period”) and provide notice of such revisions to all Applicable
Registry Operators in accordance with Section 7.9. ICANN and the Working Group will consider the
public comments submitted on the Proposed Revisions during the Posting Period
(including comments submitted by the Applicable Registry Operators). Following the conclusion of the Posting
Period, the Proposed Revisions shall be submitted for Registry Operator
Approval (as defined in Section 7.6) and approval by the ICANN Board of
Directors. If such approvals are
obtained, the Proposed Revisions shall be deemed an Approved Amendment (as
defined in Section 7.6) by the Applicable Registry Operators and ICANN, and
shall be effective and deemed an amendment to this Agreement upon sixty (60)
calendar days notice from ICANN to Registry Operator.
(d)
If,
following the conclusion of the Discussion Period, an agreement is not reached
between ICANN and the Working Group on the Proposed Revisions, either the CEO
or the Chair may provide the other person written notice (the “Mediation
Notice”) requiring each party to attempt to resolve the disagreements related
to the Proposed Revisions through impartial, facilitative (non-evaluative)
mediation in accordance with the terms and conditions set forth below. In the event that a Mediation Notice is
provided, ICANN and the Working Group shall, within fifteen (15) calendar days
thereof, simultaneously post the text of their desired version of the Proposed
Revisions and a position paper with respect thereto on ICANN’s website.
(i)
The mediation shall be conducted by a single mediator selected by
the parties. If the parties cannot agree
on a mediator within fifteen (15) calendar days following receipt by the CEO or
Chair, as applicable, of the Mediation Notice, the parties will promptly select
a mutually acceptable mediation provider entity, which entity shall, as soon as
practicable following such entity’s selection, designate a mediator, who is a
licensed attorney with general knowledge of contract law, who has no ongoing
business relationship with either party and, to the extent necessary to mediate
the particular dispute, general knowledge of the domain name system. Any
mediator must confirm in writing that he or she is not, and will not become
during the term of the mediation, an employee, partner, executive officer, director,
or security holder of ICANN or an Applicable Registry Operator. If such confirmation is not provided by the
appointed mediator, then a replacement mediator shall be appointed pursuant to
this Section 7.7(d)(i).
(ii)
The mediator shall conduct the mediation in accordance with the
rules and procedures for facilitative
mediation that he or she determines following consultation with the
parties. The parties shall discuss the
dispute in good faith and attempt, with the mediator’s assistance, to reach an
amicable resolution of the dispute.
(iii)
Each party shall bear its own costs in the mediation. The parties shall share equally the fees and
expenses of the mediator.
(iv)
If an agreement is reached during the mediation, ICANN shall post
the mutually agreed Proposed Revisions on its website for the Posting Period
and provide notice to all Applicable Registry Operators in accordance with
Section 7.9. ICANN and the Working Group
will consider the public comments submitted on the agreed Proposed Revisions
during the Posting Period (including comments submitted by the Applicable
Registry Operators). Following the
conclusion of the Posting Period, the Proposed Revisions shall be submitted for
Registry Operator Approval and approval by the ICANN Board of Directors. If such approvals are obtained, the Proposed
Revisions shall be deemed an Approved Amendment (as defined in Section 7.6) by
the Applicable Registry Operators and ICANN, and shall be effective and deemed
an amendment to this Agreement upon sixty (60) calendar days
notice from ICANN to Registry Operator.
(v)
If the parties have not resolved the dispute for any reason by the
date that is ninety (90) calendar days following receipt by the CEO or Chair,
as applicable, of the Mediation Notice, the mediation shall automatically
terminate (unless extended by agreement of the parties). The mediator shall deliver to the parties a
definition of the issues that could be considered in future arbitration, if
invoked. Those issues are subject to the
limitations set forth in Section 7.7(e)(ii) below.
(e)
If,
following mediation, ICANN and the Working Group have not reached an agreement
on the Proposed Revisions, either the CEO or the Chair may provide the other
person written notice (an “Arbitration Notice”) requiring ICANN and the Applicable
Registry Operators to resolve the dispute through binding arbitration in
accordance with the arbitration provisions of Section 5.2, subject to the
requirements and limitations of this Section 7.7(e).
(i)
If an Arbitration Notice is sent, the mediator’s definition of
issues, along with the Proposed Revisions (be those from ICANN, the Working
Group or both) shall be posted for public comment on ICANN’s website for a
period of no less than thirty (30) calendar days. ICANN and the Working Group will consider the
public comments submitted on the Proposed Revisions during the Posting Period
(including comments submitted by the Applicable Registry Operators), and
information regarding such comments and consideration shall be provided to a
three (3) person arbitrator panel. Each
party may modify its Proposed Revisions before and after the Posting
Period. The arbitration proceeding may
not commence prior to the closing of such public comment period, and ICANN may
consolidate all challenges brought by registry operators (including Registry
Operator) into a single proceeding.
Except as set forth in this Section 7.7, the arbitration shall be
conducted pursuant to Section 5.2.
(ii)
No dispute regarding the Proposed Revisions may be submitted for
arbitration to the extent the subject matter of the Proposed Revisions (i) relates to Consensus Policy, (ii) falls within the
subject matter categories set forth in Section 1.2 of Specification 1, or (iii)
seeks to amend any of the following provisions or Specifications of this
Agreement: Articles 1, 3 and 6; Sections
2.1, 2.2, 2.5, 2.7, 2.9, 2.10, 2.16, 2.17, 2.19, 4.1, 4.2, 7.3, 7.6, 7.7, 7.8,
7.10, 7.11, 7.12, 7.13, 7.14; Section 2.8 and Specification 7 (but only to the
extent such Proposed Revisions seek to implement an RPM not contemplated by
Sections 2.8 and Specification 7); Exhibit A; and Specifications 1, 4, 6, 10
and 11.
(iii)
The mediator will brief the arbitrator panel regarding ICANN and
the Working Group’s respective proposals relating to the Proposed Revisions.
(iv)
No amendment to this Agreement relating to the Proposed Revisions
may be submitted for arbitration by either the Working Group or ICANN, unless,
in the case of the Working Group, the proposed amendment has received Registry
Operator Approval and, in the case of ICANN, the proposed amendment has been
approved by the ICANN Board of Directors.
(v)
In order for the arbitrator panel to approve either ICANN or the
Working Group’s proposed amendment relating to the Proposed Revisions, the
arbitrator panel must conclude that such proposed amendment is consistent with
a balanced application of ICANN’s core values (as described in ICANN’s Bylaws)
and reasonable in light of the balancing of the costs and benefits to the
business interests of the Applicable Registry Operators and ICANN (as
applicable), and the public benefit sought to be achieved by the Proposed
Revisions as set forth in such amendment.
If the arbitrator panel concludes that either ICANN or the Working
Group’s proposed amendment relating to the Proposed Revisions meets the
foregoing standard, such amendment shall be effective and deemed an amendment
to this Agreement upon sixty (60) calendar days notice
from ICANN to Registry Operator and deemed an Approved Amendment hereunder.
(f)
With respect
to an Approved Amendment relating to an amendment proposed by ICANN, Registry
may apply in writing to ICANN for an exemption from such amendment pursuant to
the provisions of Section 7.6.
(g)
Notwithstanding
anything in this Section 7.7 to the contrary, (a) if Registry Operator provides
evidence to ICANN's reasonable satisfaction that the Approved Amendment would
materially increase the cost of providing Registry Services, then ICANN will
allow up to one-hundred eighty (180) calendar days for the Approved Amendment
to become effective with respect to Registry Operator, and (b) no Approved
Amendment adopted pursuant to Section 7.7 shall become effective with respect
to Registry Operator if Registry Operator provides ICANN with an irrevocable
notice of termination pursuant to Section 4.4(b).
7.8
No Third-Party Beneficiaries. This
Agreement will not be construed to create any obligation by either ICANN or
Registry Operator to any non-party to this Agreement, including any registrar
or registered name holder.
7.9
General Notices.
Except for notices pursuant to Sections 7.6 and 7.7, all notices to be
given under or in relation to this Agreement will be given either (i) in writing at the address of the appropriate party as
set forth below or (ii) via facsimile or electronic mail as provided below, unless
that party has given a notice of change of postal or email address, or
facsimile number, as provided in this Agreement. All notices under Sections 7.6 and 7.7 shall
be given by both posting of the applicable information on ICANN’s web site and
transmission of such information to Registry Operator by electronic mail. Any change in the contact information for
notice below will be given by the party within thirty (30) calendar days of
such change. Other than notices under
Sections 7.6 or 7.7, any notice required by this Agreement will be deemed to
have been properly given (i) if in paper form, when
delivered in person or via courier service with confirmation of receipt or (ii)
if via facsimile or by electronic mail, upon confirmation of receipt by the
recipient’s facsimile machine or email server, provided that such notice via
facsimile or electronic mail shall be followed by a copy sent by regular postal
mail service within three (3) calendar days.
Any notice required by Sections 7.6 or 7.7 will be deemed to have been
given when electronically posted on ICANN’s website and upon confirmation of
receipt by the email server. In the
event other means of notice become practically achievable, such as notice via a
secure website, the parties will work together to implement such notice means
under this Agreement.
If to ICANN, addressed to:
Internet Corporation for Assigned Names and Numbers
12025 Waterfront Drive, Suite 300
Los Angeles, CA 90094-2536
USA
Telephone: +1-310-301-5800
Facsimile: +1-310-823-8649
Attention: President and CEO
With a Required Copy to: General Counsel
Email: (As specified from time to time.)
If to Registry Operator, addressed to:
American Institute of Certified Public Accountants
c/o Christopher Niemi, Domain Operations Supervisor
220 Leigh Farm Road
Durham, North Carolina 27707
USA
Facsimile: +1-208-389-5771
Email:
cniemi1@markmonitor.com
7.10
Entire Agreement. This
Agreement (including those specifications and documents incorporated by
reference to URL locations which form a part of it) constitutes the entire
agreement of the parties hereto pertaining to the operation of the TLD and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, between the parties on that subject.
7.11
English Language Controls.
Notwithstanding any translated version of this Agreement and/or
specifications that may be provided to Registry Operator, the English language
version of this Agreement and all referenced specifications are the official
versions that bind the parties hereto.
In the event of any conflict or discrepancy between any translated
version of this Agreement and the English language version, the English
language version controls. Notices,
designations, determinations, and specifications made under this Agreement
shall be in the English language.
7.12
Ownership Rights.
Nothing contained in this Agreement shall be construed as (a)
establishing or granting to Registry Operator any property ownership rights or
interests of Registry Operator in the
TLD or the letters, words, symbols or other characters making up the TLD
string, or (b) affecting any existing intellectual property or ownership rights
of Registry Operator.
7.13
Severability; Conflicts with Laws. This
Agreement shall be deemed severable; the invalidity or unenforceability of any
term or provision of this Agreement shall not affect the validity or
enforceability of the balance of this Agreement or of any other term hereof,
which shall remain in full force and effect.
If any of the provisions hereof are determined to be invalid or
unenforceable, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible. ICANN and the Working Group
will mutually cooperate to develop an ICANN procedure for ICANN’s review and
consideration of alleged conflicts between applicable laws and non-WHOIS
related provisions of this Agreement. Until
such procedure is developed and implemented by ICANN, ICANN will review and
consider alleged conflicts between applicable laws and non-WHOIS related
provisions of this Agreement in a manner similar to ICANN’s Procedure For
Handling WHOIS Conflicts with Privacy Law.
7.14
Court Orders.
ICANN will respect any order from a court of competent jurisdiction,
including any orders from any jurisdiction where the consent or non-objection
of the government was a requirement for the delegation of the TLD. Notwithstanding any other provision of this
Agreement, ICANN’s implementation of any such order will not be a breach of
this Agreement
(a)
Subject to
Section 7.15(c), during the Term and for a period of three (3) years
thereafter, each party shall, and shall cause its and its Affiliates’ officers,
directors, employees and agents to, keep confidential and not publish or
otherwise disclose to any third party, directly or indirectly, any information
that is, and the disclosing party has marked as, or has otherwise designated in
writing to the receiving party as, “confidential trade secret,” “confidential
commercial information” or “confidential financial information” (collectively,
“Confidential Information”), except to the extent such disclosure is permitted
by the terms of this Agreement.
(b)
The confidentiality
obligations under Section 7.15(a) shall not apply to any Confidential
Information that (i) is or hereafter becomes part of
the public domain by public use, publication, general knowledge or the like
through no fault of the receiving party in breach of this Agreement, (ii) can
be demonstrated by documentation or other competent proof to have been in the
receiving party’s possession prior to disclosure by the disclosing party
without any obligation of confidentiality with respect to such information,
(iii) is subsequently received by the receiving party from a third party who is
not bound by any obligation of confidentiality with respect to such
information, (iv) has been published by a third party or otherwise enters the
public domain through no fault of the receiving party, or (v) can be
demonstrated by documentation or other competent evidence to have been
independently developed by or for the receiving party without reference to the
disclosing party’s Confidential Information.
(c)
Each party shall
have the right to disclose Confidential Information to the extent that such
disclosure is (i) made in response to a valid order
of a court of competent jurisdiction or, if in the reasonable opinion of the
receiving party’s legal counsel, such disclosure is otherwise required by
applicable law; provided, however, that the receiving party shall first have
given notice to the disclosing party and given the disclosing party a
reasonable opportunity to quash such order or to obtain a protective order or confidential
treatment order requiring that the Confidential Information that is the subject
of such order or other applicable law be held in confidence by such court or
other third party recipient, unless the receiving party is not permitted to
provide such notice under such order or applicable law, or (ii) made by the
receiving party or any of its Affiliates to its or their attorneys, auditors,
advisors, consultants, contractors or other third parties for use by such
person or entity as may be necessary or useful in connection with the
performance of the activities under this Agreement, provided that such third
party is bound by confidentiality obligations at least as stringent as those
set forth herein, either by written agreement or through professional responsibility
standards.
IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives.
INTERNET CORPORATION FOR ASSIGNED NAMES AND
NUMBERS
By: _____________________________
Cyrus Namazi Senior Vice President, Global Domains
Division
American Institute of Certified Public Accountants
By: _____________________________
Scott
Spiegel CFO
By: _____________________________
Barry Melancon
President & CEO
The ICANN
gTLD Applicant Guidebook (located at
http://newgtlds.icann.org/en/applicants/agb) and the RSEP specify processes for
consideration of proposed registry services.
