Domain name Registration Agreement
Registering the Domain Name, you agree to be bound by all of terms and conditions of this Registration Agreement, the appropriate dispute policies referred to in this Agreement and any rules or policies that are or may be published by Topsystem LLC and the Internet Corporation for Assigned Names and Numbers (hereinafter – “ICANN”).
Following are the terms used in this Registration agreement including its preamble and all attachments hereto:
“Agreement” means this Domain name Registration Agreement as it can be modified and amended from time to time which governs the relationship between the Registrar and the Client except to Resellers as those defined here below and for whom the special terms and conditions shall apply.
“You” or “Client” means the individual or legal entity registering the Domain Name or Domain Names;
“Registrar” means Topsystem LLC;
“Domain Name” means the domain name (-s) you applied for.
“Effective date” means the date of domain name registration or (if differs) the date upon which the Client has been provided by the Registrar with the password to let him manage and administer his Domain name (-s);
“Reseller” means professional player on the domain names market, being a commercial entity or natural person (entrepreneur), which carries out as a substantial part of his commercial activity the registration of the domain names including generic or descriptive terms and/or word or terms which at the best knowledge on the moment of their registration do not conflict with any exclusive or competing rights of the third parties which prima facie legitimizes the commercial use of such domain named in order to extract the profit thereof by any ways consistent with the applicable laws and ICANN rules and regulations. Any Client who falls within the criteria of Reseller’s status, specified herein is entitled to enter into or may be considered as having concluded the Domain name Registration Agreement for Resellers;
1. Scope of performance.
Registrar grants services with regards of the registration of the Domain Name, i.e. inclusion of the Domain Name in the appropriate domain name Registry.
After the registration process is completed Client becomes owner of all the rights on the Domain Name and bears responsibility before Registrar for fulfillment of all the terms of this Agreement as well as before the third parties with regards of the registration of the Domain Name. If Client acts through its agent Client is however the party of this Agreement.
Registrar is not bound to accept this Agreement. Domain Name must meet syntax rules established by ICANN, Registry and effective standards.
2. Required Domain Name registration information
2.1. In accordance with ICANN Policies, Client is required to submit and keep current the following information:
Client's name and postal address;
Domain Name being requested;
administrative contact information, including the name, postal address, e-mail address, voice telephone number, and where available, fax number of the administrative contact, technical contact, zone contact for the Domain Name;
billing contact information, including the name, postal address, e-mail address, voice telephone number, and where available, fax number of the billing contact for the Domain Name.
IP addresses of the primary nameserver and any secondary nameservers for the Domain Name;
corresponding names of those nameservers;
information regarding all other activity regarding Domain Name registration and related services.
2.3. As a condition to continued registration Client must keep the registration information current, complete and accurate. Client may access Client’s registration information to review, modify or update such registration information, by accessing Registrar's domain manager service, or similar service, made available at Registrar’s Web site. In accordance with ICANN policies, Client acknowledges and agrees that if it willfully provides inaccurate information or fails to update it promptly will constitute a material breach of this Agreement and may result in the cancellation of the Domain Name registration.
2.4. Upon renewal of the Domain Name registration, the type of information Client is required to provide may have changed. If Client does not wish to provide the new required information, the Domain Name registration may not be renewed.
3.1. As consideration for the Domain Name registration services, provided by Registrar, Client agrees to pay Registrar all registration and other applicable fees. Except as provided herein, all fees are non-refundable, in whole or in part, even if Client's Domain Name registration is suspended, canceled or transferred prior to the end of Client's then current registration term.
3.2. Registrar reserves the right to modify fees, surcharges, and renewal fees or to institute new fees at any time, for any reason, at its sole discretion. The renewed fees are not applicable to the services already rendered at the moment of change.
3.3. In case of non-payment or incorrect payment of Registrar’s services including but not limited to incomplete payment, payment without necessary requisites or by mean that is not agreed by Registrar services will not be rendered by Registrar.
