2013 Registrar Accreditation Agreement
本文引用ICANN文档 来源>>27 June 2013 This REGISTRAR ACCREDITATION AGREEMENT (this "Agreement")is by andbetween the Internet Corporation forAssigned Names and Numbers,a Californianon-profit,public benefit corporation (“ICANN”),and [Registrar Name],aOrganization type and jurisdiction,and shall be deemed made on at Los Angeles,California,USA.1.DEFINITIONS. For purposes of this Agreement,the following definitions shall apply:1.1 “Account Holder”means the person or entity thatis paying for the Registered Name or otherwise controls the management of the registered name,when thatperson or entity is not the Registered Name Holder.1.2 "Accredited"or“Accreditation”means to identify and set minimum standards for the performance of registration functions,to recognize persons or entitiesmeeting those standards,and to enter into an accreditation agreement that sets forth the rules and procedures applicable to the provision of RegistrarServices.1.3 “Affiliate”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. 1.4 “Affiliated Registrar”is another Accredited registrar thatis an Affiliate of Registrar.1.5 “Applicable Registrar Family”means,with respect to Affiliated Registrars,such Affiliated Registrar as a group.1.6 “Consensus Policy”has the meaning set forth in the Consensus Policiesand Temporary Policies Specification attached hereto.1.7 “Control”(including the terms“controlled by"and“under common controlwith")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 ora member of aboard of directors or equivalent governing body, by contract, by credit arrangement or otherwise.1.8 "DNS" refers to the Internet domain-name system. 1.9 The "Effective Date" is .1.10 The "Expiration Date" is .1.11 "gTLD" or “gTLDs” refers to the top-level domain(s) of the DNS delegated by ICANN pursuant to a registry agreement that is in full force and effect, other than any country code TLD (ccTLD) or internationalized domain name (IDN) country code TLD.1.12 "gTLD Zone-File Data" means all data contained in a DNS zone file for the registry, or for any subdomain for which Registry Services are provided and that contains Registered Names, as provided to nameservers on the Internet.1.13 “Illegal Activity” means conduct involving use of a Registered Namesponsored by Registrar that is prohibited by applicable law and/or exploitation of Registrar’s domain name resolution or registration services in furtherance ofconduct involving the use of a Registered Name sponsored by Registrar that is prohibited by applicable law.1.14 “Personal Data" refers to data about any identified or identifiable natural person.1.15 "Registered Name" refers to a domain name within the domain of agTLD,whether consisting of two (2) or more (e.g., john.smith.name) levels, about which a gTLD Registry Operator (or an Affiliate or subcontractor thereof engaged inproviding Registry Services) maintains data in a Registry Database, arranges forsuch maintenance, or derives revenue from such maintenance. A name in a Registry Database maybe a Registered Name eventhough it does not appear in a zone file(e.g., a registered but inactive name).1.16 "Registered Name Holder" means the holder of a Registered Name.1.17 The word "registrar," when appearing without an initial capital letter, refers to a person or entity that contracts with Registered Name Holders and with a Registry Operator and collects registration data about the Registered Name Holders andsubmits registration information for entry in the Registry Database.1.18 “Registrar Approval” means the receipt of either of the following approvals:1.18.1 The affirmative approval of Applicable Registrars accounting for 90% of the Total Registered Names Under Management by the ApplicableRegistrars; provided that, for purposes of calculating the Total Registered Names Under Management by Applicable Registrars, the Total Registered Names Under Management by each Applicable Registrar Family shall not exceed the Total Registered Names Under Management of the Applicable Registrar Family that is the fifth largest Applicable Registrar Family(measured by number of Registered Names Under Management),both for purposes of the numerator and the denominator; or1.18.2 The affirmative approval of 50% plus one of the Applicable Registrars that participate in the process to approve or disapprove (i.e. vote for oragainst,but not abstain or otherwise fail to vote) aproposed amendmentunder Section 6, and the affirmative approval of Applicable Registrarsaccounting for 66.67% of the Total Registered Names Under Management by all Applicable Registrars; provided that, for purposes of calculating the Total Registered Names Under Management by Applicable Registrars, the TotalRegistered Names Under Management by each Applicable Registrar Family shall not exceed the total Registered Names Under Management of theApplicable Registrar Family that is the fifth largest Applicable Registrar Family (measured by number of Registered Names Under Management), both for purposes of the numerator and the denominator. An example of these calculations is set forth in Appendix 1 attached hereto.1.19 "Registrar Services" means the services subject to this Agreement provided by a registrar in connection with agTLD, and includes contracting with RegisteredName Holders, collecting registration data about the Registered Name Holders, and submitting registration information for entry in the Registry Database.1.20 "Registry Data" means all Registry Database data maintained in electronic form, and shall include gTLD Zone-File Data, all data used to provide RegistryServices and submitted by registrars in electronic form, and all other data used to provide Registry Services concerning particular domain name registrations ornameservers maintained in electronic form in a Registry Database.1.21 "Registry Database" means a database comprised of data about one or more DNS domain names within the domain of a registry that is used to generate either DNS resource records that are published authoritatively or responses to domain- name availability lookup requests or Whois queries, for some or all of those names.1.22 A "Registry Operator" is the person or entity then responsible, in accordance with an agreement between ICANN (or its assignee) and that person or entity (those persons or entities) or, if that agreement is terminated or expires, in accordancewith an agreement between the US Government and that person or entity (those persons or entities), for providing Registry Services for a specific gTLD.1.23 "Registry Services," with respect to a particular gTLD, shall have the meaning defined in the agreement between ICANN and the Registry Operator for that gTLD. 1.24 A “Reseller” is a person or entity that participates in Registrar’s distribution channel for domain name registrations (a) pursuant to an agreement, arrangement or understanding with Registrar or (b) with Registrar’s actual knowledge, provides some or all Registrar Services, including collecting registration data aboutRegistered Name Holders, submitting that data to Registrar, or facilitating the entry of the registration agreement between the Registrar and the Registered NameHolder.1.25 “Restricted Amendment” means (i) an amendment of the Consensus Policies and Temporary Policies Specification or (ii) the term of this Agreement as specified in Section 5.1, as such term maybe extended pursuant to Section 5.2.1.26 A Registered Name is "sponsored" by the registrar that placed the recordassociated with that registration into the registry. Sponsorship of a registration may be changed at the express direction of the Registered Name Holder or, in the event a registrar loses Accreditation, in accordance with then-current ICANN Specifications and Policies.1.27 “Specifications and/or Policies” include Consensus Policies, Specifications(such as the Whois Accuracy Program Specification) referenced in this Agreement, and any amendments, policies, procedures, or programs specifically contemplated by this Agreement or authorized by ICANN’sBylaws.1.28 "Term of this Agreement" begins on the Effective Date and continues to theearlier of (a) the Expiration Date, or (b) termination of this Agreement.1.29 “Total Registered Names Under Management” means the total number ofRegistered Names sponsored by all Applicable Registrars as reflected in the latest monthly reports submitted to ICANN by Registrars.1.30 “Whois Accuracy Program Specification” means the Whois Accuracy Program Specification attached hereto, as updated from time to time in accordance with this Agreement.1.31 “Whois Specification” means the Registration Data Directory Service (Whois) Specification attached hereto, as updated from time to time in accordance with this Agreement.1.32 “Working Group” means representatives of the Applicable Registrars andother members of the community that the Registrar Stakeholder Group appoints, from time to time,to serve as a working group to consult on amendments to the Applicable Registrar Agreements (excluding bilateral amendments pursuant to Section 6.9). ICANN OBLIGATIONS.2.1 Accreditation. During the Term of this Agreement and subject to the termsand conditions of this Agreement, Registrar is hereby Accredited by ICANN to act as a registrar (including to insert and renew registration of Registered Names in theRegistry Database) for gTLDs.2.2 Registrar Use of ICANN Name, Website and Trademarks. ICANN herebygrants to Registrar anon-exclusive, worldwide, royalty-free license during the Term of this Agreement (a) to state that it is Accredited by ICANN as a registrar for gTLDs, and (b) to link to pages and documents within the ICANN website. Subject to theterms and conditions set forth in the Logo License Specification attached hereto, ICANN hereby grants to Registrar anon-exclusive, worldwide right and license to use the Trademarks (as defined in the Logo License Specification). No other use of ICANN's name, website or Trademarks is licensed hereby. This license may not beassigned or sublicensed by Registrar to any other party, including, without limitation, any Affiliate of Registrar or any Reseller.2.3 General Obligations of ICANN. With respect to all matters that impact the rights, obligations, or role of Registrar, ICANN shall during the Term of thisAgreement:2.3.1 exercise its responsibilities in an open and transparent manner;2.3.2 not unreasonably restrain competition and, to the extent feasible, promote and encourage robust competition;2.3.3 not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and not single out Registrar for disparatetreatment unless justified by substantial and reasonable cause; and2.3.4 ensure, through its reconsideration and independent review policies, adequate appeal procedures for Registrar, to the extent it is adverselyaffected by ICANN standards, policies, procedures or practices.2.4 Use of ICANN Accredited Registrars. In order to promote competition in theregistration of domain names, and in recognition of the value that ICANN-Accredited registrars bring to the Internet community, ICANN has ordinarily required gTLDregistries under contract with ICANN to use ICANN-Accredited registrars, andICANN will during the course of this agreement abide by any ICANN adoptedSpecifications or Policies requiring the use of ICANN-Accredited registrars by gTLD registries. REGISTRAR OBLIGATIONS.3.1 Obligations to Provide Registrar Services. During the Term of this Agreement,Registrar agrees that it will operate as a registrar for one or more gTLDs in accordance with this Agreement.3.2 Submission of Registered Name Holder Data to Registry. During the Term of this Agreement:3.2.1 As part of its registration of Registered Names in agTLD, Registrar shall submit