Nominet Registry-Registrar Base Agreement

Version: 1.0 – 15th February 2024

This Nominet Registry-Registrar Base Agreement (the “Agreement”), is made and entered into by and between Nominet UK, a company incorporated in England and Wales (number 3203859) whose registered office is Minerva House, Edmund Halley Road, Oxford Science Park, Oxford OX4 4DQ (“Nominet”), and the registrar that has indicated that it accepts the terms of this Agreement (“Registrar”). Nominet and Registrar may be referred to individually as a “Party” and collectively as the “Parties.”

Background:

A. Nominet is the registry operator for certain internet domain name registries which include this Agreement as part of its contractual framework for registrars; and

B. Registrar wishes to act as a registrar for one or more of the Nominet operated registries (“Registry” or “Registries” as the context requires), subject to this Agreement and the specific policies and technical requirements applicable to those Registries.

NOW, THEREFORE, Nominet and Registrar, intending to be legally bound, agree as follows:

1. DEFINITIONS

1.1. “Confidential Information” means all information and materials, including, without limitation, computer software, data, information, intellectual property, databases, protocols, reference implementation and documentation, financial information, statistics and functional and interface specifications, provided by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement and marked or otherwise identified as Confidential.

1.2. “Data Protection Legislation” means the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK.

1.3. “DNS” means the Internet domain name system.

1.4. “DNS Abuse” means malware, botnets, phishing, pharming, and spam (when spam serves as a delivery mechanism for the other forms of DNS Abuse listed in this Section) as those terms are defined in Section 2.1 of SAC115 (https://itp.cdn.icann.org/en/files/security-and-stability-advisory-committee-ssac-reports/sac-115-en.pdf ).

1.5. The “Effective Date” shall be the date on which Registrar indicated that it accepted the terms of this Agreement.

1.6. “Illegal Activity” means conduct involving use of a Domain sponsored by the Registrar that is prohibited by applicable law and/or exploitation of Registrar’s domain name resolution or registration services.

1.7. “Personal Data” has the meaning given to it in the Data Protection Legislation.

1.8. “Domain” means a domain name registered in the Registry.

1.9. “Registrant” means the registrant of a Domain.

1.10. “Registration Information” means the information regarding a Domain and the associated Registrant or other contact roles that is recorded in the Registry, including but not limited to the Registrant’s name, postal and email addresses and telephone number.

1.11. “Registry Services” means those services that are both (a) 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 DNS zone; dissemination of DNS zone files; operation of the registry zone servers; and dissemination of contact and other information concerning domain name server registrations in the DNS as required by this Agreement; and (b) provided by Nominet for the Registry as of the Effective Date.

1.12. The “Registry System” means the system operated by Nominet for Domains in the Registry whereby the Registrar may create, renew and otherwise administer Domains it sponsors on behalf of Registrants, including any updates and redesigns thereof.

1.13. “System Instructions” means the instructions on the proper use of the Registry System, which Nominet publishes on its website from time to time.

1.14. “Term” means the term of this Agreement, as set forth in subsection 8.1.

1.15. “Working Day” means any day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday in England.

1.16. Other terms used in this Agreement as defined terms shall have the meanings ascribed to them in the context in which they are defined.

2. OBLIGATIONS OF NOMINET

2.1. Access to Registry System. Throughout the Term of this Agreement, Nominet shall operate the Registry System and provide Registrar with access to the Registry System to transmit Registration Information for the Registry to the Registry System.

2.2. Maintenance of Registrations Sponsored by Registrar. Subject to the provisions of this Agreement, Nominet shall maintain the registrations of Domains sponsored by Registrar in the Registry System during the term for which Registrar has paid the fees required by Subsection 4.1.

2.3. Licence. Subject to the terms and conditions of this Agreement, Nominet hereby grants Registrar and Registrar accepts a non-exclusive, nontransferable, worldwide limited licence to use for the Term and purposes of this Agreement, the Registry System to provide domain name registration services in the Registry only and for no other purpose.

2.4. Changes to System. Nominet may from time to time upon reasonable notice replace or make modifications to the Registry System or other materials licenced hereunder that will modify, revise or augment the features of the Registry System.

2.5. Support. Nominet agrees to provide Registrar with reasonable support in accordance with the support details provided on Nominet’s website from time to time to address issues arising in connection with Registrar’s use of the Registry System.

