Trademark Clearinghouse

Terms of Service Agreement for Registries and Registrars

These Trademark Clearinghouse Terms of Service Agreement for
Registries and Registrars (this "Agreement") is entered into by
and between the Internet Corporation for Assigned Names and
Numbers, a California public- benefit non-profit corporation 
("ICANN"), and you.

This Agreement sets forth the general terms and conditions of your
use of the "Trademark Clearinghouse" and the services accessed
through the Trademark Clearinghouse (individually and collectively,
the "Services"). Your electronic acceptance of this Agreement
signifies that you have read, understand, acknowledge and agree to
be bound by this Agreement, and acknowledge that ICANN has selected
International Business Machines of Belgium BVBA, a company under
laws of Belgium ("IBM"), as its subcontractor to provide the Services
to Registries and Registrars.  The terms "we", "us" or "our" shall
refer to ICANN. The terms "you", "your", or "User" shall refer to any
individual or entity who accepts this Agreement, has access to your
account or uses your Account (as defined below).  If you are entering
into this Agreement on behalf of a corporate entity, you represent
and warrant that you have the legal authority to bind such corporate
entity to the terms and conditions contained in this Agreement, in
which case the terms "you", "your", or "User" shall refer
to such corporate entity.

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5 Services.

5.1 Related Documents.

5.1.1 As a User, you must comply with all requirements attributable
to you as either a registry or registrar in the Trademark
Clearinghouse's functional specification, a copy of which is
available at https://tools.ietf.org/html/draft-lozano-tmch-func-spec
(the "Functional Specifications").  Until the Functional
Specifications become a Request for Comment ("RFC"), Registry
Operator must implement the most recent draft version of the
Functional Specifications available at the time of signing this
Agreement, the most recent version of which is available at
https://tools.ietf.org/html/draft-lozano-tmch-func-spec. After
the date the Functional Specifications become a RFC: (i) If you
have not already signed this Agreement, you will comply with the
RFC version of the Functional Specifications; or (ii) If you have
already signed this Agreement, you will have one hundred eighty (180)
calendar days from the date you are notified by ICANN of the RFC to
comply with the RFC version of the Functional Specifications.

5.1.2 If you are a registry, you must comply with the Trademark
Clearinghouse Rights Protection Mechanism Requirements, a copy of
which is available at
http://newgtlds.icann.org/en/about/trademark-clearinghouse/rpm-requirements
(the "TMCH Requirements").

5.2 Access.

5.2.1 Subject to the terms of this Agreement, we will provide you
access to and use of the Trademark Clearinghouse and the Services.

5.2.2 You will receive your login credentials for the Trademark
Clearinghouse upon your acceptance of this Agreement.

5.3 Application Programming Interface.
An application programming interface ("API") may be available to
you to access and use the Services. We may change or delete the API
at any time. You understand that once an API is changed or deleted
it will no longer work as previously operated and you are responsible
for updating your use of the API.

5.4 Content.

The Trademark Clearinghouse contains content regarding domain name 
registrations provided by registries and registrars in accordance
with the Functional Specification and the TMCH Requirements
("Registration Content"). The Trademark Clearinghouse also contains
content regarding trademarks submitted by trademark holders and
their agents for the purpose of receiving the benefits of Sunrise
Periods and Claims Periods (as such terms are defined in the TMCH
Requirements) (such content, the "Trademark Content", and collectively
with the Registration Content as well as your and other user's account
information, the "Clearinghouse Content").

5.5 License to the Registration Content. By submitting Registration
Content, you grant us and our subcontractors a fully paid,
nonexclusive, royalty-free, perpetual, irrevocable, and fully
sublicensable license and approval to host, cache, copy, and
display Registration Content for the purpose of and in conjunction
with effectuating the purposes of the Trademark Clearinghouse. By
submitting Registration Content, you also represent and warrant that:
(i) the Registration Content is accurate;
(ii) you own or have permission to use and submit the information
or content that you submit; and (iii) to your knowledge, the use of
the Registration Content will not violate the rights of any third
party.
You represent that you have and will keep in effect during your use
of the Services, all licenses and approvals necessary to grant us
and our subcontractors these rights and that they will be provided
at no charge to us upon request. You represent that by adding,
creating, installing, uploading, or transferring Registration
Content for use in conjunction with the Services, you are not
violating any applicable license agreements or applicable laws.
You understand and agree that we may retain (but not distribute,
display, or perform) server copies of your Registration Content.

