ADDENDUM TO REGISTRY AGREEMENT
This Addendum to that certain Registry Agreement, dated as of 30 June 2019, for
the .org Top-Level Domain (the “Registry Agreement”), by and
between Internet Corporation for Assigned Names and Numbers, a California
nonprofit public benefit corporation (“ICANN”), and Public Interest
Registry, a Pennsylvania nonprofit corporation (“Registry Operator”), is
dated as of 30 June 2019 and is by and among ICANN and Registry Operator
(“Addendum”). ICANN and Registry Operator are hereinafter referred
to collectively as the “Parties” and individually as a “Party.”
Capitalized terms used and not defined herein will have the respective meanings
given thereto in the Registry Agreement.
WHEREAS, the Parties previously entered into a registry agreement, dated 22
August 2013;
WHEREAS, the Registry Agreement has certain provisions that are not applicable
to a previously delegated top level domain, such as the TLD;
WHEREAS, the purpose of this Addendum is to amend the Registry Agreement in
order to modify the provisions that are not applicable to the TLD; and
WHEREAS, pursuant to Section 7.6 of the Registry Agreement, the parties may
enter into bilateral amendments and modifications to the Registry Agreement
negotiated solely between the Parties.
NOW, THEREFORE, in consideration of the above recitals acknowledged herein by
reference, the Parties, intending to be legally bound hereby, do agree as
follows:
1.
No Approved Amendment pursuant to Section
7.6 or Section 7.7 of the Registry Agreement shall amend or modify the specific
terms of the Registry Agreement that are modified or amended pursuant to
Section 2 of this Addendum (such terms, “Addendum Terms”); provided that
the foregoing shall not apply to any other terms of any provision of the
Registry Agreement, including the remaining unmodified terms of any Sections of
the Registry Agreement that include the Addendum Terms. If an Approved
Amendment is approved in accordance with Section 7.6 or Section 7.7 that would
amend or modify any terms of the Registry Agreement that are modified by the
Addendum Terms, ICANN and the Registry Operator agree to (i) enter into good
faith discussions regarding whether an amendment to such Addendum Terms is
appropriate in light of such Approved Amendment and (ii) mutually agree (such
agreement not to be unreasonably withheld, conditioned or delayed) on an
appropriate amendment to this Addendum or the Registry Agreement.
2.
The following Sections of the Registry
Agreement are hereby modified by the Addendum Terms set forth in the column
across from such Section.
Section |
Addendum Terms |
1.1 |
The
following terms of Section 1.1 shall be of no force or effect: “,
subject to the requirements and necessary approvals for delegation of the TLD
and entry into the root-zone” |
1.3(a)(i) |
The terms
of Section 1.3(a)(i) are hereby amended and restated in their entirety as
follows: “all
material information provided 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; and” |
1.3(a)(iii) |
The
terms of Section 1.3(a)(iii) shall be of no force or effect. |
2.3 |
The
following terms of Section 2.3 are hereby amended and restated in their
entirety as follows: “Data Escrow. Registry Operator shall comply with
the registry data escrow procedures set forth
in Specification 2 attached hereto
(“Specification 2”).” |
2.4 |
The
terms of Section 2.4 are hereby amended and restated in their entirety as
follows: “Monthly Reporting. Within twenty (20) calendar days
following the end of each calendar month, Registry Operator shall deliver to
ICANN reports in the format set forth in Specification 3 attached hereto
(“Specification 3”).” |
2.8 |
The
terms of the first sentence of Section 2.8 are hereby amended and restated in
their entirety as follows: “Registry
Operator must comply with the processes and procedures for ongoing protection
of the legal rights of third parties as set forth Specification 7 attached
hereto (“Specification 7”).” |
2.9 |
The
terms of Section 2.9(a) shall be modified to include the following at the end
of the provision: “The
Registry-Registrar Agreement referred to in this Section 2.9(a) is the last
Registry-Registrar Agreement for the TLD approved by ICANN pursuant to the
registry agreement for the TLD that immediately preceded this Agreement.” |
2.12 |
The terms
of Section 2.12 shall be of no force or effect. |
2.13 |
The
following terms of Section 2.13 shall be of no force or effect: “In
addition, in the event of such failure, ICANN shall retain and may enforce
its rights under the Continued Operations Instrument.” |
2.15 |
The
following term of the first sentence of Section 2.15 shall be of no force or
effect: “new” |
4.1 |
The
terms of Section 4.1 are hereby amended and restated in their entirety as
follows: “This
Agreement shall be effective on the Effective Date and the term shall expire
on 30 June 2029 (the “Expiration Date”), subject to extension of such term
upon renewal pursuant to Section 4.2 (together, the initial and any renewal