Registry Operator may provide any service that is required by the terms
of this Agreement. In addition, the
following services (if any) are specifically identified as having been approved
by ICANN prior to the effective date of the Agreement, and Registry Operator
may provide such services:
1. DNS
Service – TLD Zone Contents
Notwithstanding
anything else in this Agreement, as indicated in section 2.2.3.3 of the gTLD
Applicant Guidebook, permissible contents for the TLD’s DNS service are:
1.1.
For the “Internet” (IN) Class:
1.1.1. Apex
SOA record
1.1.2. Apex
NS records and in-bailiwick glue for the TLD’s DNS servers
1.1.3. NS
records and in-bailiwick glue for DNS servers of registered names in the TLD
1.1.4. DS
records for registered names in the TLD
1.1.5. Records
associated with signing the TLD zone (e.g., RRSIG, DNSKEY, NSEC, NSEC3PARAM and
NSEC3)
1.1.6. Apex
TXT record for zone versioning purposes
1.1.7. Apex
TYPE65534 record for automatic dnssec signing
signaling
1.2.
For the “Chaos” (CH) Class:
1.2.1. TXT
records for server version/identification (e.g., TXT records for “version.bind.”, “id.server.”, “authors.bind” and/or “hostname.bind.”)
(Note: The above language effectively does not
allow, among other things, the inclusion of DNS resource records that would
enable a dotless domain name (e.g., apex A, AAAA, MX
records) in the TLD zone.)
If
Registry Operator wishes to place any DNS resource record type or class into
its TLD DNS service (other than those listed in Sections 1.1 or 1.2 above), it
must describe in detail its proposal and submit a Registry Services Evaluation
Process (RSEP) request. This will be
evaluated per RSEP to determine whether the service would create a risk of a
meaningful adverse impact on security or stability of the DNS. Registry Operator recognizes and acknowledges
that a service based on the use of less-common DNS resource records and/or
classes in the TLD zone, even if approved, might not work as intended for all
users due to lack of software support.
2. Anti-Abuse
Registry
Operator may suspend, delete or otherwise make changes to domain names in compliance
with its anti-abuse policy.
3. Searchable
Whois
Notwithstanding
anything else in this Agreement, Registry Operator must offer a searchable Whois service compliant with the requirements described in
Section 1.10 of Specification 4 of this Agreement. Registry Operator must make available the
services only to authenticated users after they logged in by supplying proper
credentials (e.g., user name and password).
Registry Operator must issue such credentials exclusively to eligible
users and institutions that supply sufficient proof of their legitimate
interest in this feature (e.g., law enforcement agencies). Registry Operator shall use rate-limiting to
prevent abuse of the searchable Whois service.
4. Internationalized
Domain Names (IDNs)
Registry
Operator may offer registration of IDNs at the second and lower levels provided
that Registry Operator complies with the following requirements:
4.1. Registry
Operator must offer Registrars support for handling IDN registrations in EPP.
4.2. Registry
Operator must handle variant IDNs as follows:
4.2.1. By
default variant IDNs (as defined in the Registry Operator’s IDN tables and IDN
Registration Rules) must be blocked from registration.
4.2.2. Variant
IDNs may be activated when requested by the sponsoring Registrar of the
canonical name as described in the IDN Tables and IDN Registration Rules.
4.2.3. Active
variant IDNs must be provisioned in the TLD’s DNS zone file as zone cuts using
the same NS resource records as the canonical name.
4.3.
Registry Operator may offer registration of IDNs in the following
languages/scripts (IDN Tables and IDN Registration Rules will be published by
the Registry Operator as specified in the ICANN IDN Implementation Guidelines):
4.3.1.
Chinese language
4.3.2.
Danish language
4.3.3.
Finnish language
4.3.4.
German language
4.3.5.
Hungarian language
4.3.6.
Icelandic language
4.3.7.
Japanese language
4.3.8.
Korean language
4.3.9.
Latvian language
4.3.10.
Lithuanian language
4.3.11.
Norwegian language
4.3.12.
Polish language
4.3.13.
Portuguese language
4.3.14.
Russian language
4.3.15.
Spanish language
4.3.16.
Swedish language
CONSENSUS POLICIES AND TEMPORARY POLICIES
SPECIFICATION
1.1.
“Consensus
Policies” are those policies established (1) pursuant to the procedure
set forth in ICANN’s Bylaws and due process, and (2) covering those topics
listed in Section 1.2 of this Specification.
The Consensus Policy development process and procedure set forth in
ICANN’s Bylaws may be revised from time to time in accordance with the process
set forth therein.
1.2.
Consensus
Policies and the procedures by which they are developed shall be designed to
produce, to the extent possible, a consensus of Internet stakeholders,
including the operators of gTLDs.
Consensus Policies shall relate to one or more of the following:
1.2.1
issues for
which uniform or coordinated resolution is reasonably necessary to facilitate
interoperability, security and/or stability of the Internet or Domain Name
System (“DNS”);
1.2.2
functional
and performance specifications for the provision of Registry Services;
1.2.3
Security and
Stability of the registry database for the TLD;
1.2.4
registry
policies reasonably necessary to implement Consensus Policies relating to
registry operations or registrars;
1.2.5
resolution
of disputes regarding the registration of domain names (as opposed to the use
of such domain names); or
1.2.6
restrictions
on cross-ownership of registry operators and registrars or registrar resellers
and regulations and restrictions with respect to registry operations and the
use of registry and registrar data in the event that a registry operator and a
registrar or registrar reseller are affiliated.
1.3.
Such
categories of issues referred to in Section 1.2 of this Specification shall
include, without limitation:
1.3.1
principles
for allocation of registered names in the TLD (e.g., first-come/first-served,
timely renewal, holding period after expiration);
1.3.2
prohibitions
on warehousing of or speculation in domain names by registries or registrars;
1.3.3
reservation
of registered names in the TLD that may not be registered initially or that may
not be renewed due to reasons reasonably related to (i)
avoidance of confusion among or misleading of users, (ii) intellectual property,
or (iii) the technical management of the DNS or the Internet (e.g.,
establishment of reservations of names from registration); and
1.3.4
maintenance
of and access to accurate and up-to-date information concerning domain name
registrations; and procedures to avoid disruptions of domain name registrations
due to suspension or termination of operations by a registry operator or a
registrar, including procedures for allocation of responsibility for serving
registered domain names in a TLD affected by such a suspension or termination.
1.4.
In addition
to the other limitations on Consensus Policies, they shall not:
1.4.1
prescribe or
limit the price of Registry Services;
1.4.2
modify the
terms or conditions for the renewal or termination of the Registry Agreement;
1.4.3
modify the
limitations on Temporary Policies (defined below) or Consensus Policies;
1.4.4
modify the
provisions in the registry agreement regarding fees paid by Registry Operator
to ICANN; or
1.4.5
modify
ICANN’s obligations to ensure equitable treatment of registry operators and act
in an open and transparent manner.
2.
Temporary Policies.
Registry Operator shall comply with and implement all specifications or
policies established by the Board on a temporary basis, if adopted by the Board
by a vote of at least two-thirds of its members, so long as the Board
reasonably determines that such modifications or amendments are justified and
that immediate temporary establishment of a specification or policy on the
subject is necessary to maintain the stability or security of Registry Services
or the DNS (“Temporary Policies”).
2.1.
Such
proposed specification or policy shall be as narrowly tailored as feasible to
achieve those objectives. In
establishing any Temporary Policy, the Board shall state the period of time for
which the Temporary Policy is adopted and shall immediately implement the
Consensus Policy development process set forth in ICANN’s Bylaws.
2.1.1
ICANN shall
also issue an advisory statement containing a detailed explanation of its
reasons for adopting the Temporary Policy and why the Board believes such
Temporary Policy should receive the consensus support of Internet stakeholders.
2.1.2
If the
period of time for which the Temporary Policy is adopted exceeds ninety (90)
calendar days, the Board shall reaffirm its temporary adoption every ninety (90)
calendar days for a total period not to exceed one (1) year, in order to
maintain such Temporary Policy in effect until such time as it becomes a
Consensus Policy. If the one (1) year
period expires or, if during such one (1) year period, the Temporary Policy
does not become a Consensus Policy and is not reaffirmed by the Board, Registry
Operator shall no longer be required to comply with or implement such Temporary
Policy.
3.
Notice and Conflicts.
Registry Operator shall be afforded a reasonable period of time
following notice of the establishment of a Consensus Policy or Temporary Policy
in which to comply with such policy or specification, taking into account any
urgency involved. In the event of a
conflict between Registry Services and Consensus Policies or any Temporary
Policy, the Consensus Polices or Temporary Policy shall control, but only with
respect to subject matter in conflict.
SPECIFICATION 2
DATA ESCROW REQUIREMENTS
Registry Operator will engage an independent
entity to act as data escrow agent (“Escrow Agent”) for the provision of
data escrow services related to the Registry Agreement. The following Technical Specifications set
forth in Part A, and Legal Requirements set forth in Part B, will be included
in any data escrow agreement between Registry Operator and the Escrow Agent,
under which ICANN must be named a third-party beneficiary. In addition to the following requirements,
the data escrow agreement may contain other provisions that are not
contradictory or intended to subvert the required terms provided below.
PART
A – TECHNICAL SPECIFICATIONS
1.
Deposits.
There will be two types of Deposits:
Full and Differential. For both
types, the universe of Registry objects to be considered for data escrow are
those objects necessary in order to offer all of the approved Registry
Services.
1.1.
“Full Deposit” will consist of data that
reflects the state of the registry as of 00:00:00 UTC (Coordinated Universal
Time) on the day that such Full Deposit is submitted to Escrow Agent.
1.2.
“Differential Deposit” means data that
reflects all transactions that were not reflected in the last previous Full or
Differential Deposit, as the case may be.
Each Differential Deposit will contain all database transactions since
the previous Deposit was completed as of 00:00:00 UTC of each day, but
Sunday. Differential Deposits must
include complete Escrow Records as specified below that were not included or
changed since the most recent full or Differential Deposit (i.e., all
additions, modifications or removals of data).
2.
Schedule for Deposits.
Registry Operator will submit a set of escrow files on a daily basis as
follows:
2.1.
Each Sunday,
a Full Deposit must be submitted to the Escrow Agent by 23:59 UTC.
2.2.
The other
six (6) days of the week, a Full Deposit or the corresponding Differential
Deposit must be submitted to Escrow Agent by 23:59 UTC.
3.
Escrow Format Specification.
3.1.
Deposit’s Format.
Registry objects, such as domains, contacts, name servers, registrars,
etc. will be compiled into a file constructed as described in draft-arias-noguchi-registry-data-escrow, see Part A, Section 9,
reference 1 of this Specification and draft-arias-noguchi-dnrd-objects-mapping, see Part A, Section 9, reference 2 of
this Specification (collectively, the “DNDE Specification”). The DNDE Specification describes some
elements as optional; Registry Operator will include those elements in the
Deposits if they are available. If not
already an RFC, Registry Operator will use the most recent draft version of the
DNDE Specification available at the Effective Date. Registry Operator may at its election use
newer versions of the DNDE Specification after the Effective Date. Once the DNDE Specification is published as
an RFC, Registry Operator will implement that version of the DNDE
Specification, no later than one hundred eighty (180) calendar days after. UTF-8 character encoding will be used.
3.2.
Extensions. If a Registry Operator
offers additional Registry Services that require submission of additional data,
not included above, additional “extension schemas” shall be defined in a case
by case basis to represent that data.
These “extension schemas” will be specified as described in Part A,
Section 9, reference 2 of this Specification.
Data related to the “extensions schemas” will be included in the deposit
file described in Part A, Section 3.1 of this Specification. ICANN and the respective Registry Operator
shall work together to agree on such new objects’ data escrow specifications.
4.
Processing of Deposit files. The
use of compression is recommended in order to reduce electronic data transfer
times, and storage capacity requirements.
Data encryption will be used to ensure the privacy of registry escrow
data. Files processed for compression
and encryption will be in the binary OpenPGP format
as per OpenPGP Message Format - RFC 4880, see Part A,
Section 9, reference 3 of this Specification.
Acceptable algorithms for Public-key cryptography, Symmetric-key
cryptography, Hash and Compression are those enumerated in RFC 4880, not marked
as deprecated in OpenPGP IANA Registry, see Part A,
Section 9, reference 4 of this Specification, that are also royalty-free. The process to follow for the data file in
original text format is:
(1)
The XML file
of the deposit as described in Part A, Section 9, reference 1 of this
Specification must be named as the containing file as specified in Section 5
but with the extension xml.
(2)
The data
file(s) are aggregated in a tarball file named the
same as (1) but with extension tar.
(3)
A compressed
and encrypted OpenPGP Message is created using the tarball file as sole input.
The suggested algorithm for compression is ZIP as per RFC 4880. The compressed data will be encrypted using
the escrow agent’s public key. The
suggested algorithms for Public-key encryption are Elgamal
and RSA as per RFC 4880. The suggested
algorithms for Symmetric-key encryption are TripleDES,
AES128 and CAST5 as per RFC 4880.
(4)
The file may
be split as necessary if, once compressed and encrypted, it is larger than the
file size limit agreed with the escrow agent.
Every part of a split file, or the whole file if not split, will be
called a processed file in this section.
(5)
A digital
signature file will be generated for every processed file using the Registry
Operator’s private key. The digital
signature file will be in binary OpenPGP format as
per RFC 4880 Section 9, reference 3, and will not be compressed or
encrypted. The suggested algorithms for
Digital signatures are DSA and RSA as per RFC 4880. The suggested algorithm for Hashes in Digital
signatures is SHA256.
(6)
The
processed files and digital signature files will then be transferred to the
Escrow Agent through secure electronic mechanisms, such as, SFTP, SCP, HTTPS
file upload, etc. as agreed between the Escrow Agent and the Registry
Operator. Non-electronic delivery
through a physical medium such as CD-ROMs, DVD-ROMs, or USB storage devices may
be used if authorized by ICANN.
(7)
The Escrow
Agent will then validate every (processed) transferred data file using the
procedure described in Part A, Section 8 of this Specification.
5.
File Naming Conventions.
Files will be named according to the following convention: {gTLD}_{YYYY-MM-DD}_{type}_S{#}_R{rev}.{ext} where:
5.1.
{gTLD} is
replaced with the gTLD name; in case of an IDN-TLD, the ASCII-compatible form
(A-Label) must be used;
5.2.