to, or shall place in the Registry Database operated by, theRegistry Operator for the gTLD the following data elements:3.2.1.1 The name of the Registered Name being registered;3.2.1.2 The IP addresses of the primary nameserver and secondary nameserver(s) for the Registered Name;3.2.1.3 The corresponding names of those nameservers;3.2.1.4 Unless automatically generated by the registry system, the identity of the Registrar;3.2.1.5 Unless automatically generated by the registry system, the expiration date of the registration; and3.2.1.6 Any other data the Registry Operator requires be submitted to it.The agreement between the Registry Operator of agTLD and Registrar may, if approved by ICANN in writing, state alternative required data elementsapplicable to that gTLD, in which event, the alternative required dataelements shall replace and supersede Subsections 3.2.1.1 through 3.2.1.6stated above for all purposes under this Agreement but only with respect to that particular gTLD. When seeking approval for alternative required data elements, the data elements set forth in Subsections 3.2.1.1 through 3.2.1.6 should be considered suggested minimum requirements.3.2.2 Within seven (7) days after receiving any updates from the Registered Name Holder to the data elements listed in Subsections 3.2.1.2, 3.1.2.3, and3.2.1.6 for any Registered Name that Registrar sponsors, Registrarshall submit the updated data elements to, or shall place those elements in the Registry Database operated by, the relevant Registry Operator.3.2.3 In order to allow reconstitution of the Registry Database in the event of an otherwise unrecoverable technical failure or a change in the designated Registry Operator, within ten (10) days of any such request by ICANN, Registrarshall submit an electronic database containing the data elements listed in Subsections 3.2.1.1 through 3.2.1.6 for all active records in theregistry sponsored by Registrar, in a format specified by ICANN, to the Registry Operator for the appropriate gTLD.3.3 Public Access to Data on Registered Names. During the Term of this Agreement:3.3.1 At its expense, Registrarshall provide an interactive webpage and,with respect to any gTLD operating a “thin” registry, a port 43 Whois service (each accessible via both IPv4 and IPv6) providing free public query-based access to up-to-date (i.e., updated at least daily) data concerning all activeRegistered Names sponsored by Registrar in any gTLD. Until otherwise specified by a Consensus Policy, such data shall consist of the following elements as contained in Registrar's database:3.3.1.1 The name of the Registered Name;3.3.1.2 The names of the primary nameserver and secondary nameserver(s) for the Registered Name;3.3.1.3 The identity of Registrar (which maybe provided through Registrar's website);3.3.1.4 The original creation date of the registration; 3.3.1.5 The expiration date of the registration;3.3.1.6 The name and postal address of the Registered Name Holder;3.3.1.7 The name, postal address,e-mail address, voice telephonenumber, and (where available) fax number of the technical contact for the Registered Name; and3.3.1.8 The name, postal address,e-mail address, voice telephone number, and (where available) fax number of the administrative contact for the Registered Name.The agreement between the Registry Operator of agTLD and Registrar may, if approved by ICANN in writing, state alternative required data elementsapplicable to that gTLD, in which event, the alternative required dataelements shall replace and supersede Subsections 3.3.1.1 through 3.3.1.8stated above for all purposes under this Agreement but only with respect to that particular gTLD.3.3.2 Upon receiving any updates to the data elements listed in Subsections3.3.1.2, 3.3.1.3, and 3.3.1.5 through 3.3.1.8 from the Registered Name Holder, Registrarshall promptly update its database used to provide the public access described in Subsection 3.3.1.3.3.3 Registrar may subcontract its obligation to provide the public access described in Subsection 3.3.1 and the updating described in Subsection 3.3.2,provided that Registrarshall remain fully responsible for the proper provision of the access and updating.3.3.4 Registrarshall abide by any Consensus Policy that requires registrars to cooperatively implement a distributed capability that provides query-based Whois search functionality across all registrars. If the Whois serviceimplemented by registrars does not in a reasonable time provide reasonably robust, reliable,and convenient access to accurate and up-to-date data, the Registrarshall abide by any Consensus Policy requiring Registrar, ifreasonably determined by ICANN to be necessary (considering suchpossibilities as remedial action by specific registrars), to supply data from Registrar's database to facilitate the development of a centralized Whois database for the purpose of providing comprehensive Registrar Whoissearch capability.3.3.5 In providing query-based public access to registration data asrequired by Subsections 3.3.1 and 3.3.4, Registrarshall not impose terms and conditions on use of the data provided, except as permitted by anySpecification or Policy established by ICANN. Unless and until ICANNestablishes a different Consensus Policy, Registrarshall permit use of data it provides in response to queries for any lawful purposes except to: (a) allow, enable, or otherwise support the transmission bye-mail, telephone, postalmail, facsimile or other means of mass unsolicited, commercial advertising or solicitations to entities other than the data recipient's own existingcustomers; or (b) enable high volume, automated, electronic processes that send queries or data to the systems of any Registry Operator or ICANN-Accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.3.3.6 In the event that ICANN determines, following analysis of economic data by an economist(s) retained by ICANN (which data has been madeavailable to Registrar), that an individual or entity is able to exercise market power with respect to registrations or with respect to registration data used for development of value-added products and services by third parties,Registrarshall provide third-party bulk access to the data subject to public access under Subsection 3.3.1 under the following terms and conditions:3.3.6.1 Registrarshall make a complete electronic copy of the data available at least one (1) time per week for download by third parties who have entered into a bulk access agreement with Registrar. 3.3.6.2 Registrar may charge an annual fee, not to exceed US$10,000, for such bulk access to the data.3.3.6.3 Registrar's access agreementshall require the third party to agree not to use the data to allow, enable, or otherwise support anymarketing activities, regardless of the medium used. Such mediainclude but are not limited toe-mail, telephone, facsimile, postal mail, SMS, and wireless alerts.3.3.6.4 Registrar's access agreementshall require the third party to agree not to use the data to enable high-volume, automated, electronicprocesses that send queries or data to the systems of any RegistryOperator or ICANN-Accredited registrar, except as reasonablynecessary to register domain names or modify existing registrations.3.3.6.5 Registrar's access agreement must require the third party to agree not to sell or redistribute the data except insofar as it has been incorporated by the third party into a value-added product or service that does not permit the extraction of a substantial portion of the bulk data from the value-added product or service for use by other parties.3.3.7 To comply with applicable statutes and regulations and for otherreasons,ICANN may adopt a Consensus Policy establishing limits (a) on the Personal Data concerning Registered Names that Registrar may makeavailable to the public through a public-access service described in thisSubsection 3.3 and (b) on the manner in which Registrar may make such data available. Registrarshall comply with any such Consensus Policy.3.3.8 Registrarshall meet or exceed the requirements set forth in the Whois Specification.3.4 Retention of Registered Name Holder and Registration Data.3.4.1 For each Registered Name sponsored by Registrar within agTLD,Registrarshall collect and securely maintain, in its own electronic database, as updated from time to time:3.4.1.1 the data specified in the Data Retention Specification attached hereto for the period specified therein;3.4.1.2 The data elements listed in Subsections 3.3.1.1 through 3.3.1.8;3.4.1.3 the name and (where available) postal address, e-mail address, voice telephone number, and fax number of the billing contact; 3.4.1.4 any other Registry Data that Registrar has submitted to the Registry Operator or placed in the Registry Database underSubsection 3.2; and3.4.1.5 the name, postal address,e-mail address, and voice telephone number provided by the customer of any privacy service or licensee of any proxy registration service, in each case, offered or made available by Registrar or its Affiliates in connection with each registration.Effective on the date that ICANN fully implements a ProxyAccreditation Program established in accordance with Section 3.14, the obligations under this Section 3.4.1.5 will cease to apply as to any specific category of data (such as postal address) that is expresslyrequired to be retained by another party in accordance with such Proxy Accreditation Program.3.4.2 During the Term of this Agreement and for two (2) years thereafter, Registrar (itself or by its agent(s)) shall maintain the following recordsrelating to its dealings with the Registry Operator(s) and Registered Name Holders:3.4.2.1 In electronic form, the submission date and time, and the content, of all registration data (including updates) submitted in electronic form to the Registry Operator(s);3.4.2.2 In electronic, paper, or microfilm form, all writtencommunications constituting registration applications, confirmations, modifications, or terminations and related correspondence withRegistered Name Holders, including registration contracts; and3.4.2.3 In electronic form, records of the accounts of all Registered Name Holders with Registrar.3.4.3 During the Term of this Agreement and for two (2) years thereafter, Registrarshall make the data, information and records specified in thisSection 3.4 available for inspection and copying by ICANN upon reasonablenotice. In addition, upon reasonable notice and request from ICANN,Registrarshall deliver copies of such data, information and records to ICANN in respect to limited transactions or circumstances that maybe the subject of a compliance-related inquiry; provided, however, that such obligationshall not apply to requests for copies of the Registrar’s entire database ortransaction history. Such copies are to be provided at Registrar’s expense. In responding to ICANN’s request for delivery of electronic data, informationand records, Registrar may submit such information in a format reasonably convenient to Registrar and acceptable to ICANN so as to minimizedisruption to the Registrar’s business. In the event Registrar believes that the provision of any such data, information or records to ICANN would violate applicable law or any legal proceedings, ICANN and Registrar agree todiscuss in good faith whether appropriate limitations, protections, oralternative solutions can be identified to allow the production of such data,information or records incomplete or redacted form, as appropriate. ICANN shall not disclose the content of such data, information or records except as expressly required by applicable law, any legal proceeding or Specification or Policy.3.4.4 Notwithstanding any other requirement in this Agreement or the