terms shall constitute the “Term”).” |
4.3(b) |
The
terms of Section 4.3(b) shall be of no force or effect. |
4.3(c) |
The
terms of Section 4.3(c) shall be of no force or effect. |
4.5 |
The
following terms of Section 4.5 shall be of no force or effect: “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 |
The
reference to “Section 2.12” in Section 4.6 shall be of no force or effect. |
6.1(a) |
The
terms of Section 6.1(a) are hereby amended and restated in their entirety as
follows: “(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 Effective Date.” |
6.4 |
The
terms of Section 6.4 shall be of no force or effect. |
Specification 1, § 2 |
The terms of the first sentence of Specification 1, Section
2 are hereby amended and restated in their entirety as follows: “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”).” |
Specification 5, § 2 |
The
terms of Section 2 of Specification 5 are hereby amended and restated in
their entirety as follows. “Two
Character Labels. All two character labels
that were previously reserved by Registry Operator pursuant to prior registry
agreements between Registry Operator and ICANN may be allocated through
ICANN-accredited registrars pursuant to the phased allocation program set
forth in Exhibit A, subject to the following: 2.1 Registration
Policy: For all new registrations after the Effective Date, Registry
Operator must include a provision in its publicly available registration
policy requiring a representation that the registrant of a letter/letter two-character
ASCII label will take steps to ensure against misrepresenting or falsely
implying that the registrant or its business is affiliated with a government
or country-code manager if such affiliation, sponsorship or endorsement does
not exist. 2.2 Post-Registration
Complaint Investigation. Registry Operator shall take reasonable steps to
investigate and respond to any reports from governmental agencies and ccTLD
operators of conduct that causes confusion with the corresponding country
code in connection with the use of a letter/letter two-character ACSCII
domain. In responding to such reports, Registry Operator will not be required
to take any action in contravention of applicable law.” |
Specification 5, § 3.1.1 |
The
terms of Section 3.1.1 of Specification 5 are hereby amended and restated in
their entirety as follows: “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 5.” |
Specification 5, § 3.2 |
The
terms of Section 3.2 of Specification 5 shall be of no force or effect. |
Specification 5, § 3.4 |
The
terms of Section 3.4 of Specification 5 are hereby amended and restated in
their entirety as follows: “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 be
considered a Transaction for purposes of Section 6.1 of the Agreement.” |
Specification 5, § 5 |
The
terms of Section 5 of Specification 5 shall be of no force or effect. |
Specification 5, § 6 |
The
terms of Section 6 of Specification 5 shall be of no force or effect. |
Specification 6, § 6 |
The
terms of Section 6 of Specification 6 shall be of no force or effect. |
Specification 7, § 1 |
The terms
of Section 1 of Specification 7 are hereby amended and restated in their
entirety as follows: “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 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.” |
Specification 8 |
The
terms of Specification 8 shall be of no force or effect. |
Specification 9, § 1(b) |
The
terms of Section 1(b) of Specification 9 are hereby amended and restated in
their entirety as follows: “register domain names in its own right, except for names
registered through an ICANN
accredited registrar; provided, however, that Registry Operator may reserve
names from registration pursuant to Section 2.6 of the Agreement;” |
3.
This Addendum shall constitute an
integral part of the Registry Agreement. Notwithstanding Section 7.10 of the
Registry Agreement, the Registry Agreement (including those specifications and
documents incorporated by reference to URL locations which form a part of it)
and this Addendum constitute 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. The Registry Agreement and this Addendum
shall at all times be read together.
4.
Except as specifically provided for in
this Addendum, all of the terms of the Registry Agreement shall remain
unchanged and in full force and effect, and, to the extent applicable, such
terms shall apply to this Addendum as if it formed part of the Registry
Agreement.
5.
This Addendum may be executed and
delivered (including by electronic transmission) in any number of counterparts,
and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together
shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum
to be executed by their duly authorized representatives.
INTERNET CORPORATION FOR ASSIGNED NAMES
AND NUMBERS
By:
_____________________________
Cyrus Namazi Senior
Vice President, Global Domains Division
PUBLIC INTEREST REGISTRY
By:
_____________________________
Jonathon Nevett
President and CEO