{YYYY-MM-DD}
is replaced by the date corresponding to the time used as a timeline watermark for
the transactions; i.e. for the Full Deposit corresponding to 2009-08-02T00:00Z,
the string to be used would be “2009-08-02”;
(1)
“full”, if
the data represents a Full Deposit;
(2)
“diff”, if
the data represents a Differential Deposit;
(3)
“thin”, if
the data represents a Bulk Registration Data Access file, as specified in
Section 3 of Specification 4;
(4)
"thick-{gurid}", if the data represent Thick Registration Data
from a specific registrar, as defined in Section 3.2 of Specification 4. The {gurid} element must be replaced with the IANA
Registrar ID associated with the data.
5.4.
{#} is
replaced by the position of the file in a series of files, beginning with “1”;
in case of a lone file, this must be replaced by “1”.
5.5.
{rev} is
replaced by the number of revision (or resend) of the file beginning with “0”:
5.6.
{ext} is replaced by “sig” if it is a digital signature file
of the quasi-homonymous file. Otherwise
it is replaced by “ryde”.
6.
Distribution of Public Keys. Each
of Registry Operator and Escrow Agent will distribute its public key to the
other party (Registry Operator or Escrow Agent, as the case may be) via email
to an email address to be specified.
Each party will confirm receipt of the other party’s public key with a
reply email, and the distributing party will subsequently reconfirm the
authenticity of the key transmitted via offline methods, like in person
meeting, telephone, etc. In this way,
public key transmission is authenticated to a user able to send and receive
mail via a mail server operated by the distributing party. Escrow Agent, Registry Operator and ICANN
will exchange public keys by the same procedure.
7.
Notification of Deposits.
Along with the delivery of each Deposit, Registry Operator will deliver
to Escrow Agent and to ICANN (using the API described in draft-lozano-icann-registry-interfaces,
see Part A, Section 9, reference 5 of this Specification (the “Interface
Specification”)) a written statement from Registry Operator (which may be by
authenticated e-mail) that includes a copy of the report generated upon
creation of the Deposit and states that the Deposit has been inspected by
Registry Operator and is complete and accurate.
The preparation and submission of this statement must be performed by
the Registry Operator or its designee, provided that such designee may not be
the Escrow Agent or any of Escrow Agent’s Affiliates. Registry Operator will include the Deposit’s
“id” and “resend” attributes in its statement.
The attributes are explained in Part A, Section 9, reference 1 of this
Specification.
If not already an RFC, Registry Operator will use the most recent
draft version of the Interface Specification at the Effective Date. Registry Operator may at its election use
newer versions of the Interface Specification after the Effective Date. Once the Interface Specification is published
as an RFC, Registry Operator will implement that version of the Interface
Specification, no later than one hundred eighty (180) calendar days after such
publishing.
(1)
The
signature file of each processed file is validated.
(2)
If processed
files are pieces of a bigger file, the latter is put together.
(3)
Each file
obtained in the previous step is then decrypted and uncompressed.
(4)
Each data
file contained in the previous step is then validated against the format
defined in Part A, Section 9, reference 1 of this Specification.
(5)
The data
escrow agent extended verification process, as defined below in reference 2 of Part A of this Specification 2, as well as any other
data escrow verification process contained in such reference.
If any
discrepancy is found in any of the steps, the Deposit will be considered
incomplete.
(1)
Domain Name
Data Escrow Specification (work in progress),
http://tools.ietf.org/html/draft-arias-noguchi-registry-data-escrow
(2)
Domain Name
Registration Data (DNRD) Objects Mapping, http://tools.ietf.org/html/draft-arias-noguchi-dnrd-objects-mapping
(3)
OpenPGP
Message Format, http://www.rfc-editor.org/rfc/rfc4880.txt
(4)
OpenPGP
parameters, http://www.iana.org/assignments/pgp‑parameters/pgp‑parameters.xhtml
(5)
ICANN
interfaces for registries and data escrow agents,
http://tools.ietf.org/html/draft-lozano-icann-registry-interfaces
1.
Escrow Agent.
Prior to entering into an escrow agreement, the Registry Operator must
provide notice to ICANN as to the identity of the Escrow Agent, and provide
ICANN with contact information and a copy of the relevant escrow agreement, and
all amendments thereto. In addition,
prior to entering into an escrow agreement, Registry Operator must obtain the
consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the
form of escrow agreement provided. ICANN
must be expressly designated as a third-party beneficiary of the escrow
agreement. ICANN reserves the right to
withhold its consent to any Escrow Agent, escrow agreement, or any amendment
thereto, all in its sole discretion.
2.
Fees. Registry Operator must
pay, or have paid on its behalf, fees to the Escrow Agent directly. If Registry Operator fails to pay any fee by
the due date(s), the Escrow Agent will give ICANN written notice of such
non-payment and ICANN may pay the past-due fee(s) within fifteen (15) calendar
days after receipt of the written notice from Escrow Agent. Upon payment of the past-due fees by ICANN,
ICANN shall have a claim for such amount against Registry Operator, which
Registry Operator shall be required to submit to ICANN together with the next
fee payment due under the Registry Agreement.
3.
Ownership.
Ownership of the Deposits during the effective term of the Registry
Agreement shall remain with Registry Operator at all times. Thereafter, Registry Operator shall assign
any such ownership rights (including intellectual property rights, as the case
may be) in such Deposits to ICANN. In
the event that during the term of the Registry Agreement any Deposit is
released from escrow to ICANN, any intellectual property rights held by
Registry Operator in the Deposits will automatically be licensed to ICANN or to
a party designated in writing by ICANN on a non-exclusive, perpetual,
irrevocable, royalty-free, paid-up basis, for any use related to the operation,
maintenance or transition of the TLD.
4.
Integrity and Confidentiality.
Escrow Agent will be required to (i) hold and
maintain the Deposits in a secure, locked, and environmentally safe facility,
which is accessible only to authorized representatives of Escrow Agent, (ii)
protect the integrity and confidentiality of the Deposits using commercially
reasonable measures and (iii) keep and safeguard each Deposit for one (1)
year. ICANN and Registry Operator will
be provided the right to inspect Escrow Agent’s applicable records upon
reasonable prior notice and during normal business hours. Registry Operator and ICANN will be provided
with the right to designate a third-party auditor to audit Escrow Agent’s
compliance with the technical specifications and maintenance requirements of
this Specification 2 from time to time.
If Escrow Agent receives a subpoena or any other order from a
court or other judicial tribunal pertaining to the disclosure or release of the
Deposits, Escrow Agent will promptly notify the Registry Operator and ICANN
unless prohibited by law. After
notifying the Registry Operator and ICANN, Escrow Agent shall allow sufficient
time for Registry Operator or ICANN to challenge any such order, which shall be
the responsibility of Registry Operator or ICANN; provided, however, that
Escrow Agent does not waive its rights to present its position with respect to
any such order. Escrow Agent will
cooperate with the Registry Operator or ICANN to support efforts to quash or
limit any subpoena, at such party’s expense.
Any party requesting additional assistance shall pay Escrow Agent’s
standard charges or as quoted upon submission of a detailed request.
5.
Copies. Escrow Agent may be
permitted to duplicate any Deposit, in order to comply with the terms and
provisions of the escrow agreement.
6.
Release of Deposits.
Escrow Agent will make available for electronic download (unless
otherwise requested) to ICANN or its designee, within twenty-four (24) hours,
at the Registry Operator’s expense, all Deposits in Escrow Agent’s possession
in the event that the Escrow Agent receives a request from Registry Operator to
effect such delivery to ICANN, or receives one of the following written notices
by ICANN stating that:
6.1.
the Registry
Agreement has expired without renewal, or been terminated; or
6.2.
ICANN has
not received a notification as described in Part B, Sections 7.1 and 7.2 of
this Specification from Escrow Agent within five (5) calendar days after the
Deposit’s scheduled delivery date; (a) ICANN gave notice to Escrow Agent and
Registry Operator of that failure; and (b) ICANN has not, within seven (7)
calendar days after such notice, received the notification from Escrow Agent;
or
6.3.
ICANN has
received notification as described in Part B, Sections 7.1 and 7.2 of this
Specification from Escrow Agent of failed verification of the latest escrow
deposit for a specific date or a notification of a missing deposit, and the
notification is for a deposit that should have been made on Sunday (i.e., a
Full Deposit); (a) ICANN gave notice to Registry Operator of that receipt; and
(b) ICANN has not, within seven (7) calendar days after such notice, received
notification as described in Part B, Sections 7.1 and 7.2 of this Specification
from Escrow Agent of verification of a remediated version of such Full Deposit;
or
6.4.
ICANN has
received five notifications from Escrow Agent within the last thirty (30)
calendar days notifying ICANN of either missing or failed escrow deposits that
should have been made Monday through Saturday (i.e., a Differential Deposit),
and (x) ICANN provided notice to Registry Operator of the receipt of such
notifications; and (y) ICANN has not, within seven (7) calendar days after
delivery of such notice to Registry Operator, received notification from Escrow
Agent of verification of a remediated version of such Differential Deposit; or
6.5.
Registry
Operator has: (i)
ceased to conduct its business in the ordinary course; or (ii) filed for
bankruptcy, become insolvent or anything analogous to any of the foregoing
under the laws of any jurisdiction anywhere in the world; or
6.6.
Registry
Operator has experienced a failure of critical registry functions and ICANN has
asserted its rights pursuant to Section 2.13 of the Agreement; or
6.7.
a competent
court, arbitral, legislative, or government agency mandates the release of the
Deposits to ICANN; or
6.8.
pursuant to
Contractual and Operational Compliance Audits as specified under Section 2.11
of the Agreement.
Unless Escrow Agent has previously released
the Registry Operator’s Deposits to ICANN or its designee, Escrow Agent will
deliver all Deposits to ICANN upon expiration or termination of the Registry
Agreement or the Escrow Agreement.
7.1.
Within
twenty-four (24) hours after receiving each Deposit or corrected Deposit,
Escrow Agent must verify the format and completeness of each Deposit and
deliver to ICANN a notification generated for each Deposit. Reports will be delivered electronically
using the API described in draft-lozano-icann-registry-interfaces, see Part A, Section 9, reference
5 of this Specification.
7.2.
If Escrow
Agent discovers that any Deposit fails the verification procedures or if Escrow
Agent does not receive any scheduled Deposit, Escrow Agent must notify Registry
Operator either by email, fax or phone and ICANN (using the API described in
draft-lozano-icann-registry-interfaces,
see Part A, Section 9, reference 5 of this Specification) of such nonconformity
or non-receipt within twenty-four (24) hours after receiving the non-conformant
Deposit or the deadline for such Deposit, as applicable. Upon notification of such verification or
delivery failure, Registry Operator must begin developing modifications,
updates, corrections, and other fixes of the Deposit necessary for the Deposit
to be delivered and pass the verification procedures and deliver such fixes to
Escrow Agent as promptly as possible.
8.
Amendments.
Escrow Agent and Registry Operator shall amend the terms of the Escrow
Agreement to conform to this Specification 2 within ten (10) calendar days of
any amendment or modification to this Specification 2. In the event of a conflict between this
Specification 2 and the Escrow Agreement, this Specification 2 shall control.
9.
Indemnity.
Escrow Agent shall indemnify and hold harmless Registry Operator and
ICANN, and each of their respective directors, officers, agents, employees,
members, and stockholders (“Indemnitees”) absolutely and forever from and
against any and all claims, actions, damages, suits, liabilities, obligations,
costs, fees, charges, and any other expenses whatsoever, including reasonable
attorneys’ fees and costs, that may be asserted by a third party against any Indemnitee
in connection with the misrepresentation, negligence or misconduct of Escrow
Agent, its directors, officers, agents, employees and contractors.
SPECIFICATION 3
FORMAT AND CONTENT FOR REGISTRY OPERATOR MONTHLY REPORTING
Registry Operator shall provide one set of
monthly reports per gTLD, using the API described in draft-lozano-icann-registry-interfaces, see Specification 2, Part A,
Section 9, reference 5, with the following content.
ICANN may request in the future that the
reports be delivered by other means and using other formats. ICANN will use reasonable commercial efforts
to preserve the confidentiality of the information reported until three (3)
months after the end of the month to which the reports relate. Unless set forth in this Specification 3, any
reference to a specific time refers to Coordinated Universal Time (UTC). Monthly reports shall consist of data that
reflects the state of the registry at the end of the month (UTC).
1.