DataRetention Specification, Registrarshall not be obligated to maintain records relating to a domain registration beginning on the date two (2) yearsfollowing the domain registration's deletion or transfer away to a different registrar.3.5 Rights in Data. Registrar disclaims all rights to exclusive ownership or use of the data elements listed in Subsections 3.2.1.1 through 3.2.1.3 for all RegisteredNames submitted by Registrar to the Registry Database for, or sponsored byRegistrar in, each gTLD for which it is Accredited. Registrar does not disclaim rights in the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and Subsections3.3.1.3 through 3.3.1.8 concerning active Registered Names sponsored by it in each gTLD for which it is Accredited, and agrees to grant non-exclusive, irrevocable,royalty-free licenses to make use of and disclose the data elements listed inSubsections 3.2.1.4 through 3.2.1.6 and 3.3.1.3 through 3.3.1.8 for the purpose ofproviding a service or services (such as a Whois service under Subsection 3.3.4)providing interactive, query-based public access. Upon a change in sponsorshipfrom Registrar of any Registered Name in each gTLD for which it is Accredited,Registrar acknowledges that the registrar gaining sponsorshipshall have the rights of an owner to the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and3.3.1.3 through 3.3.1.8 concerning that Registered Name, with Registrar alsoretaining the rights of an owner in that data. Nothing in this Subsection prohibitsRegistrar from (1) restricting bulk public access to data elements in a mannerconsistent with this Agreement and any Specifications or Policies or (2) transferring rights it claims in data elements subject to the provisions of this Subsection 3.5.3.6 Data Escrow. During the Term of this Agreement, on a schedule, under the terms, and in the format specified by ICANN, Registrarshall submit an electronic copy of the data described in Subsections 3.4.1.2 through 3.4.1.5 to ICANN or, at Registrar's election and at its expense, to a reputable escrow agent mutuallyapproved by Registrar and ICANN, such approval also not to be unreasonablywithheld by either party. The data shall beheld under an agreement amongRegistrar, ICANN, and the escrow agent (if any) providing that (1) the data shall be received and held in escrow, with no use other than verification that the deposited data is complete, consistent, and in proper format, until released to ICANN; (2) the data shall be released from escrow upon expiration without renewal or termination of this Agreement; and (3) ICANN's rights under the escrow agreementshall beassigned with any assignment of this Agreement. The escrowshall provide that in the event the escrow is released under this Subsection, ICANN (or its assignee) shall have anon-exclusive, irrevocable, royalty-free license to exercise (only fortransitional purposes) or have exercised all rights necessary to provide Registrar Services.3.7 Business Dealings, Including with Registered Name Holders.3.7.1 In the event ICANN adopts a Specification or Policy that is supported by a consensus of ICANN-Accredited registrars as reflected in the Registrar Stakeholder Group (or any successor group), establishing or approving aCode of Conduct for ICANN-Accredited registrars, Registrarshall abide by that Code of Conduct.3.7.2 Registrarshall abide by applicable laws and governmental regulations.3.7.3 Registrarshall not represent to any actual or potential RegisteredName Holder that Registrar enjoys access to a registry for which Registrar is Accredited that is superior to that of any other registrar Accredited for that registry.3.7.4 Registrarshall not activate any Registered Name unless and until it is satisfied that it has received a reasonable assurance of payment of itsregistration fee. For this purpose,a charge to a credit card, generalcommercial terms extended to creditworthy customers, or other mechanism providing a similar level of assurance of paymentshall be sufficient, provided that the obligation to pay becomes final and non-revocable by the Registered Name Holder upon activation of the registration.3.7.5 At the conclusion of the registration period, failure by or on behalf of the Registered Name Holder to consent that the registration be renewedwithin the time specified in a second notice or remindershall, in the absence of extenuating circumstances, result in cancellation of the registration by the end of the auto-renew grace period (although Registrar may choose to cancel the name earlier).3.7.5.1 Extenuating circumstances are defined as: UDRP action, valid court order, failure of a Registrar's renewal process (which does not include failure of a registrant to respond), the domain name is used by a nameserver that provides DNS service to third-parties (additionaltime maybe required to migrate the records managed by thenameserver), the registrant is subject to bankruptcy proceedings,payment dispute (where a registrant claims to have paid for arenewal, or a discrepancy in the amount paid),billing dispute (where a registrant disputes the amount on a bill), domain name subject tolitigation in a court of competent jurisdiction, or other circumstance as approved specifically by ICANN. 3.7.5.2 Where Registrar chooses, under extenuating circumstances,to renew a domain name without the explicit consent of the registrant, the registrar must maintain a record of the extenuating circumstances associated with renewing that specific domain name for inspection byICANN consistent with clauses 3.4.2 and 3.4.3 of this registrar accreditation agreement.3.7.5.3 In the absence of extenuating circumstances (as defined inSection 3.7.5.1 above),a domain name must be deleted within 45 days of either the registrar or the registrant terminating a registrationagreement.3.7.5.4 Registrarshall provide notice to each new registrantdescribing the details of their deletion and auto-renewal policyincluding the expected time at which anon-renewed domain name would be deleted relative to the domain's expiration date, or a date range not to exceed ten (10) days in length. If a registrar makes any material changes to its deletion policy during the period of theregistration agreement, it must make at least the same effort to inform the registrant of the changes as it would to inform the registrant ofother material changes to the registration agreement (as defined in clause 3.7.7 of the registrars accreditation agreement).3.7.5.5 If Registrar operates a website for domain name registration or renewal, details of Registrar's deletion and auto-renewal policies must be clearly displayed on the website.3.7.5.6 If Registrar operates a website for domain registration orrenewal, it should state, both at the time of registration and in a clear place on its website, any fee charged for the recovery of a domainname during the Redemption Grace Period.3.7.5.7 In the event that a domain which is the subject of a UDRPdispute is deleted or expires during the course of the dispute, thecomplainant in the UDRP dispute will have the option to renew orrestore the name under the same commercial terms as the registrant. If the complainant renews or restores the name, the name will beplaced in Registrar HOLD and Registrar LOCK status, the WHOIScontact information for the registrant will be removed, and theWHOIS entry will indicate that the name is subject to dispute. If the complaint is terminated, or the UDRP dispute finds against thecomplainant, the name will be deleted within 45 days. The registrant retains the right under the existing redemption grace periodprovisions to recover the name at anytime during the Redemption Grace Period, and retains the right to renew the name before it is deleted. 3.7.6 Registrarshall not insert or renew any Registered Name in any gTLD registry in a manner contrary to (i) any Consensus Policy stating a list orspecification of excluded Registered Names that is in effect at the time ofinsertion or renewal, or (ii) any list of names to be reserved from registration as required by the specific Registry Operator for which the Registrar isproviding Registrar Services.3.7.7 Registrarshall require all Registered Name Holders to enter into anelectronic or paper registration agreement with Registrar including at least the provisions set forth in Subsections 3.7.7.1 through 3.7.7.12, and whichagreementshall otherwise set forth the terms and conditions applicable tothe registration of a domain name sponsored by Registrar. The RegisteredName Holder with whom Registrar enters into a registration agreement must be a person or legal entity other than the Registrar, provided that Registrarmaybe the Registered Name Holder for domains registered for the purpose of conducting its Registrar Services, in which case the Registrarshall submit to the provisions set forth in Subsections 3.7.7.1 through 3.7.7.12 and shallbe responsible to ICANN for compliance with all obligations of the Registered Name Holder asset forth in this Agreement and Specifications and Policies.Registrarshall use commercially reasonable efforts to enforce compliancewith the provisions of the registration agreement between Registrar and any Registered Name Holder that relate to implementing the requirements ofSubsections 3.7.7.1 through 3.7.7.12 or any Consensus Policy.3.7.7.1 The Registered Name Holdershall provide to Registraraccurate and reliable contact details and correct and update themwithin seven (7) days of any change during the term of the Registered Name registration, including: the full name, postal address,e-mailaddress, voice telephone number, and fax number if available of the Registered Name Holder; name of authorized person for contactpurposes in the case of an Registered Name Holder that is anorganization, association, or corporation; and the data elements listed in Subsections 3.3.1.2, 3.3.1.7 and 3.3.1.8.3.7.7.2 A Registered Name Holder's willful provision of inaccurate orunreliable information, its willful failure to update informationprovided to Registrar within seven (7) days of any change, or itsfailure to respond for over fifteen (15) days to inquiries by Registrar concerning the accuracy of contact details associated with theRegistered Name Holder's registrationshall constitute a material breach of the Registered Name Holder-registrar contract and be a basis for suspension and/or cancellation of the Registered Name registration.3.7.7.3 Any Registered Name Holder that intends to license use of a domain name to a third party is nonetheless the Registered Name Holder of record and is responsible for providing its own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timelyresolution of any problems that arise in connection with theRegistered Name. A Registered Name Holder licensing use of aRegistered Name according to this provisionshall accept liability for harm caused by wrongful use of the Registered Name, unless itdiscloses the current contact information provided by the licensee and the identity of the licensee within seven (7) days to a partyproviding the Registered Name Holder reasonable evidence of actionable harm.3.7.7.4 Registrarshall provide notice to each new or renewed Registered Name Holder stating:3.7.7.4.1 The purposes for which any Personal Data collected from the applicant are intended;3.7.7.4.2 The intended recipients or categories of recipients of the data (including the Registry Operator and others who will receive the data from Registry Operator);3.7.7.4.3 Which data are obligatory and which data, if any, are voluntary; and3.7.7.4.4 How the Registered Name Holder or data subject can access and, if necessary, rectify the data held about them.3.7.7.5 The Registered Name Holdershall consent to the data processing referred to in Subsection 3.7.7.4.3.7.7.6 The Registered Name Holdershall represent that notice has been provided equivalent to that described in Subsection 3.7.7.4 to any third-party individuals whose Personal Data are supplied toRegistrar by the Registered Name Holder, and that the Registered Name Holder has obtained consent equivalent to that referred to in Subsection 3.7.7.5 of any such third-party individuals.3.7.7.7 Registrarshall agree that it will not process the Personal Data collected from the Registered Name Holder in away incompatiblewith the purposes and other limitations about which it has provided notice to the Registered Name Holder in accordance with Subsection 3.7.7.4 above.3.7.7.8 Registrarshall agree that it will take reasonable precautions to protect Personal Data from loss, misuse, unauthorized access ordisclosure, alteration, or destruction. 