3.4. In case of non-payment of Domain Name renewal fee Registrar, subject to Domain Name Deletion and Auto-renew Policy, set forth herein has right to suspend or cancel the Domain Name registration
3.5. For Clients which have concluded this Agreement by the accession thereto through auction services and affiliate programs ("Non-retail customers") the term of Domain Name registration chargeable by the registration fees shall be 3 (Three) years from the date when such Domain Name registration was effected by the Registrar subject also to the terms and conditions of the contract between the Client and the relevant auction service and/or affiliate program provider to be consistent with the provisions of the legal undertaking between the Registrar and such an auction service and/or affiliate program provider, provided that:
- such Non-retail customers (Clients) shall pay registration fees in the amount of USD 25 per annum by the single bullet payment at the end of the registration period, referred to here above in this Cl. 3.6. according to the payment procedure;
- the Registrar is entitled to place such Domain Name registrations in “Unpaid” status until the payment of the registration fee is effected without any prejudice to the rights and interests of the Client;
- if a Non-retail customer (Client) decides to pay the registration fee before elapsing the three years grace period, envisaged here above, the Registrar shall accept such a Client’s payment and subsequently has to change the Domain Name registration WHOIS information from “Unpaid” to “Paid” status;
- Post-expiration renewal fee is USD 25 per annum.
4. Term and termination.
4.1. The term of this Agreement is from the Effective Date to the day that this Agreement ends through any of the following means:
(a) Client’s Domain Name registration is canceled;
(b) Client’s Domain Name is actually transferred to a third party; or
(c) Client’s Domain Name expires or is terminated (collectively, "Termination").
4.2. Client acknowledges and agrees that the Domain Name registration is subject to suspension, cancellation or transfer (cancellation or transfer collectively referred to as, "Cancellation") (a) to correct mistakes by Registrar, another registrar, or a Registry Administrator in administering the name or (b) for the resolution of disputes concerning the Domain Name pursuant to an ICANN policy or procedure. Client also agrees that Registrar shall have the right in its sole discretion to suspend, cancel, transfer or otherwise modify the Domain Name registration upon up to seven (7) calendar days prior notice and after such time as Registrar receives a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the suspension, cancellation, transfer or modification of the Domain Name registration.
4.3. Registrar reserves the right to suspend, cancel, transfer or modify the Domain Name registration if: (a) Client materially breaches this Agreement (including the Dispute Policy) and do not cure such breach within ten (10) days of notice by Registrar; (b) Client uses the Domain Name in connection with unlawful activity; or (c) Client violates this Agreement.
5. Indemnity and liabilities of the Parties
5.1. Client will indemnify, hold harmless, and defend Registrar and its subsidiary and parent entities, predecessors, successors, affiliates, and assigns, and all of their respective current and former officers, directors, members, shareholders, agents, and employees from any and all claims, actions, causes of action, suits, proceedings, claims, or demands of any third party, which arises out of: (a) Client’s breach of this Agreement or any of Registrar's policies applicable to this Domain Name registration or related services, (b) the operation of Client’s Domain Name in any manner inconsistent with this Agreement or any of Registrar's policies applicable to this Domain Name registration or related services, (c) any negligent act or omission by Client, or (d) any third party claim, action, or demand related to the registration or use of the Domain Name registered in Client’s name.
5.2. Client agrees to indemnify, defend, and hold harmless ICANN, Registry Operator(s) and their respective subcontractors, shareholders, directors, officers, employees, affiliates and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees and costs and any other expenses arising out of or related to the Domain Name registration and any disputes regarding same. This indemnification obligation shall survive the termination or expiration of the registration agreement.
5.3. Client agrees that Registrar will not be liable for any of the following: (a) suspension or loss of the Domain Name registration in Client’s name; (b) use of the Domain Name registration by Client or others, whether or not authorized by Client to have such use; (c) interruption of business; (d) access delays, denial of service attacks or access interruptions to this site or the web site(s) access by the Domain Name registered in Client’s name; (e) data non-delivery, mis-delivery, corruption, destruction or other modification; (f) events beyond Client’s reasonable control; (g) the processing of the application; (h) application of the dispute policy; (i) loss or liability resulting from acts of God; (j) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; or (k)
Registrar also will not be liable for any indirect, special, incidental, or consequent damages of any kind (including lost profits) regardless of the form of action whether in contract or otherwise, even if Registrar has been advised of the possibility of such damages. In no event shall Registrar’s maximum aggregate liability exceed the total amount paid by Client for registration of the Domain Name that is at issue.