Per-Registrar Transactions Report. This
report shall be compiled in a comma separated-value formatted file as specified
in RFC 4180. The file shall be named
“gTLD-transactions-yyyymm.csv”, where “gTLD” is the gTLD name; in case of an
IDN-TLD, the A-label shall be used; “yyyymm” is the
year and month being reported. The file
shall contain the following fields per registrar:
Field # |
Field name |
Description |
01 |
registrar-name
|
Registrar’s
full corporate name as registered with IANA |
02 |
iana-id |
For
cases where the registry operator acts as registrar (i.e., without the use of
an ICANN accredited registrar) either 9998 or 9999 should be used depending
on registration type (as described in Specification 5), otherwise the
sponsoring Registrar IANA id should be used as specified in
http://www.iana.org/assignments/registrar-ids |
03 |
total-domains
|
total
domain names under sponsorship in any EPP status but pendingCreate
that have not been purged |
04 |
total-nameservers |
total
name servers (either host objects or name server hosts as domain name
attributes) associated with domain names registered for the TLD in any EPP
status but pendingCreate that have not been purged |
05 |
net-adds-1-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of one (1) year (and not deleted within the add
grace period). A transaction must be reported in the month the add grace
period ends. |
06 |
net-adds-2-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of two(2) years (and not deleted within the add
grace period). A transaction must be reported in the month the add grace
period ends. |
07 |
net-adds-3-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of three (3) years (and not deleted within the
add grace period). A transaction must be reported in the month the add grace
period ends. |
08 |
net-adds-4-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of four (4) years (and not deleted within the
add grace period). A transaction must be reported in the month the add grace
period ends. |
09 |
net-adds-5-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of five (5) years (and not deleted within the
add grace period). A transaction must be reported in the month the add grace
period ends. |
10 |
net-adds-6-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of six (6) years (and not deleted within the add
grace period). A transaction must be reported in the month the add grace
period ends. |
11 |
net-adds-7-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of seven (7) years (and not deleted within the
add grace period). A transaction must be reported in the month the add grace
period ends. |
12 |
net-adds-8-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of eight (8) years (and not deleted within the
add grace period). A transaction must be reported in the month the add grace
period ends. |
13 |
net-adds-9-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of nine (9) years (and not deleted within the
add grace period). A transaction must be reported in the month the add grace
period ends. |
14 |
net-adds-10-yr |
number
of domains successfully registered (i.e., not in EPP pendingCreate
status) with an initial term of ten (10) years (and not deleted within the
add grace period). A transaction must be reported in the month the add grace
period ends. |
15 |
net-renews-1-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of one
(1) year (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace
period ends. |
16 |
net-renews-2-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of two
(2) years (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace
period ends. |
17 |
net-renews-3-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of three
(3) years (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace
period ends. |
18 |
net-renews-4-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of four
(4) years (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace
period ends. |
19 |
net-renews-5-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of five
(5) years (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace period
ends. |
20 |
net-renews-6-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of six
(6) years (and not deleted within the renew or auto-renew grace period). A transaction
must be reported in the month the renew or auto-renew grace period ends. |
21 |
net-renews-7-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of
seven (7) years (and not deleted
within the renew or auto-renew grace period). A transaction must be reported
in the month the renew or auto-renew grace period ends. |
22 |
net-renews-8-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of eight
(8) years (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace
period ends. |
23 |
net-renews-9-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of nine
(9) years (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace
period ends. |
24 |
net-renews-10-yr |
number
of domains successfully renewed (i.e., not in EPP pendingRenew
status) either automatically or by command with a new renewal period of ten
(10) years (and not deleted within the renew or auto-renew grace period). A
transaction must be reported in the month the renew or auto-renew grace
period ends. |
25 |
transfer-gaining-successful |
number
of domain transfers initiated by this registrar that were successfully
completed (either explicitly or automatically approved) and not deleted
within the transfer grace period. A transaction must be reported in the month
the transfer grace period ends. |
26 |
transfer-gaining-nacked |
number
of domain transfers initiated by this registrar that were rejected (e.g., EPP
transfer op="reject") by the other registrar |
27 |
transfer-losing-successful |
number
of domain transfers initiated by another registrar that were successfully
completed (either explicitly or automatically approved) |
28 |
transfer-losing-nacked |
number
of domain transfers initiated by another registrar that this registrar
rejected (e.g., EPP transfer op="reject") |
29 |
transfer-disputed-won |
number
of transfer disputes in which this registrar prevailed (reported in the month
where the determination happened) |
30 |
transfer-disputed-lost |
number
of transfer disputes this registrar lost (reported in the month where the
determination happened) |
31 |
transfer-disputed-nodecision |
number
of transfer disputes involving this registrar with a split or no decision
(reported in the month where the determination happened) |
32 |
deleted-domains-grace |
domains
deleted within the add grace period (does not include names deleted while in
EPP pendingCreate status). A deletion must be
reported in the month the name is purged. |
33 |
deleted-domains-nograce |
domains
deleted outside the add grace period (does not include names deleted while in
EPP pendingCreate status). A deletion must be
reported in the month the name is purged. |
34 |
restored-domains |
domain
names restored during reporting period |
35 |
restored-noreport |
total
number of restored names for which a restore report is required by the
registry, but the registrar failed to submit it |
36 |
agp-exemption-requests |
total
number of AGP (add grace period) exemption requests |
37 |
agp-exemptions-granted |
total
number of AGP (add grace period) exemption requests granted |
38 |
agp-exempted-domains |
total
number of names affected by granted AGP (add grace period) exemption requests |
39 |
attempted-adds |
number
of attempted (both successful and failed) domain name create commands |
The first line shall include the field names exactly as described
in the table above as a “header line” as described in section 2 of RFC
4180. The last line of each report shall
include totals for each column across all registrars; the first field of this
line shall read “Totals” while the second field shall be left empty in that
line. No other lines besides the ones
described above shall be included. Line
breaks shall be <U+000D, U+000A> as described in RFC 4180.
2.
Registry Functions Activity Report. This
report shall be compiled in a comma separated-value formatted file as specified
in RFC 4180. The file shall be named
“gTLD-activity-yyyymm.csv”, where “gTLD” is the gTLD name; in case of an
IDN-TLD, the A-label shall be used; “yyyymm” is the
year and month being reported. The file
shall contain the following fields:
Field # |
Field Name |
Description |
01 |
operational-registrars |
number
of operational registrars in the production system at the end of the
reporting period |
02 |
zfa-passwords |
number
of active zone file access passwords at the end of the reporting period;
"CZDS" may be used instead of the number of active zone file access
passwords, if the Centralized Zone Data Service (CZDS) is used to provide the
zone file to the end user |
03 |
whois-43-queries |
number
of WHOIS (port-43) queries responded during the reporting period |
04 |
web-whois-queries |
number
of Web-based Whois queries responded during the
reporting period, not including searchable Whois |
05 |
searchable-whois-queries |
number
of searchable Whois queries responded during the
reporting period, if offered |
06 |
dns-udp-queries-received |
number
of DNS queries received over UDP transport during the reporting period |
07 |
dns-udp-queries-responded |
number
of DNS queries received over UDP transport that were responded during the
reporting period |
08 |
dns-tcp-queries-received |
number
of DNS queries received over TCP transport during the reporting period |
09 |
dns-tcp-queries-responded |
number
of DNS queries received over TCP transport that were responded during the
reporting period |
10 |
srs-dom-check |
number
of SRS (EPP and any other interface) domain name “check” requests responded
during the reporting period |
11 |
srs-dom-create |
number
of SRS (EPP and any other interface) domain name “create” requests responded
during the reporting period |
12 |
srs-dom-delete |
number
of SRS (EPP and any other interface) domain name “delete” requests responded
during the reporting period |
13 |
srs-dom-info |
number
of SRS (EPP and any other interface) domain name “info” requests responded
during the reporting period |
14 |
srs-dom-renew |
number
of SRS (EPP and any other interface) domain name “renew” requests responded
during the reporting period |
15 |
srs-dom-rgp-restore-report |
number
of SRS (EPP and any other interface) domain name RGP “restore” requests
delivering a restore report responded during the reporting period |
16 |
srs-dom-rgp-restore-request |
number
of SRS (EPP and any other interface) domain name RGP “restore” requests
responded during the reporting period |
17 |
srs-dom-transfer-approve |
number
of SRS (EPP and any other interface) domain name “transfer” requests to
approve transfers responded during the reporting period |
18 |
srs-dom-transfer-cancel |
number
of SRS (EPP and any other interface) domain name “transfer” requests to
cancel transfers responded during the reporting period |
19 |
srs-dom-transfer-query |
number
of SRS (EPP and any other interface) domain name “transfer” requests to query
about a transfer responded during the reporting period |
20 |
srs-dom-transfer-reject |
number
of SRS (EPP and any other interface) domain name “transfer” requests to
reject transfers responded during the reporting period |
21 |
srs-dom-transfer-request |
number
of SRS (EPP and any other interface) domain name “transfer” requests to
request transfers responded during the reporting period |
22 |
srs-dom-update |
number
of SRS (EPP and any other interface) domain name “update” requests (not
including RGP restore requests) responded during the reporting period |
23 |
srs-host-check |
number
of SRS (EPP and any other interface) host “check” requests responded during
the reporting period |
24 |
srs-host-create |
number
of SRS (EPP and any other interface) host “create” requests responded during
the reporting period |
25 |
srs-host-delete |
number
of SRS (EPP and any other interface) host “delete” requests responded during
the reporting period |
26 |
srs-host-info |
number
of SRS (EPP and any other interface) host “info” requests responded during
the reporting period |
27 |
srs-host-update |
number
of SRS (EPP and any other interface) host “update” requests responded during
the reporting period |
28 |
srs-cont-check |
number
of SRS (EPP and any other interface) contact “check” requests responded
during the reporting period |
29 |
srs-cont-create |
number
of SRS (EPP and any other interface) contact “create” requests responded
during the reporting period |
30 |
srs-cont-delete |
number
of SRS (EPP and any other interface) contact “delete” requests responded
during the reporting period |
31 |
srs-cont-info |
number
of SRS (EPP and any other interface) contact “info” requests responded during
the reporting period |
32 |
srs-cont-transfer-approve |
number
of SRS (EPP and any other interface) contact “transfer” requests to approve
transfers responded during the reporting period |
33 |
srs-cont-transfer-cancel |
number
of SRS (EPP and any other interface) contact “transfer” requests to cancel
transfers responded during the reporting period |
34 |
srs-cont-transfer-query |
number
of SRS (EPP and any other interface) contact “transfer” requests to query
about a transfer responded during the reporting period |
35 |
srs-cont-transfer-reject |
number
of SRS (EPP and any other interface) contact “transfer” requests to reject
transfers responded during the reporting period |
36 |
srs-cont-transfer-request |
number
of SRS (EPP and any other interface) contact “transfer” requests to request
transfers responded during the reporting period |
37 |
srs-cont-update |
number
of SRS (EPP and any other interface) contact “update” requests responded
during the reporting period |
The first line shall include the field names exactly as described
in the table above as a “header line” as described in section 2 of RFC
4180. No other lines besides the ones
described above shall be included. Line
breaks shall be <U+000D, U+000A> as described in RFC 4180.
For gTLDs that are part of a single-instance Shared Registry
System, the Registry Functions Activity Report may include the total contact or
host transactions for all the gTLDs in the system.
SPECIFICATION 4
REGISTRATION DATA PUBLICATION SERVICES
1.
Registration Data Directory Services.
Until ICANN requires a different protocol, Registry Operator will
operate a WHOIS service available via port 43 in accordance with RFC 3912, and
a web-based Directory Service at <whois.nic.TLD>
providing free public query-based access to at least the following elements in
the following format. ICANN reserves the
right to specify alternative formats and protocols, and upon such
specification, the Registry Operator will implement such alternative
specification as soon as reasonably practicable.
Registry Operator shall implement a new standard supporting access
to domain name registration data (SAC 051) no later than one hundred
thirty-five (135) days after it is requested by ICANN if: 1) the IETF produces
a standard (i.e., it is published, at least, as a Proposed Standard RFC as
specified in RFC 2026); and 2) its implementation is commercially reasonable in
the context of the overall operation of the registry.
1.1.
The format
of responses shall follow a semi-free text format outline below, followed by a
blank line and a legal disclaimer specifying the rights of Registry Operator,
and of the user querying the database.
1.2.
Each data
object shall be represented as a set of key/value pairs, with lines beginning
with keys, followed by a colon and a space as delimiters, followed by the
value.
1.3.
For fields
where more than one value exists, multiple key/value pairs with the same key shall
be allowed (for example to list multiple name servers). The first key/value pair after a blank line
should be considered the start of a new record, and should be considered as
identifying that record, and is used to group data, such as hostnames and IP
addresses, or a domain name and registrant information, together.
1.4.
The fields
specified below set forth the minimum output requirements. Registry Operator may output data fields in
addition to those specified below, subject to approval by ICANN, which approval
shall not be unreasonably withheld.
1.5.1
Query format: whois EXAMPLE.TLD
Domain Name: EXAMPLE.TLD
Domain ID: D1234567-TLD
WHOIS Server: whois.example.tld
Referral URL: http://www.example.tld
Updated Date: 2009-05-29T20:13:00Z
Creation Date: 2000-10-08T00:45:00Z
Registry Expiry Date: 2010-10-08T00:44:59Z
Sponsoring Registrar: EXAMPLE REGISTRAR LLC
Sponsoring Registrar IANA ID: 5555555
Domain Status: clientDeleteProhibited
Domain Status: clientRenewProhibited
Domain Status: clientTransferProhibited
Domain Status: serverUpdateProhibited
Registrant ID: 5372808-ERL
Registrant Name: EXAMPLE REGISTRANT
Registrant Organization: EXAMPLE ORGANIZATION
Registrant Street: 123 EXAMPLE STREET
Registrant City: ANYTOWN
Registrant State/Province: AP
Registrant Postal Code: A1A1A1
Registrant Country: EX
Registrant Phone: +1.5555551212
Registrant Phone Ext: 1234
Registrant Fax: +1.5555551213
Registrant Fax Ext: 4321
Registrant Email: EMAIL@EXAMPLE.TLD
Admin ID: 5372809-ERL
Admin Name: EXAMPLE REGISTRANT ADMINISTRATIVE
Admin Organization: EXAMPLE REGISTRANT ORGANIZATION
Admin Street: 123 EXAMPLE STREET
Admin City: ANYTOWN
Admin State/Province: AP
Admin Postal Code: A1A1A1
Admin Country: EX
Admin Phone: +1.5555551212
Admin Phone Ext: 1234
Admin Fax: +1.5555551213
Admin Fax Ext:
Admin Email: EMAIL@EXAMPLE.TLD
Tech ID: 5372811-ERL
Tech Name: EXAMPLE REGISTRAR TECHNICAL
Tech Organization: EXAMPLE REGISTRAR LLC
Tech Street: 123 EXAMPLE STREET
Tech City: ANYTOWN
Tech State/Province: AP
Tech Postal Code: A1A1A1
Tech Country: EX
Tech Phone: +1.1235551234
Tech Phone Ext: 1234
Tech Fax: +1.5555551213
Tech Fax Ext: 93
Tech Email: EMAIL@EXAMPLE.TLD
Name Server: NS01.EXAMPLEREGISTRAR.TLD
Name Server: NS02.EXAMPLEREGISTRAR.TLD
DNSSEC: signedDelegation
DNSSEC: unsigned
>>> Last update of WHOIS database: 2009-05-29T20:15:00Z <<<
1.6.1
Query format: whois “registrar Example Registrar, Inc.”
Registrar Name: Example Registrar, Inc.
Street: 1234 Admiralty Way
City: Marina del Rey
State/Province: CA
Postal Code: 90292
Country: US
Phone Number: +1.3105551212
Fax Number: +1.3105551213
Email: registrar@example.tld
WHOIS Server: whois.example-registrar.tld
Referral URL: http://www.example-registrar.tld
Admin Contact: Joe Registrar
Phone Number: +1.3105551213
Fax Number: +1.3105551213
Email: joeregistrar@example-registrar.tld
Admin Contact: Jane Registrar
Phone Number: +1.3105551214
Fax Number: +1.3105551213
Email: janeregistrar@example-registrar.tld
Technical Contact: John Geek
Phone Number: +1.3105551215
Fax Number: +1.3105551216
Email: johngeek@example-registrar.tld
>>> Last update of WHOIS database: 2009-05-29T20:15:00Z <<<
1.7.1
Query format: whois “nameserver (nameserver name)”, or whois “nameserver (IP Address).” For example: whois
“nameserver NS1.EXAMPLE.TLD”.
Server Name: NS1.EXAMPLE.TLD
IP Address: 192.0.2.123
IP Address:
2001:0DB8::1
Registrar: Example Registrar, Inc.
