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ccTLD Domain Name Management Agreement

Date: January 2005

This contract between Domainz Limited, a wholly owned subsidiary of Melbourne IT Limited (ABN 21 073 716 793) ("Melbourne IT") and you ("the Licensee") relates to the purchase of a ccTLD Domain Name (as defined in clause 1 below) licence and contains the following terms and conditions:

BY COMPLETING THE CCTLD DOMAIN NAME REGISTRATION PROCESS, YOU AGREE ON YOUR OWN BEHALF, OR ON BEHALF OF WHOMEVER YOU MAY BE ACTING FOR, TO BE BOUND BY THIS AGREEMENT AND THE CCTLD DOMAIN REGISTRATION AGREEMENT (AS DEFINED IN CLAUSE 1 BELOW) OF THE RELEVANT CCTLD DOMAIN SO PLEASE READ ALL THE TERMS CAREFULLY.

Definitions

1. In this Agreement:

  • 'ccTLD Domain Name' means the country code domain names specified on the Domainz Website, and may be updated from time to time.
  • 'ccTLD Domain Name Application' means the domain name application completed by the Licensee with respect to a particular ccTLD Domain Name.
  • 'ccTLD Domain Name Registration Agreement' means the agreement (if any) required to be entered into between the Licensee and the Registry and/or the Registrar (as the context requires) in order for that customer to register a particular ccTLD Domain Name, as provided by Domainz to the Licensee from time to time.
  • 'Domainz Website' means Domainz’ website, which is currently located at http://www.domainz.net.nz.
  • 'Registry' means the entity authorised to operate the registry for a particular ccTLD Domain Name.
  • 'Regulator' means the entity responsible for the regulation of a particular ccTLD Domain Name.
  • 'Requirements' means any standards, policies, procedures, practices, rules, processes, regulations and other requirements.

Entire Agreement

2. These terms and conditions, and the ccTLD Domain Name Registry Agreement referred to in Clause 3 below constitutes the entire agreement between Domainz and the Licensee for the registration of the ccTLD Domain Name, and supersede all prior agreements, understandings and representations whether oral or written.

Licensee's Obligations

3. The Licensee acknowledges to, and agrees with, Domainz, that in order for Domainz to attempt to acquire any ccTLD Domain Name for the Licensee from the relevant Registry and/or Registrar, the Licensee must agree to the applicable ccTLD Domain Name Registration Agreement for the ccTLD Domain Name that the Licensee wishes to register. Accordingly, the Licensee warrants to Domainz that the Licensee has or will read the terms and conditions of the applicable ccTLD Domain Name Registration Agreement for the ccTLD Domain Name that the Licensee requests Domainz to register and agrees to be bound by those terms and conditions. The Licensee further acknowledges to, and agrees with, Domainz, that the Licensee is creating a separate contractual relationship between the Licensee and Registry and/or Registrar (as the context requires) with respect to the applicable ccTLD Domain Name, and that the Licensee, and not Domainz, is responsible for all liability and obligations in connection with that contractual relationship and for any failure of the Licensee to abide by the terms of the ccTLD Domain Name Registration Agreement, unless otherwise expressly stated to the contrary in this Agreement.

4. The Licensee agrees that Domainz’ charges for the licence of a ccTLD Domain Name or any related ccTLD Domain Name services are set out on the Domainz Website and may be updated from time to time. The Licensee agrees to pay such charges. The Licensee acknowledges that in addition to the charges for the registration or renewal of the ccTLD Domain Name, such charges may include, without limitation, charges for modifications to name servers for a ccTLD Domain Name, contact details applicable to a ccTLD Domain Name and registrant details applicable to a ccTLD Domain Name.

5. The Licensee agrees that it will:

  • 5.1 obtain the consent of individuals whose personal information is to be publicly listed by the Registry and/or Registrar (as the context requires) as part of the ccTLD Domain Name Application;
  • 5.2 at all times comply with the Requirements of the Registry and/or Registrar with respect to the applicable ccTLD Domain Name;
  • 5.3 immediately notify Domainz of any change to its ccTLD Domain Name registration details;
  • 5.5 immediately notify Domainz of any transfer of the ccTLD Domain Name licence (whether in connection with any legal proceedings, any dispute or as a consequence of any Requirements of the Registry and/or Registrar of the applicable ccTLD Domain Name or otherwise) from the Licensee to another person;
  • 5.6 promptly notify Domainz of any actual or threatened proceedings brought in respect of the word/s used as a ccTLD Domain Name whether by or against the Licensee; and
  • 5.7 not, directly or indirectly, through registration or use of its ccTLD Domain Name or otherwise:
    • 5.7.1 register a ccTLD Domain Name for the purpose of selling it;
    • 5.7.2 register a ccTLD Domain Name for the purpose of diverting trade from another business or web site;
    • 5.7.3 deliberately register as a ccTLD Domain Name misspellings of another entity's company or brand name in order to trade on the reputation of another entity's goodwill;
    • 5.7.4 register a ccTLD Domain Name and then passively hold a ccTLD Domain Name Licence for the purpose of preventing another licensee from registering it;
    • 5.7.5 transfer or purport to transfer a right of ownership in any ccTLD Domain Name registration; or
    • 5.7.6 grant or purport to grant a security interest or other encumbrance in a ccTLD Domain Name.