3.7.7.9 The Registered Name Holdershall represent that, to the best of the Registered Name Holder's knowledge and belief, neither theregistration of the Registered Name nor the manner in which it isdirectly or indirectly used infringes the legal rights of any third party.3.7.7.10 For the adjudication of disputes concerning or arising fromuse of the Registered Name, the Registered Name Holdershall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registered Name Holder's domicile and (2) where Registrar is located.3.7.7.11 The Registered Name Holdershall agree that its registration of the Registered Name shall be subject to suspension, cancellation, or transfer pursuant to any Specification or Policy, or pursuant to anyregistrar or registry procedure not inconsistent with any Specification or Policy, (1) to correct mistakes by Registrar or the RegistryOperator in registering the name or (2) for the resolution of disputes concerning the Registered Name.3.7.7.12 The Registered Name Holdershall indemnify and holdharmless the Registry Operator and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses)arising out of or related to the Registered Name Holder's domain name registration.3.7.8 Registrarshall comply with the obligations specified in the WhoisAccuracy Program Specification. In addition, notwithstanding anything inthe Whois Accuracy Program Specification to the contrary, Registrarshallabide by any Consensus Policy requiring reasonable and commerciallypracticable (a) verification, at the time of registration, of contact information associated with a Registered Name sponsored by Registrar or (b) periodic re- verification of such information. Registrarshall, upon notification by anyperson of an inaccuracy in the contact information associated with aRegistered Name sponsored by Registrar, take reasonable steps to investigate that claimed inaccuracy. In the event Registrar learns of inaccurate contact information associated with a Registered Name it sponsors, it shall take reasonable steps to correct that inaccuracy.3.7.9 Registrarshall abide by any Consensus Policy prohibiting orrestricting warehousing of or speculation in domain names by registrars.3.7.10 Registrarshall publish on its website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities Specification attached hereto and shall not take any action inconsistent with the corresponding provisions of this Agreement or applicable law. 3.7.11 Registrarshall make available a description of the customer service handling processes available to Registered Name Holders regardingRegistrar Services, including a description of the processes for submitting complaints and resolving disputes regarding the Registrar Services.3.7.12 Nothing in this Agreement prescribes or limits the amount Registrar may charge Registered Name Holders for registration of Registered Names.3.8 Domain-Name Dispute Resolution. During the Term of this Agreement,Registrarshall have in place a policy and procedures for resolution of disputesconcerning Registered Names. Until ICANN adopts an alternative Consensus Policy or other Specification or Policy with respect to the resolution of disputes concerning Registered Names, Registrarshall comply with the Uniform Domain Name DisputeResolution Policy (“UDRP”) identified on ICANN's website(www.icann.org/general/consensus-policies.htm),as maybe modified from time to time. Registrarshall also comply with the Uniform Rapid Suspension (“URS”)procedure or its replacement, as well as with any other applicable disputeresolution procedure as required by a Registry Operator for which Registrar is providing Registrar Services.3.9 Accreditation Fees. As a condition of Accreditation, Registrarshall pay Accreditation fees to ICANN. These fees consist of yearly and variable fees.3.9.1 Registrarshall pay ICANN a yearly Accreditation fee in an amount established by the ICANN Board of Directors, in conformity with ICANN'sbylaws and articles of incorporation. This yearly Accreditation feeshall not exceed US$4,000. Payment of theyearly feeshall be due within thirty (30) days after invoice from ICANN, provided that Registrar may elect to pay the yearly fee in four (4) equal quarterly installments.3.9.2 Registrarshall pay the variable Accreditation fees established by the ICANN Board of Directors, in conformity with ICANN's bylaws and articles of incorporation, provided that in each case such fees are reasonably allocated among all registrars that contract with ICANN and that any such fees must be expressly approved by registrars accounting, in the aggregate, for payment of two-thirds of all registrar-level fees. Registrarshall pay such fees in a timely manner for so long as all material terms of this Agreement remain in fullforce and effect, and notwithstanding the pendency of any dispute between Registrar and ICANN.3.9.3 For any payments thirty (30) days or more overdue, Registrarshall pay interest on late payments at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law from later of the date of theinvoice or the date the invoice is sent pursuant to Section 7.6 of thisAgreement. On reasonable notice given by ICANN to Registrar, accountings submitted by Registrarshall be subject to verification by an audit of Registrar's books and records by an independent third-party designated by ICANN that shall preserve the confidentiality of such books and records(other than its findings as to the accuracy of, and any necessary corrections to,the accountings).3.9.4 The Accreditation 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) that are imposed by or under the authority of any government or any political subdivision thereofon the Accreditation fees for any services, software and/or hardware shall be borne by Registrar and shall not be considered apart of, a deduction from, or an offset against such Accreditation fees. All payments due to ICANN shall be made without any deduction or withholding on account of any tax, duty,charge, or penalty except as required by applicable law, in which case, thesum 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, ICANN receives (free from any liability with respect thereof) a net sum equal to the sum it would have received but forsuch deduction or withholding being required.3.10 Insurance. Registrarshall maintain in force commercial general liabilityinsurance or similar liability insurance as specified by ICANN with policy limits of at least US$500,000 covering liabilities arising from Registrar's registrar businessduring the Term of this Agreement.3.11 Obligations of Registrars under common controlling interest. Registrarshall be in breach of this Agreement if:3.11.1 ICANN terminates an Affiliated Registrar's accreditation agreement with ICANN (an "Affiliate Termination");3.11.2 Affiliated Registrar has not initiated arbitration challenging ICANN's right to terminate the Affiliated Registrar's accreditation agreement under Section 5.8 of this Agreement, or has initiated such arbitration and has not prevailed;3.11.3 the Affiliate Termination was the result of misconduct that materially harmed consumers or the public interest;3.11.4 a second Affiliated Registrar has pursued, after the AffiliateTermination, the same course of conduct that resulted in the Affiliate Termination; and3.11.5 ICANN has provided Registrar with written notice that it intends to assert the provisions of this Section 3.11 with respect to Registrar, whichnoticeshall identify in reasonable detail the factual basis for such assertion, and Registrar has failed to cure the impugned conduct within fifteen (15) days of such notice.3.12 Obligations Related to Provision of Registrar Services by Third Parties.Registrar is responsible for the provision of Registrar Services for all RegisteredNames that Registrar sponsors being performed in compliance with this Agreement, regardless of whether the Registrar Services are provided by Registrar or a thirdparty, including a Reseller. Registrar must enter into written agreements with all of its Resellers that enable Registrar to comply with and perform all of its obligations under this Agreement. In addition, Registrar must ensure that:3.12.1 Its Resellers do not display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent themselves as Accredited by ICANN, unless they have written permission from ICANN to do so.3.12.2 Any registration agreement used by resellershall include all registration agreement provisions and notices required bythe ICANN Registrar Accreditation Agreement and any ICANN Consensus Policies, and shall identify the sponsoring registrar or provide a means for identifying the sponsoring registrar, such as a link to the InterNIC Whois lookup service.3.12.3 Its Resellers identify the sponsoring registrar upon inquiry from the customer.3.12.4 Its Resellers comply with any ICANN-adopted Specification or Policy that establishes a program for accreditation of individuals or entities who provide proxy and privacy registration services (a “Proxy AccreditationProgram”). Among other features, the Proxy Accreditation Program may require that: (i) proxy and privacy registration services may only beprovided in respect of domain name registrations by individuals or entities Accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) Registrarshall prohibit Resellers from knowingly accepting registrationsfrom any provider of proxy and privacy registration services that is notAccredited by ICANN pursuant the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, Registrarshallrequire Resellers to comply with the Specification on Privacy and Proxy Registrations attached hereto.3.12.5 Its Resellers'customers are provided with a link to an ICANN webpage detailing registrant educational information, as detailed in subsection 3.16 below.3.12.6 In the event Registrar learns that a Reseller is causing Registrar to be in breach of any of the provisions of this Agreement, Registrarshall takereasonable steps to enforce its agreement with such Reseller so as to cure and prevent further instances of non-compliance. 3.12.7 Its Resellers shall publish on their website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities Specification attached hereto and shall not take any action inconsistent with the corresponding provisions of this Agreement or applicable law.Registrarshall use commercially reasonable efforts to enforce compliance with the provisions of the agreement between Registrar and any Reseller that relate to the provisions of Registrar Services. 