WHOIS Server: whois.example-registrar.tld
Referral URL: http://www.example-registrar.tld
>>> Last update of WHOIS database: 2009-05-29T20:15:00Z <<<
1.8.
The format
of the following data fields: domain
status, individual and organizational names, address, street, city,
state/province, postal code, country, telephone and fax numbers (the extension
will be provided as a separate field as shown above), email addresses, date and
times should conform to the mappings specified in EPP RFCs 5730-5734 so that
the display of this information (or values return in WHOIS responses) can be
uniformly processed and understood.
1.9.
In order to
be compatible with ICANN’s common interface for WHOIS (InterNIC),
WHOIS output shall be in the format outline above.
1.10.
Searchability.
Offering searchability capabilities on the Directory Services is
optional but if offered by the Registry Operator it shall comply with the
specification described in this section.
1.10.1
Registry
Operator will offer searchability on the web-based Directory Service.
1.10.2
Registry
Operator will offer partial match capabilities, at least, on the following
fields: domain name, contacts and
registrant’s name, and contact and registrant’s postal address, including all
the sub-fields described in EPP (e.g., street, city, state or province, etc.).
1.10.3
Registry
Operator will offer exact-match capabilities, at least, on the following
fields: Registrar ID, name server name,
and name server’s IP address (only applies to IP addresses stored by the
registry, i.e., glue records).
1.10.4
Registry
Operator will offer Boolean search capabilities supporting, at least, the
following logical operators to join a set of search criteria: AND, OR, NOT.
1.10.5
Search
results will include domain names matching the search criteria.
1.10.6
Registry
Operator will: 1) implement appropriate
measures to avoid abuse of this feature (e.g., permitting access only to
legitimate authorized users); and 2) ensure the feature is in compliance with
any applicable privacy laws or policies.
1.11.
Registry
Operator shall provide a link on the primary website for the TLD (i.e., the
website provided to ICANN for publishing on the ICANN website) to a web page
designated by ICANN containing WHOIS policy and educational materials.
2.1.1
Zone File Access Agreement.
Registry Operator will enter into an agreement with any Internet user,
which will allow such user to access an Internet host server or servers
designated by Registry Operator and download zone file data. The agreement will be standardized,
facilitated and administered by a Centralized Zone Data Access Provider, which
may be ICANN or an ICANN designee (the “CZDA Provider”). Registry Operator (optionally through the
CZDA Provider) will provide access to zone file data per Section 2.1.3 of this
Specification and do so using the file format described in Section 2.1.4 of
this Specification. Notwithstanding the
foregoing, (a) the CZDA Provider may reject the request for access of any user
that does not satisfy the credentialing requirements in Section 2.1.2 below;
(b) Registry Operator may reject the request for access of any user that does
not provide correct or legitimate credentials under Section 2.1.2 below or
where Registry Operator reasonably believes will violate the terms of Section
2.1.5. below; and, (c) Registry Operator may revoke access of any user if
Registry Operator has evidence to support that the user has violated the terms
of Section 2.1.5 below.
2.1.2
Credentialing Requirements. Registry Operator, through the facilitation
of the CZDA Provider, will request each user to provide it with information
sufficient to correctly identify and locate the user. Such user information will include, without
limitation, company name, contact name, address, telephone number, facsimile
number, email address and IP address.
2.1.3
Grant of Access. Each
Registry Operator (optionally through the CZDA Provider) will provide the Zone
File SFTP (or other Registry supported) service for an ICANN-specified and
managed URL (specifically, <TLD>.zda.icann.org where <TLD> is the
TLD for which the registry is responsible) for the user to access the
Registry’s zone data archives. Registry
Operator will grant the user a non-exclusive, nontransferable, limited right to
access Registry Operator’s (optionally CZDA Provider's) Zone File hosting
server, and to transfer a copy of the top-level domain zone files, and any
associated cryptographic checksum files no more than once per 24 hour period
using SFTP, or other data transport and access protocols that may be prescribed
by ICANN. For every zone file access
server, the zone files are in the top-level directory called
<zone>.zone.gz, with <zone>.zone.gz.md5 and <zone>.zone.gz.sig to verify downloads. If the Registry Operator (or the CZDA
Provider) also provides historical data, it will use the naming pattern
<zone>-yyyymmdd.zone.gz, etc.
2.1.4
File Format Standard.
Registry Operator (optionally through the CZDA Provider) will provide
zone files using a subformat of the standard Master
File format as originally defined in RFC 1035, Section 5, including all the
records present in the actual zone used in the public DNS. Sub-format is as follows:
1.
Each record
must include all fields in one line as:
<domain-name> <TTL> <class> <type>
<RDATA>.
2.
Class and
Type must use the standard mnemonics and must be in lower case.
3.
TTL must be
present as a decimal integer.
4.
Use of \X
and \DDD inside domain names is allowed.
5.
All domain
names must be in lower case.
6.
Must use
exactly one tab as separator of fields inside a record.
7.
All domain
names must be fully qualified.
9.
No use of
“@” to denote current origin.
10.
No use of
“blank domain names” at the beginning of a record to continue the use of the
domain name in the previous record.
13.
No use of
parentheses, e.g., to continue the list of fields in a record across a line
boundary.
16.
The SOA
record should be present at the top and (duplicated at) the end of the zone
file.
17.
With the
exception of the SOA record, all the records in a file must be in alphabetical
order.
18.
One zone per
file. If a TLD divides its DNS data into
multiple zones, each zone goes into a separate file named as above, with all
the files combined using tar into a file called <tld>.zone.tar.
2.1.5
Use of Data by User.
Registry Operator will permit user to use the zone file for lawful
purposes; provided that (a) user takes all reasonable steps to protect against
unauthorized access to, use of, and disclosure of the data, and (b) under no
circumstances will Registry Operator be required or permitted to allow user to
use the data to (i) allow, enable or otherwise
support any marketing activities to entities other than the user’s existing
customers, regardless of the medium used (such media include but are not limited
to transmission by e-mail, telephone, facsimile, postal mail, SMS, and wireless
alerts of mass unsolicited, commercial advertising or solicitations to
entities), (ii) enable high volume, automated, electronic processes that send
queries or data to the systems of Registry Operator or any ICANN-accredited
registrar, or (iii) interrupt, disrupt or interfere in the normal business
operations of any registrant.
2.1.6
Term of Use. Registry Operator,
through CZDA Provider, will provide each user with access to the zone file for
a period of not less than three (3) months.
Registry Operator will allow users to renew their Grant of Access.
2.1.7
No Fee for Access.
Registry Operator will provide, and CZDA Provider will facilitate,
access to the zone file to user at no cost.
2.2.1
Assistance. Registry Operator will
co-operate and provide reasonable assistance to ICANN and the CZDA Provider to
facilitate and maintain the efficient access of zone file data by permitted
users as contemplated under this Schedule.
2.3.
ICANN Access.
Registry Operator shall provide bulk access to the zone files for the
TLD to ICANN or its designee on a continuous basis in the manner ICANN may
reasonably specify from time to time. Access will be provided at least daily.
Zone files will include SRS data committed as close as possible to 00:00:00
UTC.
2.4.
Emergency Operator Access.
Registry Operator shall provide bulk access to the zone files for the
TLD to the Emergency Operators designated by ICANN on a continuous basis in the
manner ICANN may reasonably specify from time to time.
3.
Bulk Registration Data Access to ICANN
3.1.
Periodic Access to Thin Registration Data. In
order to verify and ensure the operational stability of Registry Services as
well as to facilitate compliance checks on accredited registrars, Registry
Operator will provide ICANN on a weekly basis (the day to be designated by
ICANN) with up-to-date Registration Data as specified below. Data will include data committed as of
00:00:00 UTC on the day previous to the one designated for retrieval by ICANN.
3.1.1
Contents. Registry Operator will
provide, at least, the following data for all registered domain names: domain name, domain name repository object id
(roid), Registrar ID (IANA ID), statuses, last
updated date, creation date, expiration date, and name server names. For sponsoring registrars, at least, it will
provide: registrar name, registrar id
(IANA ID), hostname of registrar Whois server, and
URL of registrar.
3.1.2
Format. The data will be provided
in the format specified in Specification 2 for Data Escrow (including
encryption, signing, etc.) but including only the fields mentioned in the
previous section, i.e., the file will only contain Domain and Registrar objects
with the fields mentioned above. Registry
Operator has the option to provide a full deposit file instead as specified in
Specification 2.
3.1.3
Access. Registry Operator will
have the file(s) ready for download as of 00:00:00 UTC on the day designated
for retrieval by ICANN. The file(s) will
be made available for download by SFTP, though ICANN may request other means in
the future.
3.2.
Exceptional Access to Thick Registration Data. In
case of a registrar failure, deaccreditation, court
order, etc. that prompts the temporary or definitive transfer of its domain
names to another registrar, at the request of ICANN, Registry Operator will
provide ICANN with up-to-date data for the domain names of the losing
registrar. The data will be provided in
the format specified in Specification 2 for Data Escrow. The file will only contain data related to
the domain names of the losing registrar.
Registry Operator will provide the data as soon as commercially
practicable, but in no event later than five (5) calendar days following
ICANN’s request. Unless otherwise agreed
by Registry Operator and ICANN, the file will be made available for download by
ICANN in the same manner as the data specified in Section 3.1 of this
Specification.
SPECIFICATION 5
SCHEDULE OF RESERVED NAMES
Except to the extent that ICANN otherwise
expressly authorizes in writing, and subject to the terms and conditions of
this Specification, Registry Operator shall reserve the following labels from
initial (i.e., other than renewal) registration within the TLD. If using self-allocation, the Registry
Operator must show the registration in the RDDS. In the case of IDN names (as
indicated below), IDN variants will be identified according to the registry
operator IDN registration policy, where applicable.
1.
Example.
The ASCII
label “EXAMPLE” shall be withheld from registration or allocated to Registry
Operator at the second level and at all other levels within the TLD at which
Registry Operator offers registrations (such second level and all other levels
are collectively referred to herein as, “All Levels”). Such label may not be activated in the DNS,
and may not be released for registration to any person or entity other than
Registry Operator. Upon conclusion of
Registry Operator’s designation as operator of the registry for the TLD, such
withheld or allocated label shall be transferred as specified by ICANN.
Registry Operator may self-allocate and renew such name without use of an ICANN
accredited registrar, which will not be considered Transactions for purposes of
Section 6.1 of the Agreement.
2.
Two-character labels. All
two-character ASCII labels shall be withheld from registration or allocated to
Registry Operator at the second level within the TLD. Such labels may not be activated in the DNS,
and may not be released for registration to any person or entity other than
Registry Operator, provided that such two-character label strings may be
released to the extent that Registry Operator reaches agreement with the
related government and country-code manager of the string as specified in the
ISO 3166-1 alpha-2 standard. The
Registry Operator may also propose the release of these reservations based on
its implementation of measures to avoid confusion with the corresponding
country codes, subject to approval by ICANN.
Upon conclusion of Registry Operator’s designation as operator of the
registry for the TLD, all such labels that remain withheld from registration or
allocated to Registry Operator shall be transferred as specified by ICANN. Registry Operator may self-allocate and renew
such names without use of an ICANN accredited registrar, which will not be
considered Transactions for purposes of Section 6.1 of the Agreement.
3.
Reservations for Registry Operations.
3.1.
The
following ASCII labels must be withheld from registration or allocated to
Registry Operator at All Levels for use in connection with the operation of the
registry for the TLD: WWW, RDDS and
WHOIS. The following ASCII label must be
allocated to Registry Operator upon delegation into the root zone at All Levels
for use in connection with the operation of the registry for the TLD: NIC.
Registry Operator may activate WWW, RDDS and WHOIS in the DNS, but must
activate NIC in the DNS, as necessary for the operation of the TLD (in
accordance with the provisions of Exhibit A, the ASCII label NIC must be
provisioned in the DNS as a zone cut using NS resource records). None of WWW, RDDS, WHOIS or NIC may be
released or registered to any person (other than Registry Operator) or third
party. Upon conclusion of Registry
Operator’s designation as operator of the registry for the TLD all such
withheld or allocated names shall be transferred as specified by ICANN. Registry Operator may self-allocate and renew
such names without use of an ICANN accredited registrar, which will not be
considered Transactions for purposes of Section 6.1 of the Agreement. Such domains shall be identified by Registrar
ID 9999.
3.1.1
If Exhibit A
to the Agreement specifically provides that Registry Operator may offer
registration of IDNs, Registry Operator may also activate a language-specific
translation or transliteration of the term "NIC" or an abbreviation
for the translation of the term "Network Information Center" in the
DNS in accordance with Registry Operator’s IDN Tables and IDN Registration
Rules. Such translation, transliteration
or abbreviation may be reserved by Registry Operator and used in addition to
the label NIC to provide any required registry functions. For the avoidance of doubt, Registry Operator
is required to activate the ASCII label NIC pursuant to Section 3.1 of this
Specification 3.
3.2.
Registry Operator
may activate in the DNS at All Levels up to one hundred (100) names (plus their
IDN variants, where applicable) necessary for the operation or the promotion of
the TLD. Registry Operator must act as
the Registered Name Holder of such names as that term is defined in the
then-current ICANN Registrar Accreditation Agreement (RAA). These activations
will be considered Transactions for purposes of Section 6.1 of the Agreement.
Registry Operator must either (i) register such names
through an ICANN accredited registrar; or (ii) self-allocate such names and
with respect to those names submit to and be responsible to ICANN for
compliance with ICANN Consensus Policies and the obligations set forth in
Subsections 3.7.7.1 through 3.7.7.12 of the then-current RAA (or any other
replacement clause setting out the terms of the registration agreement between
a registrar and a registered name holder).
If Registry Operator chooses option (ii) above, it shall identify these
transactions using Registrar ID 9998. At
Registry Operator’s discretion and in compliance with all other terms of this
Agreement, including the RPMs set forth in Specification 7, such names may be
released for registration to another person or entity.
3.3.
Registry
Operator may withhold from registration or allocate to Registry Operator names
(including their IDN variants, where applicable) at All Levels in accordance
with Section 2.6 of the Agreement. Such
names may not be activated in the DNS, but may be released for registration to
Registry Operator or another person or entity at Registry Operator’s
discretion, subject to compliance with all the terms of this Agreement,
including applicable RPMs set forth in Specification 7. Upon conclusion of Registry Operator’s
designation as operator of the registry for the TLD, all such names that remain
withheld from registration or allocated to Registry Operator shall be
transferred as specified by ICANN. Upon
ICANN’s request, Registry Operator shall provide a listing of all names
withheld or allocated to Registry Operator pursuant to Section 2.6 of the
Agreement. Registry Operator may self-allocate and renew such names without use
of an ICANN accredited registrar, which will not be considered Transactions for
purposes of Section 6.1 of the Agreement.