Should this Agreement or a dispute policy be amended in such a manner that Client does not accept or agree to, Client’s sole remedy will be to cancel Domain Name registration or to request for Domain Name transfer.
5.4. Client agrees and understands that Registrar does not control all aspects of the Domain Name registration process. Registrar disclaims, and Client agrees that Registrar is not liable for any inaccuracies regarding the registration information relating to (i) the input of the information by Client; and (ii) the input of the information by the Registry Administrators. Registrar will not be held liable, nor refund the Domain Name registration due to spelling errors/typos.
6. Warranty disclaimer.
Except for the representation that Registrar is an ICANN-approved domain name registrar, Registrar makes no representations or warranties of any kind whatsoever, expressed or implied, in connection with this Agreement or its Domain Name registration services.
7. Deletion, Post Expiration Domain Name Recovery and Auto-renew Policy
7.1. Domain names are registered for fixed periods that are subject to renewal. If a customer has selected Registrar's "auto-renew" option for a domain name registration and has remitted funds (in the form of advance payment as consideration for the services of the Registrar) enough to pay the renewal fee, Registrar will attempt to automatically renew the domain name registration approximately 10 days prior to the expiration date of the domain name. In this case the advance amount, paid by the customer would be set off by the Registrar, partially or in whole as required by the context, to collect the renewal fee within the procedure of "auto-renew". If a customer does not select "auto-renew" option for a domain name registration, the Registrar will notify Registered Name Holder of impending expiration no less than two times. One such notice will be sent one month or 30 days prior to expiration (±4 days) and one will be sent one week prior to expiration (±3 days). The Registrar reserves the right to send more than two alert notifications, provided that the timing of two of them as specified here above will stay unaffected. Notifications of impending expiration are sent to the administrative contact email.
7.2. Unless the Registered Name is renewed or deleted by the Registrar, at least one notification to the Client, which includes renewal instructions, will be sent within five days after the expiration of the registration. If a customer does not renew the domain name registration by the expiration date, the domain name registration is subject to deletion at any time after that.
7.3. Registrar provides a grace period that extends 35 days past the expiration date, to allow for the renewal of domain name registration services unless if advised by the Registrant that domain name is no more needed or if Registrant specifically selects the feature to let the domain expire with no reminders upon expiration date. During this grace period a customer can renew a domain name registration; however, a grace period is not guaranteed and can be changed or eliminated at any time without notice. Consequently, every customer who desires to renew his/her domain name registration services should do so in advance of the expiration date to avoid any unintended domain name deletion.
7.3.1. Notwithstanding anything stated here above, the Client is entitled to renew the Domain Name registration during either 8 days after the expiration of the Domain Name registration (“post-expiration period”) or (if the Domain Name was deleted for 8 days after the expiration date of the Domain Name registration) – during 8 consecutive days after such a deletion. As a condition precedent to the Client’s execution of this right the post-expiration fee should be paid as set forth in par. Fees of this Agreement.
7.4. If an expired domain name registration is not renewed during any grace period if provided by Registrar, the domain name registration may be terminally deleted after the expiration of the Redemption Grace Period (RGP) within which the Registrar is entitled by the Registry Operator with the ability to "restore" a deleted Domain Name registration for a Client. During the RGP the Client if failed to have renewed the Domain Name registration services in advance of the domain name registration expiration date(s) can redeem his Domain Name registration within 30 days from the date of deletion. A transfer of a domain name during the RGP should not be allowed. Within the course of rendering the redemption service to a Client, a fee of US $160 is charged to restore and renew a domain name registration during the RGP. If the domain name registration is not redeemed by the expiration of the RGP, it is then placed on "Pending Delete" status for five additional days, after which time it is terminally deleted and the domain name character string is once again available for registration.