2.6. Handling of Personal Data. Nominet shall comply with its obligations under the Data Protection Legislation and its published privacy and/or data protection policies. Registrar may refer Registrants to those policies where necessary. Nominet shall not do anything to put Registrar in breach of any obligations it has under UK or EU data protection law.

3. OBLIGATIONS OF REGISTRAR

3.1. Registry Policies and System Instructions. Registrar shall comply fully with all applicable Registry policies which apply from time to time as set out on the Nominet website and on request from Nominet supply evidence of compliance with all applicable agreements and policies.

3.2. System Instructions. Registrar shall comply fully with all System Instructions provided by Nominet.

3.3. Registrar Responsibility for Customer Support. Registrar shall provide (i) support to accept orders for registration, cancellation, modification, renewal, deletion or transfer of Domains and (ii) customer service (including domain name record support) and billing and technical support to Registrants. Registrar shall publish to Registrants emergency contact information for critical situations such as domain name hijacking.

3.4. Registrar shall not misrepresent its relationship with Nominet to Registrants, or otherwise mislead Registrants.

3.5. Registrar’s Registration Agreement. At all times while it is sponsoring the registration of any Domain within the Registry System, Registrar shall have in effect an electronic or paper registration agreement with the Registrant. Registrar shall include in its registration agreement those terms required by this Agreement and other terms that are consistent with Registrar’s obligations to Nominet under this Agreement.

3.6. Indemnification Required of Registrants. In its registration agreement with each Registrant, Registrar shall require such Registrant to indemnify, defend and hold harmless Nominet and its subcontractors, and the directors, officers, employees, affiliates and agents of each of them, from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to the Registrant’s domain name registration. The registration agreement shall further require that this indemnification obligation survive the termination or expiration of the registration agreement.

3.7. Compliance with Terms and Conditions. Registrar shall comply with each of the following requirements, and further shall include in its registration agreement with each Registrant an obligation for such Registrant to comply with all operational standards, policies, procedures and practices of the Registry. If there is a discrepancy between the terms required by this Agreement and the terms of the Registrar’s registration agreement, the terms of this Agreement shall supersede those of the Registrar’s registration agreement.

3.8. Additional Requirements for Registration Agreement. In addition to the provisions of Subsection 3.7, in its registration agreement with each Registrant, Registrar shall require such Registrant to:

3.8.1. consent to the use, copying, distribution, publication, modification and other processing of Registrant’s Personal Data by Nominet and its designees and agents in a manner consistent with the purposes specified in Nominet’s data protection and privacy policies;

3.8.2. submit to proceedings commenced under dispute resolution procedures, including, without limitation, the obligation to handle payments for renewals or restoration by the complainant in any proceeding in cases where the complainant prevails.

3.8.3. provide accurate and correct Registration Information for the Domain, and immediately correct and update the Registration Information for the Domain during the registration term for the Domain;

3.8.4. acknowledge and agree that Nominet reserves the right to deny, cancel or transfer any registration or transaction, or place any domain name(s) on registry lock, hold or similar status, that it deems necessary, in its discretion; (1) to protect the integrity and stability of the registry; (2) to comply with any applicable laws, government rules or requirements, requests of law enforcement, or any dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of Nominet, as well as its affiliates, subsidiaries, officers, directors, and employees; (4) per the terms of the registration agreement or (5) to correct mistakes made by Nominet or any Registrar in connection with a domain name registration. Nominet also reserves the right to place upon registry lock, hold or similar status a domain name during resolution of a dispute.

3.8.5. acknowledge and agree that Registrants are prohibited from distributing malware, abusively operating botnets, phishing, piracy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting or otherwise engaging in activity contrary to applicable law, and further, that consistent with applicable law and any related procedures, any prohibited activity described herein may result in remedial measures including, but not limited to, the denial, cancellation or transfer of any registration or transaction, the placement of one or more registry lock functions on any domain name and the suspension of the domain name.

3.8.6. not use the Domain for any unlawful purpose.

3.9. Abuse Mitigation

3.9.1. Registrar’s Abuse Contact and Duty to Investigate Reports of Abuse. Registrar shall maintain an abuse contact to receive reports of abuse involving Domains sponsored by Registrar, including reports of DNS Abuse and Illegal Activity. Registrar shall publish an email address or webform to receive such reports on, or conspicuously and readily accessible from, the home page of Registrar’s website (or in another standardised place that may be designated by Nominet from time to time). Upon receipt of such reports, Registrar shall provide the reporter with confirmation that it has received the report. Registrar shall take reasonable and prompt steps to investigate and respond appropriately to any reports of abuse.