3.4.
Effective
upon the conclusion of the No-Activation Period specified in Section 6.1 of
Specification 6, Registry Operator shall allocate the domain name "icann-sla-monitoring.<tld>" to the ICANN testing registrar (as such
registrar is described in Section 8.2 of Specification 10). If such domain name is not available for
registration in the TLD or is otherwise inconsistent with the registration
policies of the TLD, Registry Operator may allocate a different domain name to
the ICANN testing registrar in consultation with ICANN. The allocation of any such alternative domain
name will be communicated to ICANN following such consultation. The allocation of the domain name "icann-sla-monitoring.<tld>" to the ICANN testing registrar will not (i) be considered a Transaction for purposes of Section 6.1
of the Agreement, (ii) count towards the one hundred domain names available to
Registry Operator under Section 3.2 of this Specification 5, or (iii) adversely
affect Registry Operator’s qualification as a .BRAND TLD pursuant to
Specification 13 (.BRAND TLD Provisions) hereto (as applicable).
4.
Country and Territory Names. The
country and territory names (including their IDN variants, where applicable)
contained in the following internationally recognized lists shall be withheld
from registration or allocated to Registry Operator at All Levels:
4.1.
the short
form (in English) of all country and territory names contained on the ISO
3166-1 list, as updated from time to time, including the European Union, which
is exceptionally reserved on the ISO 3166-1 list, and its scope extended in
August 1999 to any application needing to represent the name European Union
<http://www.iso.org/iso/support/country_codes/iso_3166_code_lists/iso-3166-1_decoding_table.htm>;
4.2.
the United
Nations Group of Experts on Geographical Names, Technical Reference Manual for
the Standardization of Geographical Names, Part III Names of Countries of the
World; and
4.3.
the list of
United Nations member states in 6 official United Nations languages prepared by
the Working Group on Country Names of the United Nations Conference on the
Standardization of Geographical Names;
provided, that the reservation of specific country and territory
names (including their IDN variants according to the registry operator IDN registration
policy, where applicable) may be released to the extent that Registry Operator
reaches agreement with the applicable government(s). Registry Operator must not activate such
names in the DNS; provided, that Registry Operator may propose the release of
these reservations, subject to review by ICANN’s Governmental Advisory
Committee and approval by ICANN. Upon
conclusion of Registry Operator’s designation as operator of the registry for
the TLD, all such names that remain withheld from registration or allocated to
Registry Operator shall be transferred as specified by ICANN. Registry Operator
may self-allocate and renew such names without use of an ICANN accredited
registrar, which will not be considered Transactions for purposes of Section
6.1 of the Agreement.
5. International
Olympic Committee; International Red Cross and Red Crescent Movement. As instructed from time to time by ICANN, the
names (including their IDN variants, where applicable) relating to the
International Olympic Committee, International Red Cross and Red Crescent
Movement listed at http://www.icann.org/en/resources/registries/reserved shall be withheld from registration or
allocated to Registry Operator at the second level within the TLD. Additional International Olympic Committee,
International Red Cross and Red Crescent Movement names (including their IDN
variants) may be added to the list upon ten (10) calendar days
notice from ICANN to Registry Operator.
Such names may not be activated in the DNS, and may not be released for
registration to any person or entity other than Registry Operator. Upon conclusion of Registry Operator’s designation
as operator of the registry for the TLD, all such names withheld from
registration or allocated to Registry Operator shall be transferred as
specified by ICANN. Registry Operator
may self-allocate and renew such names without use of an ICANN accredited
registrar, which will not be considered Transactions for purposes of Section
6.1 of the Agreement.
6. Intergovernmental
Organizations. As instructed from time to time by ICANN,
Registry Operator will implement the protections mechanism determined by the
ICANN Board of Directors relating to the protection of identifiers for
Intergovernmental Organizations. A list
of reserved names for this Section 6 is available at http://www.icann.org/en/resources/registries/reserved.
Additional names (including their IDN variants) may be added to the list
upon ten (10) calendar days notice from ICANN to
Registry Operator. Any such protected
identifiers for Intergovernmental Organizations may not be activated in the
DNS, and may not be released for registration to any person or entity other
than Registry Operator. Upon conclusion
of Registry Operator’s designation as operator of the registry for the TLD, all
such protected identifiers shall be transferred as specified by ICANN. Registry Operator may self-allocate and renew
such names without use of an ICANN accredited registrar, which will not be
considered Transactions for purposes of Section 6.1 of the Agreement.
SPECIFICATION 6
REGISTRY INTEROPERABILITY AND CONTINUITY SPECIFICATIONS
1.1.
DNS. Registry Operator shall
comply with relevant existing RFCs and those published in the future by the
Internet Engineering Task Force (IETF), including all successor standards,
modifications or additions thereto relating to the DNS and name server
operations including without limitation RFCs 1034, 1035, 1123, 1982, 2181,
2182, 3226, 3596, 3597, 4343, 5966 and 6891.
DNS labels
may only include hyphens in the third and fourth position if they represent
valid IDNs (as specified above) in their ASCII encoding (e.g., “xn--ndk061n”).
1.2.
EPP. Registry Operator shall
comply with relevant existing RFCs and those published in the future by the
Internet Engineering Task Force (IETF) including all successor standards,
modifications or additions thereto relating to the provisioning and management
of domain names using the Extensible Provisioning Protocol (EPP) in conformance
with RFCs 5910, 5730, 5731, 5732 (if using host objects), 5733 and 5734. If Registry Operator implements Registry
Grace Period (RGP), it will comply with RFC 3915 and its successors. If Registry Operator requires the use of
functionality outside the base EPP RFCs, Registry Operator must document EPP
extensions in Internet-Draft format following the guidelines described in RFC
3735. Registry Operator will provide and
update the relevant documentation of all the EPP Objects and Extensions
supported to ICANN prior to deployment.
1.3.
DNSSEC. Registry Operator shall
sign its TLD zone files implementing Domain Name System Security Extensions
(“DNSSEC”). For the absence of doubt,
Registry Operator shall sign the zone file of <TLD> and zone files used
for in-bailiwick glue for the TLD’s DNS servers. During the Term, Registry Operator shall
comply with RFCs 4033, 4034, 4035, 4509 and their successors, and follow the
best practices described in RFC 6781 and its successors. If Registry Operator implements Hashed
Authenticated Denial of Existence for DNS Security Extensions, it shall comply
with RFC 5155 and its successors.
Registry Operator shall accept public-key material from child domain
names in a secure manner according to industry best practices. Registry shall also publish in its website
the DNSSEC Practice Statements (DPS) describing critical security controls and
procedures for key material storage, access and usage for its own keys and
secure acceptance of registrants’ public-key material. Registry Operator shall publish its DPS
following the format described in RFC 6841.
DNSSEC validation must be active and use the IANA DNS Root Key Signing
Key set (available at https://www.iana.org/dnssec/files) as a trust anchor for Registry
Operator’s Registry Services making use of data obtained via DNS responses.
1.4.
IDN. If the Registry Operator
offers Internationalized Domain Names (“IDNs”), it shall comply with RFCs 5890,
5891, 5892, 5893 and their successors.
Registry Operator shall comply with the ICANN IDN Guidelines at
<http://www.icann.org/en/topics/idn/implementation-guidelines.htm>, as
they may be amended, modified, or superseded from time to time. Registry Operator shall publish and keep
updated its IDN Tables and IDN Registration Rules in the IANA Repository of IDN
Practices.
1.5.
IPv6. Registry Operator shall
be able to accept IPv6 addresses as glue records in its Registry System and
publish them in the DNS. Registry
Operator shall offer public IPv6 transport for, at least, two of the Registry’s
name servers listed in the root zone with the corresponding IPv6 addresses
registered with IANA. Registry Operator
should follow “DNS IPv6 Transport Operational Guidelines” as described in BCP
91 and the recommendations and considerations described in RFC 4472. Registry Operator shall offer public IPv6
transport for its Registration Data Publication Services as defined in
Specification 4 of this Agreement; e.g., Whois (RFC
3912), Web based Whois. Registry Operator shall offer public IPv6
transport for its Shared Registration System (SRS) to any Registrar, no later
than six (6) months after receiving the first request in writing from a gTLD
accredited Registrar willing to operate with the SRS over IPv6.
1.6.
IANA Rootzone Database. In order to ensure that authoritative information about
the TLD remains publicly available, Registry Operator shall submit a change
request to the IANA functions operator updating any outdated or inaccurate DNS or WHOIS records of the TLD. Registry Operator shall use commercially
reasonable efforts to submit any such change request no later than seven (7)
calendar days after the date any such DNS or WHOIS records becomes outdated or
inaccurate. Registry Operator must
submit all change requests in accordance with the procedures set forth at
<http://www.iana.org/domains/root>.
1.7.
Network
Ingress Filtering. Registry Operator shall implement network
ingress filtering checks for its Registry Services as described in BCP 38 and
BCP 84, which ICANN will also implement.
2.
Registry Services
2.1.
Registry Services.
“Registry Services” are, for purposes of the Agreement, defined as the
following: (a) those services that are
operations of the registry critical to the following tasks: the receipt of data from registrars
concerning registrations of domain names and name servers; provision to
registrars of status information relating to the zone servers for the TLD;
dissemination of TLD zone files; operation of the registry DNS servers; and
dissemination of contact and other information concerning domain name server
registrations in the TLD as required by this Agreement; (b) other products or
services that the Registry Operator is required to provide because of the
establishment of a Consensus Policy as defined in Specification 1; (c) any
other products or services that only a registry operator is capable of
providing, by reason of its designation as the registry operator; and (d)
material changes to any Registry Service within the scope of (a), (b) or (c)
above.
2.2.
Wildcard Prohibition. For
domain names which are either not registered, or the registrant has not
supplied valid records such as NS records for listing in the DNS zone file, or
their status does not allow them to be published in the DNS, the use of DNS
wildcard Resource Records as described in RFCs 1034 and 4592 or any other
method or technology for synthesizing DNS Resources Records or using
redirection within the DNS by the Registry is prohibited. When queried for such domain names the
authoritative name servers must return a “Name Error” response (also known as
NXDOMAIN), RCODE 3 as described in RFC 1035 and related RFCs. This provision applies for all DNS zone files
at all levels in the DNS tree for which the Registry Operator (or an affiliate
engaged in providing Registration Services) maintains data, arranges for such
maintenance, or derives revenue from such maintenance.
3.
Registry Continuity
3.1.
High Availability.
Registry Operator will conduct its operations using network and
geographically diverse, redundant servers (including network-level redundancy,
end-node level redundancy and the implementation of a load balancing scheme
where applicable) to ensure continued operation in the case of technical
failure (widespread or local), or an extraordinary occurrence or circumstance
beyond the control of the Registry Operator.
Registry Operator’s emergency operations department shall be available
at all times to respond to extraordinary occurrences.
3.2.
Extraordinary Event.
Registry Operator will use commercially reasonable efforts to restore
the critical functions of the registry within twenty-four (24) hours after the
termination of an extraordinary event beyond the control of the Registry
Operator and restore full system functionality within a maximum of forty-eight
(48) hours following such event, depending on the type of critical function
involved. Outages due to such an event
will not be considered a lack of service availability.
3.3.
Business Continuity.
Registry Operator shall maintain a business continuity plan, which will
provide for the maintenance of Registry Services in the event of an
extraordinary event beyond the control of the Registry Operator or business
failure of Registry Operator, and may include the designation of a Registry
Services continuity provider. If such
plan includes the designation of a Registry Services continuity provider,
Registry Operator shall provide the name and contact information for such
Registry Services continuity provider to ICANN.
In the case of an extraordinary event beyond the control of the Registry
Operator where the Registry Operator cannot be contacted, Registry Operator
consents that ICANN may contact the designated Registry Services continuity
provider, if one exists. Registry
Operator shall conduct Registry Services Continuity testing at least once per
year.
4.
Abuse Mitigation
4.1.
Abuse Contact.
Registry Operator shall provide to ICANN and publish on its website its
accurate contact details including a valid email and mailing address as well as
a primary contact for handling inquiries related to malicious conduct in the
TLD, and will provide ICANN with prompt notice of any changes to such contact
details.
4.2.
Malicious Use of Orphan Glue Records.
Registry Operator shall take action to remove orphan glue records (as
defined at http://www.icann.org/en/committees/security/sac048.pdf) when
provided with evidence in written form that such records are present in
connection with malicious conduct.
5.
Supported Initial and Renewal Registration
Periods
5.1.
Initial Registration Periods.
Initial registrations of registered names may be made in the registry in
one (1) year increments for up to a maximum of ten (10) years. For the avoidance of doubt, initial registrations
of registered names may not exceed ten (10) years.
5.2.
Renewal Periods.
Renewal of registered names may be made in one (1) year increments for
up to a maximum of ten (10) years. For
the avoidance of doubt, renewal of registered names may not extend their
registration period beyond ten (10) years from the time of the renewal.
6.
Name Collision Occurrence Management
6.1.
No-Activation Period. Registry Operator shall not activate any
names in the DNS zone for the Registry TLD (except for "NIC") until
at least 120 calendar days after the effective date of this agreement. Registry
Operator may allocate names (subject to subsection 6.2 below) during this
period only if Registry Operator causes registrants to be clearly informed of
the inability to activate names until the No-Activation Period ends.
6.2.
Name Collision Occurrence Assessment
6.2.1
Registry
Operator shall not activate any names in the DNS zone for the Registry TLD
except in compliance with a Name Collision Occurrence Assessment provided by
ICANN regarding the Registry TLD. Registry Operator will either (A) implement
the mitigation measures described in its Name Collision Occurrence Assessment
before activating any second-level domain name, or (B) block those second-level
domain names for which the mitigation measures as described in the Name
Collision Occurrence Assessment have not been implemented and proceed with
activating names that are not listed in the Assessment.
6.2.2
Notwithstanding
subsection 6.2.1, Registry Operator may proceed with activation of names in the
DNS zone without implementation of the measures set forth in Section 6.2.1 only
if (A) ICANN determines that the Registry TLD is eligible for this alternative
path to activation of names; and (B) Registry Operator blocks all second-level
domain names identified by ICANN and set forth at
<http://newgtlds.icann.org/en/announcements-and-media/announcement-2-17nov13-en>
as such list may be modified by ICANN from time to time. Registry Operator may activate names pursuant
to this subsection and later activate names pursuant to subsection 6.2.1.