5.6 License for the Services. We grant you a limited, personal,
non-commercial, non-exclusive, non- sublicensable, non-assignable
license to access and use the Services. 
You will not access or use the Services or Clearinghouse Content
for purposes other than those stated in this Agreement, the
Functional Specifications or the TMCH Requirements.

5.7 No Other Licenses. Each party grants only the licenses and
rights specified in this Agreement. No other licenses or rights
(including intellectual property licenses or rights) are granted
either directly, by implication, by estoppel or otherwise.

6 Access to the Trademark Clearinghouse.

6.1 Account. In order to access the Trademark Clearinghouse or use
the Services, you must create an account (your "Account"). You
represent and warrant to us that all information you submit when
you create your Account is accurate, current and complete, and that
you will keep your Account information accurate, current and complete.
If we have reason to believe that your Account information is untrue,
inaccurate, out-of-date or incomplete, we reserve the right, in our
sole discretion, to suspend or terminate your Account. You are solely
responsible for the activity that occurs on your Account, whether
authorized by you or not, and you must keep your Account information
secure. You must notify us immediately of any breach of security or
unauthorized use of your Account. We will not be liable for any loss
you incur due to any unauthorized use of your Account.

6.2 International Transfers. If you are visiting the Trademark
Clearinghouse from a country other than the country in which our
servers are located, your communications with us may result in the
transfer of information (including your Account information) across
international boundaries. By visiting the Trademark Clearinghouse and
communicating electronically with us, you consent to such transfers.

6.3 Availability and Outages. Subject to the terms and conditions of
this Agreement and our other policies and procedures, we shall use
commercially reasonable efforts to attempt to provide the Trademark
Clearinghouse and the Services on a twenty-four (24) hours a day,
seven (7) days a week basis throughout the term of this Agreement.
You acknowledge and agree that from time to time the Trademark
Clearinghouse may be inaccessible or inoperable for any reason
including, but not limited to,:
(i) equipment malfunctions;
(ii) periodic maintenance, repairs or replacements that we undertake
from time to time; or
(iii) causes beyond our reasonable control or that are not reasonably
foreseeable including, but not limited to interruption or failure of
telecommunication or digital transmission links, hostile network
attacks, network congestion or other failures. You acknowledge and
agree that we have no control over the availability of the Trademark
Clearinghouse or the Service on a continuous or uninterrupted basis,
and that we or our subcontractors, including IBM, assume no liability
to you or any other party with regard thereto.

7 Covenants of User.

7.1 Prohibited Uses. You agree that you will not use the Trademark
Clearinghouse or the Services in a manner (as determined by us in our
sole discretion) that:

7.1.1 Is illegal, or promotes or encourages illegal activity;

7.1.2 Infringes on the intellectual property rights of any other
person or entity;

7.1.3 Interferes with the operation of the Trademark Clearinghouse
or the Services;

7.1.4 Modifies or alters any part of the Clearinghouse Content
or the Services;

7.1.5 Results in the distribution of Clearinghouse Content in a
manner not authorized or contemplated by the Functional
Specifications or TMCH Requirements; or

7.1.6 Contains or installs any viruses, worms, bugs, Trojan horses
or other code, files or programs designed to, or capable of,
disrupting, damaging or limiting the functionality of the Trademark
Clearinghouse, the Clearinghouse Content or the Services or affecting
any other person or entity.

7.2 No Collecting or Harvesting. You agree that you will not collect
or harvest (or permit anyone else to collect or harvest) any
Clearinghouse Content or any non-public or personally identifiable
information contained in the Trademark Clearinghouse about another any
other person or entity, except to the extent required to perform your 
obligations under the Functional Specifications and TMCH Requirements.

7.3 No Copying or Distributing. You agree that you
(i) will not copy or distribute in any medium any part of the
Clearinghouse Content or the Services and
(ii) agree to not use, copy, modify, make derivative works based upon,
link to, or distribute any portion of the Clearinghouse Content or
the Services, except to the extent required to perform your obligations
under the Functional Specifications and TMCH Requirements. Further,
you will not reverse assemble, reverse compile, or otherwise translate
any portion of the Clearinghouse Content or the Services except as
specifically permitted by law without the possibility of contractual
waiver.