3.9.2. When Registrar has actionable evidence that a Domain sponsored by Registrar is being used for DNS Abuse, Registrar must promptly take the appropriate mitigation action(s) that are reasonably necessary to stop, or otherwise disrupt, the Domain from being used for DNS Abuse. Action(s) may vary depending on the circumstances, taking into account the cause and severity of the harm from the DNS Abuse and the possibility of associated collateral damage.

3.9.3. Registrar shall establish and maintain a dedicated abuse point of contact, including a dedicated email address and telephone number that is monitored 24 hours a day, seven days a week, to receive reports of Illegal Activity by law enforcement, consumer protection, quasi-governmental or other similar authorities designated from time to time by the national or territorial government of the jurisdiction in which Registrar is established or maintains a physical office. Well-founded reports of Illegal Activity submitted to these contacts must be reviewed within 24 hours by an individual who is empowered by Registrar to take necessary and appropriate actions in response to the report. In responding to any such reports, Registrar will not be required to take any action in contravention of applicable law.

3.9.4. Registrar shall publish on its website a description of its procedures for the receipt, handling, and tracking of abuse reports. Registrar shall document its receipt of and response to all such reports. Registrar shall maintain the records related to such reports for the shorter of two (2) years or the longest period permitted by applicable law, and during such period, shall provide such records to Nominet upon reasonable notice.

3.10. Data Submission Requirements.

3.10.1. As part of its registration and sponsorship of Domains in the Registry, Registrar shall submit complete data as required by the System Instructions. Registrar shall exercise due care and attention in the collection and submission of such data to Nominet.

3.10.2. Registrar shall submit any corrections or updates from a Registrant relating to the Registration Information for a Domain to Nominet in a timely manner.

3.11. Security.

3.11.1. Registrar shall develop and employ in its domain name registration business all necessary technology and restrictions to ensure that its connection to the Registry System is secure and that all data exchanged between Registrar’s system and the Registry System shall be protected to avoid unintended disclosure of information. Registrar shall employ the necessary measures to prevent its access to the Registry System granted hereunder from being used to (i) allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass unsolicited, commercial advertising or solicitations to entities other than its own existing customers; or (ii) enable high volume, automated, electronic processes that send queries or data to the systems of Nominet, except as reasonably necessary to register domain names or modify existing registrations. In addition, Nominet may require other reasonable security provisions to ensure that the Registry System is secure and stable.

3.11.2. Registrar must comply with any technical security requirements set out in the System Instructions. Registrar shall disclose only its Registrar password to its employees on a need to know basis. Registrar agrees to notify Nominet within four hours of learning that its Registrar password has been compromised in any way or if its server certificate has been revoked by the issuing certification authority or compromised in any way.

3.12. Resolution of Technical Problems. Registrar shall employ necessary employees, contractors, or agents with sufficient technical training and experience to respond to and fix all technical problems concerning the use of the Registry System in conjunction with Registrar’s systems. In the event of significant degradation of the Registry System or other emergency, Nominet may, in its sole discretion, temporarily suspend or restrict Registrar’s access to the Registry System. Except in the case of an emergency, Nominet will provide advance notice via email and phone call to Registrar’s technical contact of any temporary suspension or restriction.

3.13. Time of Registration. In the event of any dispute concerning the time of the entry of a domain name registration into the Registry Databases, the time shown in the Registry records shall be definitive.

3.14. Transfer of Registration Sponsorship. Registrar agrees to implement transfers of Domain registrations from another registrar to Registrar and vice versa pursuant to the registry Inter-Registrar Transfer Policy as may be amended from time to time.

3.15. Restrictions on Domains. In addition to complying with the Registry standards, policies, procedures, and practices limiting domain names that may be registered, Registrar agrees to comply with applicable statutes and regulations limiting the domain names that may be registered.

3.16. Resellers. Registrar must comply with the terms of this Agreement, even where it deals with Registrants indirectly (e.g. via a ‘reseller’). Registrar will be responsible for any breaches of this Agreement as a result of the action or inaction of any such resellers.

4. REGISTRATION FEES.

4.1. Amount of Nominet Fees. Registrar agrees to pay Nominet the fees published on its website for services provided by Nominet to Registrar (collectively, “Fees”).