6.2.3
The sets of
names subject to mitigation or blocking pursuant to Sections 6.2.1 and 6.2.2
will be based on ICANN analysis of DNS information including "Day in the
Life of the Internet" data maintained by the DNS Operations, Analysis, and
Research Center (DNS-OARC) <https://www.dns-oarc.net/oarc/data/ditl>.
6.2.4
Registry
Operator may participate in the development by the ICANN community of a process
for determining whether and how these blocked names may be released.
6.2.5
If ICANN
determines that the TLD is ineligible for the alternative path to activation of
names, ICANN may elect not to delegate the TLD pending completion of the final
Name Collision Occurrence Assessment for the TLD, and Registry Operator’s
completion of all required mitigation measures. Registry Operator understands
that the mitigation measures required by ICANN as a condition to activation of
names in the DNS zone for the TLD may include, without limitation, mitigation
measures such as those described in Section 3.2 of the New gTLD Name Collision
Occurrence Management Plan approved by the ICANN Board New gTLD Program
Committee (NGPC) on 7 October 2013 as found at <http://www.icann.org/en/groups/board/documents/resolutions-new-gtld-annex-1-07oct13-en.pdf>.
6.3.
Name Collision Report Handling
6.3.1
During the
first two years after delegation of the TLD, Registry Operator’s emergency
operations department shall be available to receive reports, relayed by ICANN,
alleging demonstrably severe harm from collisions with overlapping use of the names
outside of the authoritative DNS.
6.3.2
Registry
Operator shall develop an internal process for handling in an expedited manner
reports received pursuant to subsection 6.3.1 under which Registry Operator
may, to the extent necessary and appropriate, remove a recently activated name
from the TLD zone for a period of up to two years in order to allow the
affected party to make changes to its systems.
SPECIFICATION
7
MINIMUM REQUIREMENTS FOR RIGHTS PROTECTION MECHANISMS
1.
Rights Protection Mechanisms.
Registry Operator shall implement and adhere to the rights protection
mechanisms (“RPMs”) specified in this Specification. In addition to such RPMs, Registry Operator
may develop and implement additional RPMs that discourage or prevent
registration of domain names that violate or abuse another party’s legal
rights. Registry Operator will include
all RPMs required by this Specification 7 and any additional RPMs developed and
implemented by Registry Operator in the Registry-Registrar Agreement entered into
by ICANN-accredited registrars authorized to register names in the TLD.
Registry Operator shall implement in accordance with requirements set forth
therein each of the mandatory RPMs set forth in the Trademark Clearinghouse as
of the date hereof, as posted at http://www.icann.org/en/resources/registries/tmch-requirements
(the “Trademark Clearinghouse Requirements”), which may be revised in
immaterial respects by ICANN from time to time.
Registry Operator shall not mandate that any owner of applicable intellectual
property rights use any other trademark information aggregation, notification,
or validation service in addition to or instead of the ICANN-designated
Trademark Clearinghouse. If there is a
conflict between the terms and conditions of this Agreement and the Trademark
Clearinghouse Requirements, the terms and conditions of this Agreement shall
control. Registry Operator must enter
into a binding and enforceable Registry-Registrar Agreement with at least one ICANN accredited registrar authorizing such
registrar(s) to register domain names in the TLD as follows:
a. if
Registry Operator conducts a Qualified Launch Program or is authorized by ICANN
to conduct an Approved Launch Program (as those terms are defined in the
Trademark Clearinghouse Requirements), Registry Operator must enter into a
binding and enforceable Registry-Registrar Agreement with at least one ICANN
accredited registrar prior to allocating any domain names pursuant to such
Qualified Launch Program or Approved Launch Program, as applicable;
b. if
Registry Operator does not conduct a Qualified Launch Program or is not
authorized by ICANN to conduct an Approved Launch Program, Registry Operator
must enter into a binding and enforceable Registry-Registrar Agreement with at
least one ICANN accredited registrar at least thirty (30) calendar days prior
to the expiration date of the Sunrise Period (as defined in the Trademark
Clearinghouse Requirements) for the TLD; or
c. if
this Agreement contains a Specification 13, Registry Operator must enter into a
binding and enforceable Registry-Registrar Agreement with at least one ICANN
accredited registrar prior to the Claims Commencement Date (as defined in
Specification 13).
Nothing
in this Specification 7 shall limit or waive any other obligations or
requirements of this Agreement applicable to Registry Operator, including
Section 2.9(a) and Specification 9.
2.
Dispute Resolution Mechanisms.
Registry Operator will comply with the following dispute resolution
mechanisms as they may be revised from time to time:
a.
the
Trademark Post-Delegation Dispute Resolution Procedure (PDDRP) and the
Registration Restriction Dispute Resolution Procedure (RRDRP) adopted by ICANN
(posted at http://www.icann.org/en/resources/registries/pddrp
and http://www.icann.org/en/resources/registries/rrdrp,
respectively). Registry Operator agrees
to implement and adhere to any remedies ICANN imposes (which may include any
reasonable remedy, including for the avoidance of doubt, the termination of the
Registry Agreement pursuant to Section 4.3(e) of the Agreement) following a
determination by any PDDRP or RRDRP panel and to be bound by any such
determination; and
b.
the Uniform
Rapid Suspension system (“URS”) adopted by ICANN (posted at http://www.icann.org/en/resources/registries/urs),
including the implementation of determinations issued by URS examiners.
SPECIFICATION 8
CONTINUED OPERATIONS INSTRUMENT
1.
The
Continued Operations Instrument shall (a) provide for sufficient financial
resources to ensure the continued operation of the critical registry functions
related to the TLD set forth in Section 6 of Specification 10 to this Agreement
for a period of three (3) years following any termination of this Agreement on
or prior to the fifth anniversary of the Effective Date or for a period of one
(1) year following any termination of this Agreement after the fifth
anniversary of the Effective Date but prior to or on the sixth (6th)
anniversary of the Effective Date, and (b) be in the form of either (i) an irrevocable standby letter of credit, or (ii) an
irrevocable cash escrow deposit, each meeting the requirements set forth in
item 50(b) of Attachment to Module 2 – Evaluation Questions and Criteria – of
the gTLD Applicant Guidebook, as published and supplemented by ICANN prior to
the date hereof (which is hereby incorporated by reference into this
Specification 8). Registry Operator
shall use its best efforts to take all actions necessary or advisable to
maintain in effect the Continued Operations Instrument for a period of six (6)
years from the Effective Date, and to maintain ICANN as a third party
beneficiary thereof. If Registry
Operator elects to obtain an irrevocable standby letter of credit but the term
required above is unobtainable, Registry Operator may obtain a letter of credit
with a one-year term and an “evergreen provision,” providing for annual
extensions, without amendment, for an indefinite number of additional periods
until the issuing bank informs ICANN of its final expiration or until ICANN
releases the letter of credit as evidenced in writing, if the letter of credit
otherwise meets the requirements set forth in item 50(b) of Attachment to
Module 2 – Evaluation Questions and Criteria – of the gTLD Applicant Guidebook,
as published and supplemented by ICANN prior to the date hereof; provided,
however, that if the issuing bank informs ICANN of the expiration of such
letter of credit prior to the sixth (6th) anniversary of the Effective Date,
such letter of credit must provide that ICANN is entitled to draw the funds
secured by the letter of credit prior to such expiration. The letter of credit must require the issuing
bank to give ICANN at least thirty (30) calendar days’ notice of any such
expiration or non-renewal. If the letter of credit expires or is terminated at
any time prior to the sixth (6th) anniversary of the Effective Date, Registry
Operator will be required to obtain a replacement Continued Operations
Instrument. ICANN may draw the funds
under the original letter of credit, if the replacement Continued Operations
Instrument is not in place prior to the expiration of the original letter of
credit. Registry Operator shall provide
to ICANN copies of all final documents relating to the Continued Operations Instrument
and shall keep ICANN reasonably informed of material developments relating to
the Continued Operations Instrument.
Registry Operator shall not agree to, or permit, any amendment of, or
waiver under, the Continued Operations Instrument or other documentation
relating thereto without the prior written consent of ICANN (such consent not
to be unreasonably withheld).
2.
If,
notwithstanding the use of best efforts by Registry Operator to satisfy its
obligations under the preceding paragraph, the Continued Operations Instrument
expires or is terminated by another party thereto, in whole or in part, for any
reason, prior to the sixth anniversary of the Effective Date, Registry Operator
shall promptly (i) notify ICANN of such expiration or
termination and the reasons therefor and (ii) arrange for an alternative
instrument that provides for sufficient financial resources to ensure the
continued operation of the critical registry functions related to the TLD set
forth in Section 6 of Specification 10 to this Agreement for a period of three
(3) years following any termination of this Agreement on or prior to the fifth
anniversary of the Effective Date or for a period of one (1) year following any
termination of this Agreement after the fifth anniversary of the Effective Date
but prior to or on the sixth (6) anniversary of the Effective Date (an
“Alternative Instrument”). Any such
Alternative Instrument shall be on terms no less favorable to ICANN than the
Continued Operations Instrument and shall otherwise be in form and substance
reasonably acceptable to ICANN.
3.
Notwithstanding
anything to the contrary contained in this Specification 8, at any time,
Registry Operator may replace the Continued Operations Instrument with an
Alternative Instrument that (i) provides for
sufficient financial resources to ensure the continued operation of the
critical registry functions related to the TLD set forth in Section 6 of
Specification 10 to this Agreement for a period of three (3) years following
any termination of this Agreement on or prior to the fifth anniversary of the
Effective Date or for a period one (1) year following any termination of this
Agreement after the fifth anniversary of the Effective Date but prior to or on
the sixth (6) anniversary of the Effective Date, and (ii) contains terms no
less favorable to ICANN than the Continued Operations Instrument and is
otherwise in form and substance reasonably acceptable to ICANN. In the event Registry Operator replaces the
Continued Operations Instrument either pursuant to paragraph 2 or this
paragraph 3, the terms of this Specification 8 shall no longer apply with
respect to the original Continuing Operations Instrument, but shall thereafter
apply with respect to such Alternative Instrument(s), and such instrument shall
thereafter be considered the Continued Operations Instrument for purposes of
this Agreement.
SPECIFICATION 9
REGISTRY OPERATOR CODE OF CONDUCT
1.
In
connection with the operation of the registry for the TLD, Registry Operator
will not, and will not allow any parent, subsidiary, Affiliate, subcontractor
or other related entity, to the extent such party is engaged in the provision
of Registry Services with respect to the TLD (each, a “Registry Related
Party”), to:
a.
directly or
indirectly show any preference or provide any special consideration to any
registrar with respect to operational access to registry systems and related
registry services, unless comparable opportunities to qualify for such
preferences or considerations are made available to all registrars on
substantially similar terms and subject to substantially similar conditions;
b.
register
domain names in its own right, except for names registered through an ICANN
accredited registrar; provided, however, that Registry Operator may (a) reserve
names from registration pursuant to Section 2.6 of the Agreement and (b) may
withhold from registration or allocate to Registry Operator up to one hundred
(100) names pursuant to Section 3.2 of Specification 5;
c.
register
names in the TLD or sub-domains of the TLD based upon proprietary access to
information about searches or resolution requests by consumers for domain names
not yet registered (commonly known as, “front-running”); or
d.
allow any
Affiliated registrar to disclose Personal Data about registrants to Registry
Operator or any Registry Related Party, except as reasonably necessary for the
management and operations of the TLD, unless all unrelated third parties
(including other registry operators) are given equivalent access to such user
data on substantially similar terms and subject to substantially similar conditions.
2.
If Registry
Operator or a Registry Related Party also operates as a provider of registrar
or registrar-reseller services, Registry Operator will, or will cause such
Registry Related Party to, ensure that such services are offered through a
legal entity separate from Registry Operator, and maintain separate books of
accounts with respect to its registrar or registrar-reseller operations.
3.
If Registry
Operator or a Registry Related Party also operates as a provider of registrar
or registrar-reseller services, Registry Operator will conduct internal reviews
at least once per calendar year to ensure compliance with this Code of
Conduct. Within twenty (20) calendar
days following the end of each calendar year, Registry Operator will provide
the results of the internal review, along with a certification executed by an
executive officer of Registry Operator certifying as to Registry Operator’s
compliance with this Code of Conduct, via email to an address to be provided by
ICANN. (ICANN may specify in the future
the form and contents of such reports or that the reports be delivered by other
reasonable means.) Registry Operator agrees that ICANN may publicly post such
results and certification; provided, however, ICANN shall not disclose
Confidential Information contained in such results except in accordance with
Section 7.15 of the Agreement.
4.
Nothing set
forth herein shall: (i)
limit ICANN from conducting investigations of claims of Registry Operator’s
non-compliance with this Code of Conduct; or (ii) provide grounds for Registry
Operator to refuse to cooperate with ICANN investigations of claims of Registry
Operator’s non-compliance with this Code of Conduct.
5.
Nothing set
forth herein shall limit the ability of Registry Operator or any Registry
Related Party, to enter into arms-length transactions in the ordinary course of
business with a registrar or reseller with respect to products and services
unrelated in all respects to the TLD.
6.
Registry
Operator may request an exemption to this Code of Conduct, and such exemption
may be granted by ICANN in ICANN’s reasonable discretion, if Registry Operator
demonstrates to ICANN’s reasonable satisfaction that (i)
all domain name registrations in the TLD are registered to, and maintained by,
Registry Operator for the exclusive use of Registry Operator or its Affiliates,
(ii) Registry Operator does not sell, distribute or transfer control or use of
any registrations in the TLD to any third party that is not an Affiliate of
Registry Operator, and (iii) application of this Code of Conduct to the TLD is
not necessary to protect the public interest.
SPECIFICATION 10
REGISTRY PERFORMANCE SPECIFICATIONS
1.1.
DNS. Refers to the Domain Name
System as specified in RFCs 1034, 1035, and related RFCs.
1.2.
DNSSEC proper resolution.
There is a valid DNSSEC chain of trust from the root trust anchor to a
particular domain name, e.g., a TLD, a domain name registered under a TLD, etc.
1.3.
EPP. Refers to the Extensible
Provisioning Protocol as specified in RFC 5730 and related RFCs.
1.4.
IP address. Refers to IPv4 or IPv6
addresses without making any distinction between the two. When there is need to make a distinction,
IPv4 or IPv6 is used.
1.5.