7.4 No Reproducing. You agree that you will not reproduce, republish,
or publically display, perform or distribute, or otherwise use the
Clearinghouse Content for any purpose, except to the extent required
to perform your obligations under the Functional Specifications and
TMCH Requirements, or prepare any modification or prepare derivative
works based on the contents of the Clearinghouse Content or the Services.

7.5 No Misrepresentation. You agree that you will not misrepresent
the source of any Registration Content. You will not use a false
email address, impersonate any person or entity, or otherwise mislead
us as to the origin of any information provided by you to us.

7.6 Security Compliance. You agree that you will not circumvent,
disable or otherwise interfere with the security-related features
of the Trademark Clearinghouse or the Services (including, without
limitation, those features that prevent or restrict use or copying
of any Clearinghouse Content) or circumvent limitations on the use
of the Trademark Clearinghouse, Clearinghouse Content or the Services.

8 Term and Termination.

8.1 Term. The term of this Agreement is effective upon the date of
your electronic acceptance and continues until terminated.

8.2 Termination.

8.2.1 If you are a registry, you may terminate this Agreement at
any time upon seven (7) calendar days' notice to ICANN; provided,
however, you may not terminate this Agreement prior to the
conclusion of your Claims Period, as required by the TMCH Requirements.

8.2.2 If you are a registrar, you may terminate this Agreement at
any time upon seven (7) calendar days' notice to ICANN.

8.3 Suspension. We expressly reserve the right to deny, cancel,
terminate, suspend, lock, or modify access to (or control of)
any Account or Services for any reason (as determined by us in
our sole discretion), including but not limited to the following: 
(i) to correct mistakes made by us in offering or delivering
any Services;
(ii) to protect the integrity and stability of the Trademark
Clearinghouse;
(iii) to assist with our fraud and abuse detection and
prevention efforts;
(iv) to comply with court orders against you or applicable local,
state, national and international laws, rules and regulations;
(v) to comply with requests of law enforcement, including
subpoena requests;
(vi) to comply with any dispute resolution process;
(vii) to defend any legal action or threatened legal action without
consideration for whether such legal action or threatened legal
action is eventually determined to be with or without merit; or
(viii) to avoid any civil or criminal liability on the part of
ICANN, our respective officers, directors, employees and agents,
as well as our respective affiliates and subcontractors.

9 Disclaimer.

9.1 WE WARRANT THAT WE WILL PROVIDE THE TRADEMARK CLEARINGHOUSE
AND THE SERVICES WITH REASONABLE CARE AND SKILL.

9.2 WE DO NOT WARRANT UNINTERRUPTED, SECURE OR ERROR-FREE
OPERATION OF THE TRADEMARK CLEARINGHOUSE OR THE SERVICES, OR
THAT WE WILL BE ABLE TO PREVENT THIRD PARTY DISRUPTIONS OF
THE SERVICES OR THAT WE WILL CORRECT ALL DEFECTS. SUBJECT TO
ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, WE MAKE
NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING
THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
ANY WARRANTY OF NON-INFRINGEMENT.

9.3 YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR
WRITTEN INFORMATION OR ADVICE PROVIDED BY US, OUR OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS OR AGENTS (INCLUDING
OUR CUSTOMER SUPPORT REPRESENTATIVES) WILL CREATE A WARRANTY
OF ANY KIND WITH RESPECT TO THE TRADEMARK CLEARINGHOUSE OR
THE SERVICES, AND YOU SHOULD NOT RELY ON ANY SUCH INFORMATION
OR ADVICE.