3.13 Registrar Training. Registrar's primary contact as identified in Subsection 7.6 below or designee (so long as the designee is employed by Registrar or an Affiliated Registrar) shall complete a training course covering registrar obligations underICANN policies and agreements. The course will be provided by ICANN at no expense to Registrar, and shall be available in an online format.3.14 Obligations Related to Proxy and Privacy Services. Registrar agrees to comply with any ICANN-adopted Specification or Policy that establishes a ProxyAccreditation Program. Registrar also agrees to reasonably cooperate with ICANN in the development of such program. Until such time as the Proxy AccreditationProgram is established, Registrar agrees to comply with the Specification on Privacy and Proxy Registrations attached hereto.3.15 Registrar Self-Assessment and Audits. Registrarshall complete and deliver to ICANN on a schedule and in the form specified by ICANN from time to time inconsultation with registrars a Registrar self-assessment. Registrarshall complete and deliver to ICANN within twenty (20) days following the end of each calendar year, in a form specified by ICANN a certificate executed by the president, chiefexecutive officer, chief financial officer or chief operating officer (or theirequivalents) of Registrar certifying compliance with the terms and conditions of this Agreement. ICANN may from time to time (not to exceed twice per calendar year)conduct, or engage a third party to conduct on its behalf, contractual complianceaudits to assess compliance by Registrar with the terms and conditions of thisAgreement. Any audits pursuant to this Section 3.15 shall be tailored to achieve the purpose of assessing compliance, and ICANN will (a) give reasonable advance notice of any such audit, which noticeshall specify in reasonable detail the categories ofdocuments, data and other information requested by ICANN, and (b) usecommercially reasonable efforts to conduct such audit in such a manner as to notunreasonably disrupt the operations of Registrar. As part of such audit and uponrequest by ICANN, Registrarshall timely provide all responsive documents, data and any other information necessary to demonstrate Registrar’s compliance with thisAgreement. Upon no less than ten (10) days notice (unless otherwise agreed to by Registrar), ICANN may, as part of any contractual compliance audit, conduct site visits during regular business hours to assess compliance by Registrar with theterms and conditions of this Agreement. ICANN shall not disclose Registrarconfidential information gathered through such audits except as required byapplicable law, legal proceedings, or as expressly permitted by any Specification or Policy (including ICANN’s Documentary Information Disclosure Policy, as such policy maybe amended from time to time); provided, however, that, except as required by applicable law or legal proceedings, ICANN shall not release anyinformation that Registrar has marked as, or has otherwise designated in writing toICANN as, a “confidential trade secret,” “confidential commercial information” or “confidential financial information” of Registrar. If any applicable law, legalproceeding or Specification or Policy permits such disclosure, ICANN will provide Registrar no less than fifteen (15) days notice of its intent to disclose suchinformation, unless such notice is prohibited by law or legal proceeding. Such noticeshall include to whom and in what manner ICANN plans to disclose such information.3.16 Link to Registrant Educational Information. ICANN has published aneducational webpage summarizing the terms of the Registrar AccreditationAgreement and related Consensus Policies (as of the date of this Agreement, located at:http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm). Registrarshall provide a link to such webpage on any website it may operate fordomain name registration or renewal clearly displayed to its Registered NameHolders at least as clearly as its links to policies or notifications required to be displayed under ICANN Consensus Policies. ICANN may, in consultation with registrars, update the content and/or URL for this website.3.17 Registrar Contact, Business Organization and Officer Information. Registrar shall provide to ICANN and maintain accurate and current information as specified in the Registrar Information Specification to this Agreement. In addition, Registrar shall publish on each website through which Registrar provides or offers Registrar Services the information specified as requiring such publication in the RegistrarInformation Specification. Registrarshall notify ICANN within five (5) days of any changes to such information and update Registrar’s website(s) within twenty (20) days of any such changes.3.18 Registrar’s Abuse Contact and Duty to Investigate Reports of Abuse.3.18.1 Registrarshall maintain an abuse contact to receive reports of abuse involving Registered Names sponsored by Registrar, including reports ofIllegal Activity. Registrarshall publish an email address to receive suchreports on the homepage of Registrar's website (or in another standardized place that maybe designated by ICANN from time to time). Registrarshalltake reasonable and prompt steps to investigate and respond appropriately to any reports of abuse.3.18.2 Registrarshall establish and maintain a dedicated abuse point ofcontact, 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 the Registrar isestablished or maintains a physical office. Well-founded reports of IllegalActivity submitted to these contacts must be reviewed within 24 hours by an individual who is empowered by Registrar to take necessary and appropriateactions 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.3.18.3 Registrarshall publish on its website a description of its procedures for the receipt, handling, and tracking of abuse reports. Registrarshalldocument its receipt of and response to all such reports. Registrarshallmaintain 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 ICANN upon reasonable notice.3.19 Additional Technical Specifications to Implement IPV6, DNSSEC andIDNs. Registrarshall comply with the Additional Registrar Operations Specificationattached hereto.3.20 Notice of Bankruptcy, Convictions and Security Breaches. Registrar will giveICANN notice within seven (7) days of (i) the commencement of any of theproceedings referenced in Section 5.5.8. (ii) the occurrence of any of the matters specified in Section 5.5.2 or Section 5.5.3 or (iii) any unauthorized access to or disclosure of registrant account information or registration data. The noticerequired pursuant to Subsection (iii) shall include a detailed description of the type of unauthorized access, how it occurred, the number of registrants affected, and any action taken by Registrar in response.3.21 Obligations of Registrars Affiliated with Registry Operators. In the eventRegistrar is Affiliated with any Registry Operator or back-end registry operator (an “Affiliated Relationship”) during the Term of this Agreement, Registrarshall comply with all ICANN Specifications and Policies that maybe developed from time to time with respect to such Affiliated Relationships, and will notify ICANN within thirty(30) days of the occurrence of the event that created the Affiliate relationship (e.g., the closing of any merger, acquisition or other transaction, or the execution of any agreement, in each case, giving rise to such Affiliated Relationship).3.22 Cooperation with Emergency Registry Service Providers. In the event thatICANN transitions the operation of a registry for agTLD in which Registrar sponsors Registered Names to an emergency registry service provider, Registrarshallcooperate in all reasonable respects with such emergency registry service provider,including by entering into a registry-registrar agreement with such providernecessary to effect the transition and by providing all Registered Name Holder data reasonably requested by such emergency operator for the purpose of facilitating an efficient transition of the registry for the gTLD. PROCEDURES FOR ESTABLISHMENT OR REVISION OF SPECIFICATIONS AND POLICIES.4.1 Compliance with Consensus Policies and Temporary Policies. During the Term of this Agreement, Registrarshall comply with and implement all Consensus Policies and Temporary Policies in existence as of the Effective Date found athttp://www.icann.org/general/consensus-policies.htm,and as may in the future be developed and adopted in accordance with the ICANN Bylaws, provided such future Consensus Policies and Temporary Policies are adopted in accordance with theprocedures and relate to those topics and subject to those limitations set forth in the Consensus Policies and Temporary Policies Specification to this Agreement. TERM, TERMINATION AND DISPUTE RESOLUTION.5.1 Term of Agreement. This Agreementshall be effective on the Effective Date and shall have an initial term running until the Expiration Date, unless soonerterminated.5.2 Renewal. This Agreement and Registrar’s Accreditation will be renewed for successive periods of five (5) years upon the Expiration Date and the expiration of each successive five-year term thereafter under the terms and conditions of thisAgreement, unless:5.2.1 at the time of such renewal, Registrar no longer meets the ICANN registrar Accreditation criteria then in effect;5.2.2 Registrar is not in compliance with its obligations under thisAgreement at the time of the Expiration Date or at the expiration of any successive five (5) year term thereafter;5.2.3 Registrar has been given notice by ICANN of three (3) or morematerial breaches of this Agreement within the two (2) years preceding the Expiration Date or the date of expiration of any successive five (5) year termthereafter; or5.2.4 this Agreement has terminated prior to the Expiration Date or the expiration date of any successive five (5) year term thereafter.In the event Registrar intendstorenew this Agreement pursuant to this Section 5.2, Registrarshall provide ICANN written notice thereof during the period that is nomore than ninety (90) days and no less than sixty (60) days prior to the Expiration Date and each successive five (5) year term thereafter. The provision of such notice shall not be a condition to renewal hereunder. Pursuant to its customary practices (as maybe modified by ICANN), ICANN will provide notice to Registrar of theExpiration Date and the date of expiration of any subsequent term hereunder. 