4.2. Payment of Nominet Fees. Registrar shall be invoiced on a monthly basis and payment is due within 30 days of invoice date.

4.3. Non-Payment of Fees. In the event of non-payment of fees by their due date Nominet may do any or all of the following: (a) stop accepting new initial or renewal registrations, or registrations associated with a change of sponsorship, from Registrar; (b) delete any domain names from the Registry Database associated with any negative credit balance incurred or unpaid invoices; (c) give written notice of termination of this Agreement, pursuant to clause 8.2.1; and (d) charge interest daily on the outstanding balance at the rate of 4% above the Bank of England base rate from time to time.

4.4. Taxes. All Fees due under this Agreement are exclusive of tax. All taxes, duties, fees and other governmental charges of any kind (including sales, turnover, services, use and value-added taxes, but excluding taxes based on the net income of Nominet) which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any services, software and/or hardware shall be borne by Registrar and shall not be considered a part of, a deduction from or an offset against such Fees. All payments due to Nominet shall be made without any deduction or withholding on account of any tax, duty, charge or penalty except as required by law, in which case, the sum payable by Registrar from which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, Nominet receives and retains (free from any liability with respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.

5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

5.1. Use of Confidential Information. During the Term of this Agreement, a Disclosing Party may disclose its Confidential Information to a Receiving Party. Each party’s use and disclosure of the Confidential Information of the other party shall be subject to the following terms and conditions:

5.1.1. The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures.

5.1.2. The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party solely for the purpose of exercising its right or performing its obligations under this Agreement and for no other purposes whatsoever.

5.1.3. The Receiving Party shall make no disclosures whatsoever of any Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party’s officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof.

5.1.4. The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.

5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.

5.1.6. Notwithstanding the foregoing, this Subsection 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed in the absence of a confidentiality agreement and such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the public domain through no fault of the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure; or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party’s Confidential Information, To the extent that it is legally able to do so, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the Disclosing Party’s expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required.

5.1.7. The Receiving Party’s duties under this Subsection 5.1 shall expire two (2) years after the expiration or termination of this Agreement or earlier, upon written agreement of the parties.

5.2. Intellectual Property.

5.2.1. Subject to the licences granted hereunder, each party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property.

5.2.2. Without limiting the generality of the foregoing, no commercial use, rights or any licences under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by the Disclosing Party to the Receiving Party by this Agreement, or by any disclosure of any Confidential Information to the Receiving Party under this Agreement.

5.2.3. The Registry, and the data contained within it, are the property of Nominet or the Registry owner contracting with Nominet, and Registrar may not use that data without Nominet’s permission. As aconfirmatory assignment, under this Agreement Registrar assigns to Nominet any rights it may have in the data contained within the Registry Databases.

5.2.4. Notwithstanding the terms of clause 5.2.3, Nominet acknowledges that Registrar has proprietary rights in the data it holds regarding its own customers, and that Registrar’s right to use that data is not restricted by the terms of clause 5.2.3.

6. INDEMNITIES AND LIMITATION OF LIABILITY

6.1. Indemnification. Registrar, at its own expense and within thirty days after presentation of a demand by Nominet under this Section, will indemnify, defend and hold harmless Nominet and its subcontractors, and the directors, officers, employees, representatives, agents and affiliates of each of them, against any claim, suit, action, or other proceeding brought against any such party(ies) based on or arising from any claim or alleged claim: (i) relating to any product or service of Registrar; (ii) relating to any agreement, including Registrar’s dispute policy, with any Registrant or Registrar; or (iii) relating to Registrar’s domain name registration business, including, but not limited to, Registrar’s advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service. Nominet shall provide Registrar with prompt notice of any such claim, and upon Registrar’s written request, Nominet will provide to Registrar all available information and assistance reasonably necessary for Registrar to defend such claim, provided that Registrar reimburses Nominet for Nominet’s actual and reasonable costs incurred in connection with providing such information and assistance. Registrar will not enter into any settlement or compromise of any such indemnifiable claim without Nominet’s prior written consent, which consent shall not be unreasonably withheld. Registrar will pay any an all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Nominet in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