7.5. The Registrar shall keep the Client posted of all the rights and responsibilities which the Client is bound to exercise or to comply with within the RGP as provided by the ICANN Consensus Policies and by this Agreement through sending the reminders to the administrative contact of the Client as reflected in WHOis record by email (and in addition in the sole discretion of the Registrar may be sent also to a secondary email point of contact that is not associated with the Domain Name itself if such an email point is created by the Client as hereby advised by the Registrar). In the event that a domain name registration is the subject of a Uniform Domain Name Dispute Resolution Policy (UDRP) proceeding and expires or is deleted during the course of the dispute, the party that filed the UDRP proceeding has the option to renew or restore the domain name registration under the same commercial terms as the original customer. If the case ultimately is terminated or the arbitrator finds against the filing party, the name will be deleted within 35 days.
7.6. Under no conditions the Client can be prevented from renewing a Domain Name registration as a result of WHOIS changes made by the Registrar that were not at the Client's request.
8. Dispute resolution policy.
Client agrees to be bound by the appropriate domain dispute resolution policy ("Dispute Policy") applicable to the Domain Name that Client has selected. The Dispute Policies are hereby incorporated and made a part of this Agreement by reference. Certain disputes, as specified in the applicable Dispute Policy, are subject to that Policy. The Dispute Policy may be modified at any time by the applicable Registry Administrator(s) and Client’s continued use of the Domain Name registered after any such Dispute Policy modification shall constitute Client’s acceptance of the modified Dispute Policy and this Agreement.
9. Amicable Resolution
9.1. If at any time any dispute would arise out of this Agreement including its conclusion, validity and/or implementation between the Parties (“Contractual dispute”), then either Party shall serve a written notice on the other Party, setting out the grounds for such contractual dispute.
9.2. The Parties record their intention to resolve any contractual dispute amicably but if they are unable to do so within 15 Business Days, either Party may refer the dispute to the relevant authority or to arbitration in accordance with the provisions of ICANN regulations and/or applicable law.
9.3. Failure by either Party to abide by the procedure of amicable settlement stated herein shall constitute a material breach of this Agreement.
10. Additional terms.
10.1. ICANN requires that this Agreement must be modified immediately to reflect any and all changes required by ICANN. Thus, this Agreement may be modified at any time to reflect changes in ICANN'S policies. Further, except as otherwise provided in this Agreement, Client agrees, during the term of this Agreement, that Registrar may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. Any such revision or change will be binding and effective immediately upon posting of the revised Agreement or change to the service(s) on Registrar's Web sites, or upon notification to Client by e-mail.
10.2. Except as otherwise set forth in the Dispute Policy with respect to disputes, this Agreement shall be governed by the laws of the Russian Federation except to the disputes regarding the formation, modification and termination of the Agreement which should be governed by the laws of USA including but not limited to the Restatement (Second) of Contracts. Except as otherwise set forth in the Dispute Policy with respect to disputes, for the adjudication of disputes concerning or arising from use of the Domain Name, the Registrant submits, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant's domicile and (2) where Registrar and/or Registrar's current support office are located (USA and Russian Federation, consequently);
10.3. Client agrees that any notices required to be given under this Agreement by Registrar will be deemed to have been given if delivered in accordance with the contact information Client has provided.
10.4. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.
10.5. The failure by Registrar to require performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Registrar of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
10.6. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.
10.7. This Agreement, and the attachments and documents referenced herein, including but not limited to the Dispute Policy (as modified from time to time), constitute the complete and exclusive agreement between the Parties, and supersede and govern all prior proposals, agreements, or other communications.
10.8. Client agrees that prior to transferring ownership of his Domain name to another person (the "Transferee") the Client shall require the Transferee to agree, in writing to be bound by all the terms and conditions of this Agreement. If the Transferee fails to be bound in a reasonable fashion (as determined by us in our sole discretion) to the terms and conditions in this Agreement and to provide his prior written undertaking to that effect to the Registrar, any such transfer will be null and void and the Client would still be deemed to retain his registration of the Domain name within the Registrar as if no transfer of ownership occurred. The failure by the Client to require the Transferee to provide the undertaking to be bound by all the terms and conditions of this Agreement shall constitute the material breach of this Agreement and would entitle the Registrar to collect the penalties and seek the compensation of the damages from the Client.
10.9. This Agreement may be assigned by Registrar without Client's consent. Client may not assign this Agreement (and the related Domain Name registration) without meeting the formal requirements, stated in cl. 10.8 of this Agreement.