5.3 Right to Substitute Updated Agreement. In the event that, during the Term of this Agreement, ICANN adopts a revised form Registrar accreditation agreement(the “Updated RAA”), Registrar (provided it has not received (i) a notice of breach that it has not cured or (ii) a notice of termination or suspension of this Agreement under this Section 5) may elect, by giving ICANN written notice, to enter into theUpdated RAA. In the event of such election, Registrar and ICANN shall as soon as practicable enter into the Updated RAA for the term specified in the Updated RAA, and this Agreement will be deemed terminated.5.4 Termination of Agreement by Registrar. This Agreement maybe terminated before its expiration by Registrar by giving ICANN thirty (30) days written notice. Upon such termination by Registrar, Registrarshall not be entitled to any refund of fees paid to ICANN pursuant to this Agreement.5.5 Termination of Agreement by ICANN. This Agreement maybe terminated before its expiration by ICANN in any of the following circumstances:5.5.1 There was a material misrepresentation, material inaccuracy, ormaterially misleading statement in Registrar's application for Accreditation or renewal of Accreditation or any material accompanying the application.5.5.2 Registrar:5.5.2.1 is convicted by a court of competent jurisdiction of a felony or other serious offense related to financial activities, or is judged by acourt of competent jurisdiction to have:5.5.2.1.1 committed fraud,5.5.2.1.2 committed a breach of fiduciary duty, or5.5.2.1.3 with actual knowledge (or through gross negligence) permitted Illegal Activity in the registration or use of domain names or in the provision to Registrar by any Registered Name Holder of inaccurate Whois information; or5.5.2.1.4 failed to comply with the terms of an order issued by a court of competent jurisdiction relating to the use of domain names sponsored by the Registrar;or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing; or5.5.2.2 is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others; or 5.5.2.3 is the subject of anon-interlocutory order issued by a court or arbitral tribunal, in each case of competent jurisdiction, finding that Registrar has, directly or through an Affiliate, committed a specificviolation(s) of applicable national law or governmental regulation relating to cybersquatting or its equivalent; or5.5.2.4 is found by ICANN, based on its review of the findings ofarbitral tribunals, to have been engaged, either directly or through its Affiliate, in a pattern and practice of trafficking in or use of domainnames identical or confusingly similar to a trademark or service mark of a third party in which the Registered Name Holder has no rights or legitimate interest, which trademarks have been registered and arebeing used in bad faith.5.5.3 Registrar knowingly employs any officer that is convicted of amisdemeanor related to financial activities or of any felony, or is judged by acourt of competent jurisdiction to have committed fraud or breach offiduciary duty, or is the subject of a judicial determination that ICANNreasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) days of Registrar’sknowledge of the foregoing; or any member of Registrar’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 ajudicial determination that ICANN reasonably deems as the substantiveequivalent of any of the foregoing and such member is not removed from Registrar’s board of directors or similar governing body within thirty (30) days of Registrar’s knowledge of the foregoing.5.5.4 Registrar fails to cure any breach of this Agreement within twenty- one (21) days after ICANN gives Registrar notice of the breach.5.5.5 Registrar fails to comply with a ruling granting specific performance under Sections 5.7 or 7.1.5.5.6 Registrar has been in fundamental and material breach of itsobligations under this Agreement at least three (3) times within a twelve (12) month period.5.5.7 Registrar continues acting in a manner that ICANN has reasonably determined endangers the stability or operational integrity ofthe Internet after receiving three (3) days notice of that determination.5.5.8 (i) Registrar makes an assignment for the benefit of creditors or similar act; (ii) attachment, garnishmentor similar proceedings arecommenced against Registrar, which proceedings area material threat to Registrar’s ability to provide Registrar Services for gTLDs, and are not dismissed within sixty (60) days of their commencement; (iii) atrustee,receiver, liquidator or equivalent is appointed in place of Registrar ormaintains control over any of Registrar’s property; (iv) execution is leviedupon any property of Registrar, (v) proceedings are instituted by or against Registrar under any bankruptcy, insolvency, reorganization or other lawsrelating to the relief of debtors and such proceedings are not dismissedwithin thirty (30) days of their commencement, or (vi) Registrar files forprotection under the United States Bankruptcy Code, 11 U.S.C. Section 101 etseq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations.5.6 Termination Procedures. This Agreement maybe terminated in circumstances described in Subsections 5.5.1 though 5.5.6 above only upon fifteen (15) dayswritten notice to Registrar (in the case of Subsection 5.5.4 occurring afterRegistrar's failure to cure), with Registrar being given an opportunity during that time to initiate arbitration under Subsection 5.8 to determine the appropriatenessof termination under this Agreement. This Agreement maybe terminatedimmediately upon notice to Registrar in circumstances described in Subsections 5.5.7 and 5.5.8.5.7 Suspension.5.7.1 Upon the occurrence of any of the circumstances set forth in Section 5.5, ICANN may, in ICANN’s sole discretion, upon delivery of a noticepursuant to Subsection 5.7.2, elect to suspend Registrar’s ability to create orsponsor new Registered Names or initiate inbound transfers of Registered Names for any or allgTLDs for a period of up to a twelve (12) monthsfollowing the effectiveness of such suspension. Suspension of a Registrar does not preclude ICANN’s ability to issue a notice of termination inaccordance with the notice requirements of Section 5.6.5.7.2 Any suspension under Subsections 5.7.1 will be effective upon fifteen(15) days written notice to Registrar, with Registrar being given anopportunity during that time to initiate arbitration under Subsection 5.8 to determine the appropriateness of suspension under this Agreement.5.7.3 Upon suspension, Registrarshall notify users, by posting a prominent notice on its website, that it is unable to create or sponsor new gTLD domain name registrations or initiate inbound transfers of Registered Names.Registrar’s noticeshall include a link to the notice of suspension fromICANN.5.7.4 If Registrar acts in a manner that ICANN reasonably determinesendangers the stability or operational integrity of the Internet and uponnotice does not immediately cure, ICANN may suspend this Agreement for five (5) working dayspending ICANN's application for more extendedspecific performance or injunctive relief under Subsection 7.1. Suspension of the Agreement under this Subsection may, at ICANN’s sole discretion, preclude the Registrar from (i) providing Registration Services for gTLDs delegated by ICANN on or after the date of delivery of such notice toRegistrar and (ii) creating or sponsoring new Registered Names or initiating inbound transfers of Registered Names for any gTLDs. Registrar must alsopost the statement specified in Subsection 5.7.3.5.8 Resolution of Disputes Under this Agreement. Subject to the limitations setforth in Section 6 and Section 7.4, disputes arising under or in connection with this Agreement, including (1) disputes arising from ICANN's failure to renew Registrar's Accreditation and (2) requests for specific performance, shall be resolved in a court of competent jurisdiction or, at the election of either party, by an arbitrationconducted as provided in this Subsection 5.8 pursuant to the InternationalArbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English and shall occur in Los Angeles County, California, USA. Except asset forth in Section 7.4.5, there shall be one (1) arbitrator agreed by theparties from a list of AAA arbitrators, or if parties do not agree on an arbitratorwithin fifteen (15) days of the AAA request that the parties designate an arbitrator, the AAA shall choose and appoint an arbitrator, paying due regard to the arbitrator’s knowledge of the DNS. The parties shall bear the costs of the arbitration in equalshares, subject to the right of the arbitrator to reallocate the costs in their award as provided in the AAA rules. The parties shall bear their own attorneys'fees inconnection with the arbitration, and the arbitrator may not reallocate the attorneys' fees in conjunction with their award. The arbitratorshall render its decision within ninety (90) days of the conclusion of the arbitration hearing. In the event Registrar initiates arbitration to contest the appropriateness of termination of this Agreement by ICANN pursuant to Section 5.5 or suspension of Registrar by ICANN pursuant to Section 5.7.1, Registrar may at the sametime request that the arbitration panel stay the termination or suspension until the arbitration decision is rendered. Thearbitration panelshall order a stay: (i) upon showing by Registrar that continuedoperations would not be harmful to consumers or the public interest, or (ii) uponappointment by the arbitration panel of a qualified third party to manage theoperations of the Registrar until the arbitration decision is rendered. In furtherance of sub-clause (ii) above, the arbitration panel is hereby granted all necessaryauthority to appoint a qualified third-party to manage the operations of theRegistrar upon the Registrar’s request and if the panel deems it appropriate. Inselecting the third-party manager, the arbitration panelshall take intoconsideration, but shall not be bound by, any expressed preferences of Registrar. Any order granting a request for a stay must be issued within fourteen (14) days after the filing of the arbitration. If an order granting a request for a stay is not issued within fourteen (14) days, ICANN has the right to proceed with thetermination of this Agreement pursuant to Section 5.5 or suspension of theRegistrar pursuant to Section 5.7.1. In the event Registrar initiates arbitration to contest an Independent Review Panel's decision under Subsection 4.3.3 sustaining the ICANN Board of Director's determination that a specification or policy issupported by consensus, Registrar may at the sametime request that the arbitration panel stay the requirement that it comply with the policy until the arbitrationdecision is rendered, and that requestshall have the effect of staying therequirement until the decision or until the arbitration panel has granted an ICANN request for lifting of the stay. In all litigation involving ICANN concerning thisAgreement (whether in a case where arbitration has not been elected or to enforce an arbitration award), jurisdiction and exclusive venue for such litigation shall be in a court located in Los Angeles, California, USA; however, the parties shall also have the right to enforce a judgment of such a court in any court of competentjurisdiction. For the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or in a court located in Los Angeles, California, USA, which shall not be a waiver of thisarbitration agreement.5.9 Limitations on Monetary Remedies for Violations of this Agreement. ICANN's aggregate monetary liability for violations of this Agreementshall not exceed anamount equal to the Accreditation fees paid by Registrar to ICANN under Subsection 3.9 of this Agreement during the preceding twelve-month period. Registrar'smonetary liability to ICANN for violations of this Agreementshall be limited toAccreditation fees owing to ICANN under this Agreement and, except in the case of a good faith disagreement concerning the interpretation of this agreement,reasonable payment to ICANN for the reasonable and direct costs including attorney fees, staff time, and other related expenses associated with legitimate efforts toenforce Registrar compliance with this agreement and costs incurred by ICANN torespond to or mitigate the negative consequences of such behavior for RegisteredName Holders and the Internet community. In the event of repeated willful material breaches of the agreement, Registrarshall be liable for sanctions of up to five (5)times ICANN's enforcement costs, but otherwise in no eventshall either party beliable for special, indirect, incidental, punitive, exemplary, or consequential damages for any violation of this Agreement. AMENDMENT AND WAIVER.6.1 If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein, unless suchSpecifications expressly do not permit amendment thereto) and all other registrar agreements between ICANN and the Applicable Registrars (the “ApplicableRegistrar Agreements”) is desirable (each, a “Special Amendment”), ICANN mayadopt a Special Amendment pursuant to the requirements of and process set forth in this Section 6; provided that a Special Amendment may not be a RestrictedAmendment.6.2 Prior to submitting a Special Amendment for Registrar 