9.4 THE FOREGOING DISCLAIMERS CONTAINED IN THIS SECTION 5
SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

10 Limitation of Liability.

10.1 In no event shall we, our officers, directors, employees,
subcontractors or agents be liable to you or any other person
or entity for any indirect, incidental, special, punitive or
consequential damages, including but not limited to loss of
business opportunity, business interruption, loss of profits or
costs of procurement of substitute goods or services, including
any damages that may result from
(i) the accuracy, completeness or content of the Trademark
Clearinghouse;
(ii) the Services;
(iii) third-party conduct of any nature whatsoever;
(iv) any unauthorized access to or use of the Trademark
Clearinghouse or the Clearinghouse Content;
(v) any interruption or cessation of services to or from the
Trademark Clearinghouse;
(vi) any viruses, worms, bugs, Trojan horses or similar code,
files or programs which may be transmitted to or from the
Trademark Clearinghouse; or
(vii) any loss or damage of any kind incurred as a result of
your use of the Trademark Clearinghouse or the Services,
whether based on warranty, contract, tort or any other legal or
equitable theory, and whether or not we are advised of the
possibility of such damages. In no event shall you, your
officers, directors, employees or agents be liable to us or any
other person or entity for any indirect, incidental, special,
punitive or consequential damages.

10.2 You specifically acknowledge and agree that any cause of
action arising out of or related to the Trademark Clearinghouse
or the Services must be commenced within one (1) year after the
cause of action accrues, otherwise such cause of action shall be
permanently barred.

10.3 You specifically acknowledge and agree that in no event
shall our total aggregate liability to you exceed the total
amount paid by you for access to the Trademark Clearinghouse
and for the Services.

10.4 The foregoing limitation of liability contained in this
Section 6 shall apply to the fullest extent permitted by law,
and shall survive any termination or expiration of this Agreement.

11 Indemnification. You agree to protect, defend, indemnify and
hold harmless ICANN and our respective officers, directors,
employees, subcontractors and agents, from and against any and
all claims, demands, costs, expenses, losses, liabilities and
damages of every kind and nature (including, without limitation,
reasonable attorneys' fees) imposed upon or incurred by ICANN or
our subcontractors, directly or indirectly, arising from
(i) your use of and access to the Trademark Clearinghouse
or the Services; 
(ii) your violation of any provision of this Agreement or the
policies or agreements which are incorporated herein; and/or
(iii) your violation of any third-party right, including without
limitation any intellectual property or other proprietary right. 
The indemnification obligations under this section shall survive
any termination or expiration of this Agreement or your use of
the Trademark Clearinghouse or the Services.

12 General

12.1 Assignment. You may not assign this Agreement, in whole or
in part, without the prior written consent of ICANN. Any attempt
to assign without such consent is void. We may assign ou
 respective rights without obtaining your consent. This Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns.

12.2 No Third Party Beneficiaries. Except as expressly set forth
in this Agreement, nothing in this Agreement shall be deemed to
confer any third-party rights or benefits.

12.3 Compliance with Applicable Law. We will comply with laws
applicable to us generally with respect to the Trademark
Clearinghouse and the Services. Your use of the Trademark
Clearinghouse and the Services, including any Registration
Content you submit, will comply with this Agreement and all
applicable local, state, national and international laws,
rules and regulations. Each party will comply with applicable
export and import laws and regulations.

12.4 Interpretation. The titles and headings of this Agreement
are for convenience and ease of reference only and shall not be
utilized in any way to construe or interpret the agreement of
the parties as otherwise set forth herein. Each covenant and
agreement in this Agreement shall be construed for all purposes
to be a separate and independent covenant or agreement. If a
court of competent jurisdiction holds any provision (or portion
of a provision) of this Agreement to be illegal, invalid, or
otherwise unenforceable, the remaining provisions (or portions
of provisions) of this Agreement shall not be affected thereby
and shall be found to be valid and enforceable to the fullest
extent permitted by law.

12.5 Electronic Notice. To the extent permissible under
applicable law, the parties consent to the use of electronic
means to send and receive communications in connection with
this Agreement, and such communications are acceptable as a
signed writing.

12.6 Changes. This Agreement may be revised to reflect material
changes following a thirty (30) calendar day public comment
period. This Agreement may be revised to reflect administrative
changes by ICANN without stakeholder discussion or Board
resolution.  Your use of the Trademark Clearinghouse or the
Services after such changes or modifications have been made
shall constitute your acceptance of this Agreement as last
revised.  If you do not agree to be bound by this Agreement as
last revised, do not use (or continue to use) the Trademark
Clearinghouse or the Services.

12.7 Survival. Any terms of this Agreement that by their nature
extend beyond the termination of Services remain in effect until
fulfilled, and apply to both parties' respective successors and
assignees.