6.2. Nominet will indemnify, defend and hold harmless Registrar and their employees, directors, officers, representatives, agents, affiliates, against any claim, suit, action, or other proceeding brought against Registrar based on, arising from or related to infringement of the Registry System; provided, however, that in any such case: (a) Registrar provides Nominet with prompt notice of any such claim, and (b) upon Nominet’s written request, Registrar will provide to Nominet all available information and assistance reasonably necessary for Nominet to defend such claim, provided that Nominet reimburses Registrar for its actual and reasonable costs incurred in connection with providing such information and assistance. Nominet will not enter into any settlement or compromise of any such indemnifiable claim without Registrar’s prior written consent, which consent shall not be unreasonably withheld. Nominet will pay any and all costs, damages and expenses, including, but not limited to reasonable attorneys’ fees and costs awarded against or otherwise incurred by Registrar in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

6.3. Representation and Warranty. Each Party represents and warrants that: (i) if it is a corporation it is duly incorporated, validly existing and in good standing under the law of the jurisdiction of its formation (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, (iii) the execution, performance and delivery of this Agreement has been duly authorised, (iv) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by a Party in order for it to enter into and perform its obligations under this Agreement.

6.4. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THOSE UNDER CLAUSE 6.1, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY OR THEIR SUBCONTRACTORS EXCEED THE LESSER OF (i) THE TOTAL AMOUNT PAID TO NOMINET UNDER THE TERMS OF THIS AGREEMENT FOR THE IMMEDIATELY PRECEEDING 12 MONTH PERIOD, OR (ii) GBP10,000 (TEN THOUSAND POUNDS STERLING).

6.5. Disclaimer of Warranties. THE REGISTRY SYSTEM AND ALL OTHER ITEMS PROVIDED BY NOMINET HEREUNDER ARE PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY OF ANY KIND. NOMINET EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NOMINET DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE REGISTRAR TOOL KIT WILL MEET REGISTRAR’S REQUIREMENTS, OR THAT THE OPERATION OF THE REGISTRAR TOOL KIT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE REGISTRAR TOOL KIT WILL BE CORRECTED. FURTHERMORE, NOMINET DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE REGISTRAR TOOL KIT OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE REGISTRAR TOOL KIT PROVE DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF REGISTRAR’S OWN SYSTEMS AND SOFTWARE.

6.6. Reservation of Rights. Nominet reserves the right to deny, cancel or transfer any registration or transaction, or place any domain name(s) on registry lock, hold or similar status, that it deems necessary, in its discretion; (1) to protect the integrity and stability of the Registry; (2) to comply with any applicable laws, government rules or requirements, requests of law enforcement, or any dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of Nominet, as well as its affiliates, subsidiaries, officers, directors, and employees; (4) for violations of this Agreement, including, without limitation, the exhibits hereto; or (5) to correct mistakes made by Nominet or any Registrar in connection with a domain name registration. Nominet also reserves the right to place a domain name on registry hold, registry lock, or similar status during resolution of a dispute.

7. DISPUTE RESOLUTION

7.1. Dispute Resolution. Disputes arising under or in connection with this Agreement, including requests for specific performance, shall be resolved initially through negotiation between the Parties. In the event that disputes cannot be resolved through such negotiation, either party may refer the dispute to an independent adjudicator appointed by the Centre for Effective Dispute Resolution (CEDR) under the ‘CEDR Rules for Commercial Adjudication’ (or any replacement thereof). Any costs of the adjudication, including any CEDR administration fee, will be split equally between the Parties, unless otherwise directed by the appointed adjudicator.

7.2. While a dispute referred to an adjudicator under clause 7.1 is being considered the Parties will continue as if this Agreement was still in full force and effect. Nominet may, however, impose reasonable restrictions on Registrar’s ability to use the Registry System while the dispute is being considered by the appointed adjudicator, only where Nominet has initiated the dispute due to a breach of this Agreement by Registrar and provided those restrictions are reasonably relevant to the dispute at hand. Those restrictions may include, but are not limited to:

7.2.1. degrading the responsiveness of any Registry Services;

7.2.2. reducing any look-up thresholds or access to any Registry Services; or

7.2.3. removing the ability to register new domains.

7.3. No action taken by either Party or by any adjudicator considering a complaint under clause 7.1. will affect either Party’s legal rights, act as a block to any right or claim or act as an admission of anything, but while this Agreement continues to operate in accordance with clause 7.2, both sides are bound by this Agreement for that period (even if the decision is that the contract is ended and should be ended).