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 consultationshall be reasonablydetermined by ICANN based on the substance of the Special Amendment. Following such consultation, ICANN may propose the adoption of a Special Amendment bypublicly posting such amendment on its website for no less than thirty (30) calendar days (the “Posting Period”) and providing notice of such proposed amendment tothe Applicable Registrars in accordance with Section 7.6. ICANN will consider the public comments submitted on a Special Amendment during the Posting Period (including comments submitted by the Applicable Registrars).6.3 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 maybe in a form different than submitted for publiccomment, but must address the subject matter of the Special Amendment posted for public comment, as modified to reflect and/or address input from the WorkingGroup and public comments), ICANN shall provide notice of, and submit, suchSpecial Amendment for approval or disapproval by the Applicable Registrars. If,during the sixty (60) calendar day period following the date ICANN provides such notice to the Applicable Registrars, such Special Amendment receives RegistrarApproval, such Special Amendmentshall be deemed approved (an “ApprovedAmendment”) by the Applicable Registrars, and shall be effective and deemed anamendment 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 toRegistrar (the “Amendment Effective Date”). In the event that a Special Amendment does not receive Registrar Approval, the Special Amendmentshall be deemed notapproved by the Applicable Registrars (a “Rejected Amendment”). A Rejected Amendment will have no effect on the terms and conditions of this Agreement, except asset forth below.6.4 If the ICANN Board of Directors reasonably determines that a RejectedAmendment falls within the subject matter categories set forth in Section 1.2 of the Consensus Policies and Temporary Policies Specification, the ICANN Board ofDirectors 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 policydevelopment 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 Reportsupported 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, Registrarshallcomply with its obligations pursuant to Section 4 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 6.4, the ICANN Board of Directors shall not be required to initiate a PDP with respect to aRejected Amendment if, at anytime in the twelve (12) month periodpreceding the submission of such Rejected Amendment for Registrar Approval pursuant to Section 6.3, 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.6.5 If (i) a Rejected Amendment does not fall within the subject matter categories set forth in Section 1.2 of the Consensus Policies and Temporary PoliciesSpecification , (ii) the subject matter of a Rejected Amendment was, at anytime in the twelve (12) month period preceding the submission of such RejectedAmendment for Registrar Approval pursuant to Section 6.3, the subject of aconcluded or otherwise abandoned or terminated PDP that did not result in a GNSO Supermajority recommendation, or (iii) a PDP does not result in a Final Reportsupported by a GNSO Supermajority that either (a) recommends adoption of the Rejected Amendment as Consensus Policy or (b) recommends against adoption ofthe 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 followingrequirements must be satisfied:6.5.1 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);6.5.2 the Rejected Amendment must be justified by a Substantial andCompelling Reason in the Public Interest, must be likely to promote suchinterest, taking into account competing public and private interests that arelikely to be affected by the Rejected Amendment, and must be narrowly tailored and no broader than reasonably necessary to address suchSubstantial and Compelling Reason in the Public Interest;6.5.3 to the extent the Rejected Amendment prohibits or requires conduct or activities, imposes material costs on the Applicable Registrars, and/ormaterially 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;6.5.4 the ICANN Board of Directors must submit the Rejected Amendment, along with awritten 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; and6.5.5 following such public comment period, the ICANN Board of Directors must (i) 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 (ii) following such consultation, reapprove theRejected Amendment (which maybe in a form different than submitted forRegistrar Approval, but must address the subject matter of the RejectedAmendment, as modified to reflect and/or address input from the WorkingGroup 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, includingICANN’s Conflict of Interest Policy (a “Board Amendment”).Such Board Amendmentshall, subject to Section 6.6, be deemed an ApprovedAmendment, 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 Registrar (which effective dateshall bedeemed the Amendment Effective Date hereunder). Notwithstanding the foregoing,a Board Amendment may not amend the registrar fees charged by ICANN hereunder, or amend this Section 6.6.6 Notwithstanding the provisions of Section 6.5, a Board Amendmentshall 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 Registrars, submits to the ICANNBoard of Directors an alternative to the Board Amendment (an “Alternative Amendment”) that meets the following requirements:6.6.1 sets forth the precise text proposed by the Working Group to amend this Agreement in lieu of the Board Amendment;6.6.2 addresses the Substantial and Compelling Reason in the PublicInterest identified by the ICANN Board of Directors as the justification for the Board Amendment; and6.6.3 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 conductoractivities, imposes material costs on Affected Registrars, 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 6.6.1 through 6.6.3 in the immediately preceding sentenceshall not be considered anAlternative Amendment hereunder and therefore shall not supersede or delay the effectiveness of the Board Amendment. If, following the submission of theAlternative Amendment to the ICANN Board of Directors, the AlternativeAmendment receives Registrar Approval, the Alternative Amendmentshallsupersede 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 Registrar, which effective dateshall deemed the Amendment Effective Date hereunder), unless, within a period of sixty(60) calendar days following the date that the Working Group notifies the ICANNBoard of Directors of Registrar Approval of such Alternative Amendment (duringwhich time ICANN shall engage with the Working Group with respect to theAlternative 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 Registrar Approval within thirty(30) days of submission of such Alternative Amendment to the Applicable Registrars (and the Working Groupshall 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 Registrar (which effective dateshall deemed the Amendment Effective Date hereunder). If the ICANN Board ofDirectors rejects an Alternative Amendment, the boardshall publish a writtenrationale setting forth its analysis of the criteria set forth in Sections 6.6.1 through 6.6.3. The ability of the ICANN Board of Directors to reject an AlternativeAmendment hereunder does not relieve the Board of the obligation to ensure that any Board Amendment meets the criteria set forth in Section 6.5.1 through 6.5.5.6.7 In the event that Registrar believes an Approved Amendment does not meet the substantive requirements set out in this Section 6 or has been adopted incontravention of any of the procedural provisions of this Section 6,Registrar may challenge the adoption of such Special Amendment pursuant to the disputeresolution provisions set forth in Section 5.8, except that such arbitration shall beconducted by a three-person arbitration panel. Any such challenge must be broughtwithin sixty (60) calendar days following the date ICANN provided notice toRegistrar of the Approved Amendment, and ICANN may consolidate all challenges brought by registrars (including Registrar) into asingle proceeding. The Approved Amendment will be deemed not to have amended this Agreement during thependency of the dispute resolution process.6.8 Registrar may apply in writing to ICANN for an exemption from the Approved Amendment (each such request submitted by Registrar hereunder, an “Exemption Request”) during the thirty (30) calendar day period following the date ICANNprovided notice to Registrar of such Approved Amendment.6.8.1 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 Registrar. 6.8.2 An Exemption Request may only be granted upon a clear and convincing showing by Registrar that compliance with the ApprovedAmendment conflicts with applicable laws or would have a material adverse effect on the long-term financial condition or results of operations ofRegistrar. No Exemption Request will be granted if ICANN determines, in its reasonable discretion, that granting such Exemption Request would bematerially harmful to registrants or result in the denial of a direct benefit to registrants.6.8.3 Within ninety (90) calendar days of ICANN’s receipt of an Exemption Request, ICANN shall either approve (which approval maybe conditioned or consist of alternatives to or a variation of the Approved Amendment) or denythe Exemption Request in writing, during which time the Approved Amendment will not amend this Agreement.6.8.4 If the Exemption Request is approved by ICANN, the ApprovedAmendment 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 byICANN, the Approved Amendment will amend this Agreement as of the Amendment Effective Date (or, if such date has passed, such Approved Amendmentshall be deemed effective immediately on the date of such denial), provided that Registrar may, within thirty (30) calendar daysfollowing receipt of ICANN’s determination, appeal ICANN’s decision to deny the Exemption Request pursuant to the dispute resolution procedures setforth in Section 5.8.6.8.5 The Approved Amendment will be deemed not to have amended this Agreement during the pendency of the dispute resolution process. Foravoidance of doubt, only Exemption Requests submitted by Registrar that are approved by ICANN pursuant to this Article 6 or through an arbitrationdecision pursuant to Section 5.8 shall exempt Registrar from any Approved Amendment, and no Exemption Request granted to any other ApplicableRegistrar (whether by ICANN or through arbitration), shall have any effect under this Agreement or exempt Registrar from any Approved Amendment.6.9 Except asset forth in Section 4, Subsection 5.3, this Section 6, Section 7.4 and as otherwise set forth in this Agreement and the Specifications hereto, noamendment, supplement or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties, and nothing in thisSection 6 or Section 7.4 shall restrict ICANN and Registrar from entering intobilateral amendments and modifications to this Agreement negotiated solelybetween the two parties. No waiver of any provision of this Agreementshall bebinding 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 thisSection 6 or Section 7.4 shall be deemed to limit Registrar’s obligation to comply with Section 4.6.10 Notwithstanding anything in this Section 6 to the contrary, (a) if Registrar provides evidence to ICANN’s reasonable satisfaction that the ApprovedAmendment would materially increase the cost of providing Registrar Services, then ICANN will allow up to one-hundred eighty (180) calendar days for the ApprovedAmendment to become effective with respect to Registrar, and (b) no Approved Amendment adopted pursuant to Section 6 shall become effective with respect to Registrar if Registrar provides ICANN with an irrevocable notice of termination