Probes. Network hosts used to
perform (DNS, EPP, etc.) tests (see below) that are located at various global locations.
1.6.
RDDS. Registration Data
Directory Services refers to the collective of WHOIS and Web-based WHOIS
services as defined in Specification 4 of this Agreement.
1.7.
RTT. Round-Trip Time or RTT
refers to the time measured from the sending of the first bit of the first
packet of the sequence of packets needed to make a request until the reception
of the last bit of the last packet of the sequence needed to receive the
response. If the client does not receive
the whole sequence of packets needed to consider the response as received, the request will be considered unanswered.
1.8.
SLR. Service Level Requirement
is the level of service expected for a certain parameter being measured in a
Service Level Agreement (SLA).
2.
Service Level Agreement Matrix
|
Parameter |
SLR (monthly basis) |
DNS |
DNS
service availability |
0 min downtime
= 100% availability |
|
DNS
name server availability |
£ 432 min of
downtime (»
99%) |
|
TCP
DNS resolution RTT |
£ 1500 ms, for at least 95% of the queries |
|
UDP
DNS resolution RTT |
£ 500 ms, for at least 95% of the queries |
|
DNS
update time |
£ 60 min, for
at least 95% of the probes |
RDDS |
RDDS
availability |
£ 864 min of
downtime (»
98%) |
|
RDDS
query RTT |
£ 2000 ms, for at least 95% of the queries |
|
RDDS
update time |
£ 60 min, for
at least 95% of the probes |
EPP |
EPP
service availability |
£ 864 min of
downtime (»
98%) |
|
EPP
session-command RTT |
£ 4000 ms, for at least 90% of the commands |
|
EPP
query-command RTT |
£ 2000 ms, for at least 90% of the commands |
|
EPP
transform-command RTT |
£ 4000 ms, for at least 90% of the commands |
Registry Operator is encouraged to do
maintenance for the different services at the times and dates of statistically
lower traffic for each service. However,
note that there is no provision for planned outages or similar periods of
unavailable or slow service; any downtime, be it for maintenance or due to
system failures, will be noted simply as downtime and counted for SLA purposes.
3.1.
DNS service availability.
Refers to the ability of the group of listed-as-authoritative name
servers of a particular domain name (e.g., a TLD), to answer DNS queries from
DNS probes. For the service to be
considered available at a particular moment, at least, two of the delegated
name servers registered in the DNS must have successful results from “DNS tests” to each of their public-DNS
registered “IP addresses” to which
the name server resolves. If 51% or more
of the DNS testing probes see the service as unavailable during a given time,
the DNS service will be considered unavailable.
3.2.
DNS name server availability.
Refers to the ability of a public-DNS registered “IP address” of a particular name server listed as authoritative for
a domain name, to answer DNS queries from an Internet user. All the public DNS-registered “IP address” of all name servers of the
domain name being monitored shall be tested individually. If 51% or more of the DNS testing probes get
undefined/unanswered results from “DNS
tests” to a name server “IP address”
during a given time, the name server “IP
address” will be considered unavailable.
3.3.
UDP DNS resolution RTT.
Refers to the RTT of the
sequence of two packets, the UDP DNS query and the corresponding UDP DNS
response. If the RTT is 5 times greater than the time specified in the relevant SLR, the RTT will be considered undefined.
3.4.
TCP DNS resolution RTT.
Refers to the RTT of the
sequence of packets from the start of the TCP connection to its end, including
the reception of the DNS response for only one DNS query. If the RTT
is 5 times greater than the time specified in the relevant SLR, the RTT will be
considered undefined.
3.5.
DNS resolution RTT.
Refers to either “UDP DNS
resolution RTT” or “TCP DNS
resolution RTT”.
3.6.
DNS update time.
Refers to the time measured from the reception of an EPP confirmation to
a transform command on a domain name, until the name servers of the parent
domain name answer “DNS queries”
with data consistent with the change made.
This only applies for changes to DNS information.
3.7.
DNS test. Means one non-recursive
DNS query sent to a particular “IP
address” (via UDP or TCP). If DNSSEC
is offered in the queried DNS zone, for a query to be considered answered, the
signatures must be positively verified against a corresponding DS record
published in the parent zone or, if the parent is not signed, against a
statically configured Trust Anchor. The
answer to the query must contain the corresponding information from the
Registry System, otherwise the query will be considered unanswered. A query with a “DNS resolution RTT” 5 times higher than the corresponding SLR, will
be considered unanswered. The possible
results to a DNS test are: a number in
milliseconds corresponding to the “DNS
resolution RTT” or, undefined/unanswered.
3.8.
Measuring DNS parameters.
Every minute, every DNS probe will make an UDP or TCP “DNS test” to each of the public-DNS
registered “IP addresses” of the
name servers of the domain name being monitored. If a “DNS
test” result is undefined/unanswered, the tested IP will be considered
unavailable from that probe until it is time to make a new test.
3.9.
Collating the results from DNS probes. The
minimum number of active testing probes to consider a measurement valid is 20
at any given measurement period, otherwise the measurements will be discarded
and will be considered inconclusive; during this situation no fault will be
flagged against the SLRs.
3.10.
Distribution of UDP and TCP queries. DNS
probes will send UDP or TCP “DNS test”
approximating the distribution of these queries.
3.11.
Placement of DNS probes.
Probes for measuring DNS parameters shall be placed as near as possible
to the DNS resolvers on the networks with the most users across the different
geographic regions; care shall be taken not to deploy probes behind high
propagation-delay links, such as satellite links.
4.1.
RDDS availability.
Refers to the ability of all the RDDS services for the TLD, to respond
to queries from an Internet user with appropriate data from the relevant
Registry System. If 51% or more of the
RDDS testing probes see any of the RDDS services as unavailable during a given
time, the RDDS will be considered unavailable.
4.2.
WHOIS query RTT.
Refers to the RTT of the
sequence of packets from the start of the TCP connection to its end, including
the reception of the WHOIS response. If
the RTT is 5-times or more the
corresponding SLR, the RTT will be
considered undefined.
4.3.
Web-based-WHOIS query RTT.
Refers to the RTT of the
sequence of packets from the start of the TCP connection to its end, including
the reception of the HTTP response for only one HTTP request. If Registry Operator implements a
multiple-step process to get to the information, only the last step shall be
measured. If the RTT is 5-times or more the corresponding SLR, the RTT will be considered undefined.
4.4.
RDDS query RTT.
Refers to the collective of “WHOIS
query RTT” and “Web-based- WHOIS
query RTT”.
4.5.
RDDS update time.
Refers to the time measured from the reception of an EPP confirmation to
a transform command on a domain name, host or contact, up until the servers of
the RDDS services reflect the changes made.
4.6.
RDDS test. Means one query sent to a
particular “IP address” of one of
the servers of one of the RDDS services.
Queries shall be about existing objects in the Registry System and the
responses must contain the corresponding information otherwise the query will
be considered unanswered. Queries with
an RTT 5 times higher than the
corresponding SLR will be considered as unanswered. The possible results to an RDDS test
are: a number in milliseconds
corresponding to the RTT or
undefined/unanswered.
4.7.
Measuring RDDS parameters.
Every 5 minutes, RDDS probes will select one IP address from all the
public-DNS registered “IP addresses”
of the servers for each RDDS service of the TLD being monitored and make an “RDDS test” to each one. If an “RDDS
test” result is undefined/unanswered, the corresponding RDDS service will
be considered as unavailable from that probe until it is time to make a new
test.
4.8.
Collating the results from RDDS probes. The minimum
number of active testing probes to consider a measurement valid is 10 at any
given measurement period, otherwise the measurements will be discarded and will
be considered inconclusive; during this situation no fault will be flagged
against the SLRs.
4.9.
Placement of RDDS probes.
Probes for measuring RDDS parameters shall be placed inside the networks
with the most users across the different geographic regions; care shall be
taken not to deploy probes behind high propagation-delay links, such as satellite
links.
5.1.
EPP service availability.
Refers to the ability of the TLD EPP servers as a group, to respond to
commands from the Registry accredited Registrars, who already have credentials
to the servers. The response shall
include appropriate data from the Registry System. An EPP command with “EPP command RTT” 5 times higher than the corresponding SLR will be
considered as unanswered. If 51% or more
of the EPP testing probes see the EPP service as unavailable during a given
time, the EPP service will be considered unavailable.
5.2.
EPP session-command RTT.
Refers to the RTT of the
sequence of packets that includes the sending of a session command plus the
reception of the EPP response for only one EPP session command. For the login command it will include packets
needed for starting the TCP session. For
the logout command it will include packets needed for closing the TCP
session. EPP session commands are those
described in section 2.9.1 of EPP RFC 5730.
If the RTT is 5 times or more
the corresponding SLR, the RTT will
be considered undefined.
5.3.
EPP query-command RTT.
Refers to the RTT of the
sequence of packets that includes the sending of a query command plus the
reception of the EPP response for only one EPP query command. It does not include packets needed for the
start or close of either the EPP or the TCP session. EPP query commands are those described in
section 2.9.2 of EPP RFC 5730. If the RTT is 5-times or more the
corresponding SLR, the RTT will be
considered undefined.
5.4.
EPP transform-command RTT.
Refers to the RTT of the
sequence of packets that includes the sending of a transform command plus the
reception of the EPP response for only one EPP transform command. It does not include packets needed for the
start or close of either the EPP or the TCP session. EPP transform commands are those described in
section 2.9.3 of EPP RFC 5730. If the RTT is 5 times or more the
corresponding SLR, the RTT will be
considered undefined.
5.5.
EPP command RTT.
Refers to “EPP session-command
RTT”, “EPP query-command RTT” or
“EPP transform-command RTT”.
5.6.
EPP test. Means one EPP command
sent to a particular “IP address”
for one of the EPP servers. Query and
transform commands, with the exception of “create”, shall be about existing
objects in the Registry System. The
response shall include appropriate data from the Registry System. The possible results to an EPP test are: a number in milliseconds corresponding to the
“EPP command RTT” or
undefined/unanswered.
5.7.
Measuring EPP parameters.
Every 5 minutes, EPP probes will select one “IP address” of the EPP servers of the TLD being monitored and make
an “EPP test”; every time they
should alternate between the 3 different types of commands and between the
commands inside each category. If an “EPP test” result is undefined/unanswered,
the EPP service will be considered as unavailable from that probe until it is
time to make a new test.
5.8.
Collating the results from EPP probes. The
minimum number of active testing probes to consider a measurement valid is 5 at
any given measurement period, otherwise the measurements will be discarded and
will be considered inconclusive; during this situation no fault will be flagged
against the SLRs.
5.9.
Placement of EPP probes.
Probes for measuring EPP parameters shall be placed inside or close to
Registrars points of access to the Internet across the different geographic
regions; care shall be taken not to deploy probes behind high propagation-delay
links, such as satellite links.
The following matrix presents the emergency
thresholds that, if reached by any of the services mentioned above for a TLD,
would cause the emergency transition of the Registry for the TLD as specified
in Section 2.13 of this Agreement.
Critical Function |
Emergency Threshold |
DNS
Service |
4-hour
total downtime / week |
DNSSEC
proper resolution |
4-hour
total downtime / week |
EPP |
24-hour
total downtime / week |
RDDS
|
24-hour
total downtime / week |
Data
Escrow |
Reaching
any of the criteria for the release of deposits described in Specification 2,
Part B, Section 6.2 through Section 6.6. |
Escalation is strictly for purposes of
notifying and investigating possible or potential issues in relation to
monitored services. The initiation of
any escalation and the subsequent cooperative investigations do not in
themselves imply that a monitored service has failed its performance
requirements.
Escalations shall be carried out between
ICANN and Registry Operators, Registrars and Registry Operator, and Registrars
and ICANN. Registry Operators and ICANN
must provide said emergency operations departments. Current contacts must be maintained between
ICANN and Registry Operators and published to Registrars, where relevant to
their role in escalations, prior to any processing of an Emergency Escalation
by all related parties, and kept current at all times.
7.1.
Emergency Escalation initiated by ICANN
Upon reaching 10% of the Emergency thresholds
as described in Section 6 of this Specification, ICANN’s emergency operations
will initiate an Emergency Escalation with the relevant Registry Operator. An Emergency Escalation consists of the
following minimum elements: electronic
(i.e., email or SMS) and/or voice contact notification to the Registry
Operator’s emergency operations department with detailed information concerning
the issue being escalated, including evidence of monitoring failures,
cooperative trouble-shooting of the monitoring failure between ICANN staff and
the Registry Operator, and the commitment to begin the process of rectifying
issues with either the monitoring service or the service being monitoring.
7.2.
Emergency Escalation initiated by Registrars
Registry Operator will maintain an emergency
operations department prepared to handle emergency requests from registrars. In the event that a registrar is unable to
conduct EPP transactions with the registry for the TLD because of a fault with
the Registry Service and is unable to either contact (through ICANN mandated
methods of communication) the Registry Operator, or the Registry Operator is
unable or unwilling to address the fault, the registrar may initiate an
emergency escalation to the emergency operations department of ICANN. ICANN then may initiate an emergency
escalation with the Registry Operator as explained above.
7.3.
Notifications of Outages and Maintenance
In the event that a Registry Operator plans
maintenance, it will provide notice to the ICANN emergency operations
department, at least, twenty-four (24) hours ahead of that maintenance. ICANN’s emergency operations department will
note planned maintenance times, and suspend Emergency Escalation services for
the monitored services during the expected maintenance outage period.
If Registry Operator declares an outage, as
per its contractual obligations with ICANN, on services under a service level
agreement and performance requirements, it will notify the ICANN emergency
operations department. During that
declared outage, ICANN’s emergency operations department will note and suspend
emergency escalation services for the monitored services involved.
8.
Covenants of Performance Measurement
8.1.
No interference.
Registry Operator shall not interfere with measurement Probes, including any form of
preferential treatment of the requests for the monitored services. Registry Operator shall respond to the
measurement tests described in this Specification as it would to any other
request from an Internet user (for DNS and RDDS) or registrar (for EPP).
8.2.
ICANN testing registrar.
Registry Operator agrees that ICANN will have a testing registrar used
for purposes of measuring the SLRs
described above. Registry Operator
agrees to not provide any differentiated treatment for the testing registrar
other than no billing of the transactions.
ICANN shall not use the registrar for registering domain names (or other
registry objects) for itself or others, except for the purposes of verifying
contractual compliance with the conditions described in this Agreement. Registry Operator shall identify these
transactions using Registrar ID 9997.
SPECIFICATION 11
PUBLIC INTEREST COMMITMENTS