8. TERM AND TERMINATION

8.1. Term of the Agreement; Revisions.

8.1.1. The Term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, shall expire on the last day of the calendar month which is twelve months following the Effective Date. This Agreement shall automatically renew for additional successive 12-month terms unless previously terminated by either party under the terms of this Clause 8.

8.1.2. In the event that Nominet elects to make changes to this Agreement, or the related agreements or policies for a particular registry such changes will automatically take effect and bind both Parties 30 calendar days after Nominet formally notifies Registrar of the form of those changes, unless the Registrar elects to terminate this Agreement by giving Nominet notice within the 30-day period following Nominet’s notice. In the event that Nominet does not receive such notice of termination from Registrar, Registrar shall be deemed to have agreed to the revised form of this Agreement at the end of the 30-day period following Nominet’s notice.

8.2. Termination. This Agreement may be terminated as follows:

8.2.1. Termination For Cause. In the event that either party materially breaches any of its obligations under this Agreement and such breach is not substantially cured within thirty (30) calendar days after written notice thereof is given by the other party, then the nonbreaching party may, by giving written notice thereof to the other party, terminate this Agreement as of the date specified in such notice of termination.

8.2.2. Termination at Option of a Party. Either Party may terminate this Agreement at any time by giving the other Party thirty (30) calendar days’ notice of termination.

8.2.3. Termination in the Event of Insolvency or Bankruptcy. Either party may terminate this Agreement if the other party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a party seeking relief, reorganization or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a party’s property or assets or the liquidation, dissolution or winding up of a party’s business.

8.3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason:

8.3.1. Nominet will complete the registration of all domain names processed by Registrar prior to the effective date of such expiration or termination, provided that Registrar’s payments to Nominet for Fees are current and timely.

8.3.2. Registrar shall immediately transfer its sponsorship of Domains to another Nominet accredited registrar in compliance with any procedures established or approved by Nominet.

8.3.3. All Confidential Information of the Disclosing Party in the possession of the Receiving Party shall be immediately returned to the Disclosing Party.

8.3.4. In the event of termination in accordance with the provisions of Subsections 8.1, 8.2.1, 8.2.2, or 8.2.3, Nominet reserves the right to immediately contact any and all Registrants to facilitate the orderly and stable transition of Registrants to other accredited registrars.

8.3.5. All fees owing to the Nominet shall become immediately due and payable.

8.4. Survival. In the event of termination of this Agreement, the following shall survive: (i) Subsections 1, 2.6, 4.2, 4.3, 5.1, 5.2, 6.1, 6.3, 6.4, 7.1, 7.2, 7.3, 8.4, 9.2, 9.3, 9.4, 9.6, 9.7, 9.8, 9.10 and 9.11 and (ii) the Registrant’s indemnification obligation under Subsection 3.6. Neither party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.

9. MISCELLANEOUS

9.1. Assignments.

9.1.1. Assignment to Successor Registry. Nominet’s rights under this Agreement may be assigned to a subsequent operator of the Registry upon giving Registrar written notice within sixty (60) calendar days of the termination or expiration, provided that the subsequent registry assumes the duties of Nominet under this Agreement.

9.1.2. Other Assignments. Except as otherwise expressly provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the parties. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

9.2. Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, or by email to a party’s validly nominated email address during business hours) to the address or fax number, and marked for the attention of the person or office, as notified in writing to the other Party.

9.3. Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by either party to any non-party to this Agreement, including any holder of a Domain. Registrar expressly acknowledges that, notwithstanding anything in this Agreement to the contrary, it is not an intended third-party beneficiary of the Registry Agreement.

9.4. Relationship of the Parties. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the parties.

9.5. Force Majeure. Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a “Force Majeure Event”) including, but not limited to, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government or other competent authority, compliance with any statutory obligation or executive order, industrial disputes of any kind (whether or not involving either party’s employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party’s performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first six months of such interference, provided that such party uses best efforts to avoid or remove such causes of non-performance as soon as possible.

9.6. Amendments. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties.

9.7. Waivers. No failure on the part of either party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

9.8. Entire Agreement. This Agreement (including its exhibits, which form a part of it) constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.

9.9. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

9.10. Governing law and jurisdiction. This Agreement shall be governed by English law and the Parties submit to the exclusive jurisdiction of the English Courts, save in matters of enforcement of the judgment of an English Court, where the parties submit to the non-exclusive jurisdiction of the English Courts.