pursuant to Section 5.4. MISCELLANEOUS PROVISIONS.7.1 Specific Performance. While this Agreement is in effect, either party may seek specific performance of any provision of this Agreement in the manner provided in Section 5.8, provided the party seeking such performance is not in material breach of its obligations.7.2 Handling by ICANN of Registrar-Supplied Data. Before receiving any Personal Data from Registrar, ICANN shall specify to Registrar in writing the purposes for and conditions under which ICANN intends to use the Personal Data. ICANN may fromtime to time provide Registrar with a revised specification of such purposes andconditions, which specificationshall become effective no fewer than thirty (30) days after it is provided to Registrar. ICANN shall not use Personal Data provided byRegistrar for a purpose or under conditions inconsistent with the specification in effect when the Personal Data was provided. ICANN shall take reasonable steps to avoid uses of the Personal Data by third parties inconsistent with the specification.7.3 Assignment; Change of Ownership or Management.7.3.1 Except asset forth in this Section 7.3.1, either party may assign ortransfer this Agreement only with the prior written consent of the other party, which shall not be unreasonably withheld. If ICANN fails to expressly provide or withhold its consent to any requested assignment (an “AssignmentRequest”) of this Agreement by Registrar within thirty (30) calendar days ofICANN’s receipt of notice of such Assignment Request (or, if ICANN hasrequested additional information from Registrar in connection with its review of such request, sixty (60) calendar days of the receipt of all requested written information regarding such request) from Registrar, ICANN shall be deemedto have consented to such requested assignment. Notwithstanding theforegoing, (i) ICANN may assign this Agreement without the consent ofRegistrar upon approval of the ICANN Board of Directors in conjunction with areorganization, reconstitution or re-incorporation of ICANN upon suchassignee’s express assumption of the terms and conditions of this Agreement, (ii) Registrar may assign this Agreement without the consent of ICANN to awholly-owned subsidiary of Registrar upon such subsidiary’s expressassumption of the terms and conditions of this Agreement, and (iii) ICANNshall be deemed to have consented to an Assignment Request in which theassignee associated with such Assignment Request is a party to a RegistrarAccreditation Agreement with ICANN on the terms set forth in this Agreement (provided that such assignee is then in compliance with the terms andconditions of such Registrar Accreditation Agreement in all materialrespects), unless ICANN provides to Registrar a written objection to such Assignment Request within ten (10) calendar days of ICANN’s receipt of notice of such Assignment Request pursuant to this Section 7.3.1.7.3.2 To the extent that an entity acquires a Controlling interest inRegistrar’s stock, assets or business, Registrarshall provide ICANN noticewithin seven (7) days of such an acquisition. Such notificationshall include a statement that affirms that Registrar meets the Specification or Policy onAccreditation criteria then in effect, and is in compliance with its obligations under this Agreement. Within thirty (30) days of such notification, ICANN may request additional information from the Registrar establishing compliancewith this Agreement, in which case Registrar must supply the requested information within fifteen (15) days. Any disputes concerning Registrar's continued Accreditation shall be resolved pursuant to Section 5.8.7.4 Negotiation Process.7.4.1 If either the Chief Executive Officer of ICANN (“CEO”) or theChairperson of the Registrar Stakeholder Group (“Chair”) desires to discussany revision(s) to this Agreement, the CEO or Chair, as applicable, shallprovide 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 7.4 on orbefore June 30, 2014, or (iii) propose revisions or submit a Negotiation Notice more than once during any twelve month period beginning on July 1, 2014.7.4.2 Following receipt of the Negotiation Notice by either the CEO or the Chair, ICANN and the Working Groupshall consult in good faith negotiations regarding the form and substance of the proposed revisions to thisAgreement, which shall be in the form of a proposed amendment to thisAgreement (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”). 7.4.3 If, following the conclusion of the Discussion Period, an agreement is reached on the Proposed Revisions, ICANN shall post the mutually agreedProposed 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 Registrars in accordance with Section 7.6. ICANN and theWorking Group will consider the public comments submitted on the Proposed Revisions during the Posting Period (including comments submitted by theApplicable Registrars). Following the conclusion of the Posting Period, the Proposed Revisions shall be submitted for Registrar Approval and approval by the ICANN Board of Directors. If such approvals are obtained, theProposed Revisions shall be deemed an Approved Amendment by theApplicable Registrars and ICANN, and shall be effective and deemed anamendment to this Agreement upon sixty (60) calendar days notice from ICANN to Registrar.7.4.4 If, following the conclusion of the Discussion Period, an agreement is not reached between ICANN and the Working Group on the ProposedRevisions, 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 andconditions set forth below. In the event that a Mediation Notice is provided,ICANN and the Working Groupshall, within fifteen (15) calendar days thereof,simultaneously post the text of their desired version of the ProposedRevisions and a position paper with respect thereto on ICANN’swebsite.7.4.4.1 The mediation shall be conducted by a single mediatorselected by the parties. If the parties cannot agree on a mediatorwithin fifteen (15) calendar days following receipt by the CEO orChair, 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’sselection,designate a mediator, who is a licensed attorney with generalknowledge of contract law 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 anApplicable Registrar. If such confirmation is not provided by theappointed mediator, then a replacement mediatorshall be appointed pursuant to this Section 7.4.4.1.7.4.4.2 The mediatorshall conduct the mediation in accordancewith 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.7.4.4.3 Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator.7.4.4.4 If an agreement is reached during the mediation, ICANNshall post the mutually agreed Proposed Revisions on its website for the Posting Period and provide notice to all Applicable Registrars in accordance with Section 7.6. ICANN and the Working Group willconsider the public comments submitted on the agreed ProposedRevisions during the Posting Period (including comments submitted by the Applicable Registrars). Following the conclusion of the Posting Period, the Proposed Revisions shall be submitted for RegistrarApproval and approval by the ICANN Board of Directors. If suchapprovals are obtained, the Proposed Revisions shall be deemed an Approved Amendment by the Applicable Registrars and ICANN, and shall be effective and deemed an amendment to this Agreement upon sixty (60) days notice from ICANN to Registrar.7.4.4.5 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 mediationshall automatically terminate (unless extended by agreement of the parties). The mediatorshall 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 7.4.5.2 below.7.4.5 If, following mediation, ICANN and the Working Group have notreached 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 5.8, subject to the requirements and limitations of this Section 7.4.5.7.4.5.1 If an Arbitration Notice is sent, the mediator’sdefinition of issues, along with the Proposed Revisions (be those from ICANN,Registrars or both) shall be posted for public comment on ICANN’swebsite for a period of no less than thirty (30) calendar days. ICANNand the Working Group will consider the public comments submitted on the Proposed Revisions during the Posting Period (includingcomments submitted by the Applicable Registrars),and informationregarding such comments and considerationshall be provided to the a three (3) person arbitrator panel. Each party may modify is Proposed Revisions before and after the Posting Period. The arbitration proceeding may not commence prior to the closing of such publiccomment period, and ICANN may consolidate all challenges brought by registrars (including Registrar) into asingle proceeding. Except as set forth in this Section 7.4.5.1, the arbitration shall be conductedpursuant to Section 5.8.7.4.5.2 No dispute regarding the Proposed Revisions maybesubmitted for arbitration to the extent the subject matter of theProposed Revisions (i) relates to Consensus Policy, (ii) falls within the subject matter categories set forth in Section 1.2 of the ConsensusPolicies and Temporary Policies Specification , or (iii) seeks to amend any of the following provisions or Specifications of this Agreement:Sections 2, 4 and 6; subsections 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 3.9, 3.14, 3.19, 3.21, 5.1, 5.2 or 5.3; and the Consensus Policies and Temporary Policies Specification, Data Retention Specification, WHOIS Accuracy Program Specification, Registration Data Directory Service (WHOIS) Specification or the Additional Registrar Operation Specification.7.4.5.3 The mediator will brief the arbitrator panel regardingICANN and the Working Group’s respective proposals relating to the Proposed Revisions.7.4.5.4 No amendment to this Agreement relating to the Proposed Revisions maybe submitted for arbitration by either the WorkingGroup or ICANN,unless, in the case of the Working Group, theproposed amendment has received Registrar Approval and, in the case of ICANN, the proposed amendment has been approved by the ICANN Board of Directors.7.4.5.5 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 proposedamendment 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 theApplicable Registrars and ICANN (as applicable), and the publicbenefit sought to be achieved by the Proposed Revisions asset forth in such amendment. If the arbitrator panel concludes that eitherICANN 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 Registrar and deemed an Approved Amendment hereunder. 7.4.6 With respect to an Approved Amendment relating to an amendment proposed by ICANN, Registrar may apply in writing to ICANN for anexemption from such amendment pursuant to the provisions of Section 6.8.7.4.7 Notwithstanding anything in this Section 7.4 to the contrary, (a) ifRegistrar provides evidence to ICANN’s reasonable satisfaction that theApproved Amendment would materially increase the cost of providingRegistrar Services, then ICANN will allow up to one-hundred eighty (180)calendar days for the Approved Amendment to become effective with respect to Registrar, and (b) no Approved Amendment adopted pursuant to Section7.4 shall become effective with respect to Registrar if Registrar provides ICANN with an irrevocable notice of termination pursuant to Section 5.4.7.5 No Third-Party Beneficiaries. This Agreementshall not be construed to create any obligation by either ICANN or Registrar to any non-party to this Agreement,including any Registered Name Holder.7.6 Notices and Designations. Except as provided in Section 4.4 and Section 6, all notices to be given under this Agreementshall be given in writing at the address of the appropriate party asset forth below, unless that party has given a notice ofchange of address in writing. Each party shall