6. The Licensee warrants:

  • 6.1 that it meets, and will continue to meet for the period of its ccTLD Domain Name registration, the eligibility criteria prescribed by the Requirements of the Registry and/or Registrar of the applicable ccTLD Domain Name, for registering that ccTLD Domain Name;
  • 6.2 that it will at all times comply with the terms and conditions of the ccTLD Domain Name Registration Agreement for the particular ccTLD Domain Name;
  • 6.3 that it will at all times comply with the Requirements of the Registry and/or Registrar of the applicable ccTLD Domain Name generally; and
  • 6.4 that the details in respect of its ccTLD Domain Name submitted by the Licensee to Domainz or the Registry and/or Registrar (as the context requires) are true and correct, and that any future additions or alterations to those details will be true and correct.

7. The Licensee warrants that neither the registration of the ccTLD Domain Name nor the manner in which the ccTLD Domain Name is directly or indirectly used infringes the legal rights of a third party. Domainz’ remedies under this warranty will continue to be available to it after the Licensee’s completion of the ccTLD Domain Name registration process and will survive notwithstanding the cancellation or transfer of the ccTLD Domain Name or the expiry or termination of this Agreement or the ccTLD Domain Name Registration Agreement applicable to the particular ccTLD Domain Name.

8. The Licensee indemnifies Domainz against:

  • 8.1 any claim or demand that the registration of the ccTLD Domain Name or the manner in which the ccTLD Domain Name is directly or indirectly used infringes the legal rights of any third party (except for claims arising from Domainz’ negligence or breach of the terms of this Agreement);
  • 8.2 any claim or demand by a Registry and/Registrar (as the context requires) to Domainz in connection with the ccTLD Domain Name, the ccTLD Domain Name registration or the ccTLD Domain Name Registration Agreement applicable to the particular ccTLD Domain Name;
  • 8.3 any breach by the Licensee of the ccTLD Domain Name Registration Agreement applicable to the particular ccTLD Domain Name, and indemnifies Domainz against the costs and expenses, however they may arise, incurred in defending or dealing with any such a claim or demand. This clause 8 survives the termination or expiry of this Agreement.

Domainz' Obligation to Submit Registration or Renewal of the Domain Name to Registry and/or Other Obligations

9. The parties agree that the Licensee’s application for the registration or renewal (as the case may be) of the ccTLD Domain Name will not be submitted by Domainz to the Registry and/or Registrar until Domainz receives all applicable charges in respect of that Domain Name from the Licensee and, in the case of a renewal, the Licensee agrees to the terms and conditions of the then prevailing ccTLD Domain Name Registration Agreement.

Registration of Domain Name

10. The Licensee agrees that the ccTLD Domain Name will be registered by the Registry and/or Registrar on a first come, first served basis. The Licensee agrees that Domainz does not guarantee that any ccTLD Domain Name applied for by Domainz on behalf of the Licensee will be successfully registered by the Registry and/or Registrar. The Licensee acknowledges that it will not take any action in respect of the registration of its ccTLD Domain Name until the successful registration of that ccTLD Domain Name is confirmed to the Licensee by the Registry and/or Registrar.

11. The parties agree that none of Domainz, the Registry and/or Registrar, or the Licensee, has any right of ownership in a registered ccTLD Domain Name.

12. The parties agree that following the initial licence period for the ccTLD Domain Name the licence may be renewed indefinitely for further licence periods, on the Licensee’s payment of the applicable renewal charge and other applicable charges prior to the expiry of the Domain Name and subject to the then current Requirements of the Registry and/or Registrar, the terms of this Agreement, and, to the Licensee agreeing to the then prevailing ccTLD Domain Name Registration Agreement.

13. The Licensee acknowledges that:

  • 13.1 it is the Licensee's responsibility to ensure that the ccTLD Domain Name is renewed; and 13.2 the Licensee releases and holds Domainz harmless against any claim for damage or loss arising from any failure of the Licensee’s Domain Name to be renewed by the Licensee.

Licensee's Cancellation of Domain Name

14 The Licensee may cancel (or surrender) its ccTLD Domain Name licence by written notice to Domainz at any time, if such cancellation (or surrender) is permitted by the Requirements of the Registry and/or the Registrar. The Licensee acknowledges that such cancellation (or surrender) is required to be undertaken by the relevant Registry and/or Registrar, and that accordingly, Domainz has no control over when such cancellation (or surrender) will be effected by the relevant Registry and/or Registrar.

15. If the Licensee is permitted to cancel its ccTLD Domain Name licence as specified in clause 14, Domainz shall not be required to provide any refund of any charge paid by the Licensee to Domainz under this Agreement in connection with such cancellation (or surrender).

Suspension or Termination or Expiry of Agreement

16. The Licensee acknowledges and agrees that the ccTLD Domain Name licence of the Licensee may be suspended or cancelled at any time by the Registry and/or Registrar in accordance with the ccTLD Domain Name Registration Agreement. If the Registry and/or Registrar cancels the ccTLD Domain Name licence of the Licensee at any time (and for whatever reason), this Agreement shall automatically terminate.

17. The parties agree that this Agreement will terminate: 17.1 where the Licensee's ccTLD Domain Name licence expires and is not renewed by the Licensee prior to the deletion of the ccTLD Domain Name; or 17.2 where the ccTLD Domain Name is transferred (as contemplated by clause 5.5) from the Licensee to another person.

18. If this Agreement is terminated under either clauses 16 or 17, Domainz shall not be required to provide any refund of any charge paid by the Licensee to Domainz under this Agreement in connection with such termination.

Liability

19. The parties agree that notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, none of Domainz, any Registry and/or Registrar, nor each's respective officers, employees, agents or sub-contractors will be liable to the Licensee for direct, consequential or indirect loss or damages of any kind (including, without limitation, loss of profit, loss or corruption of data, business interruption or indirect costs) suffered by the Licensee as a result of any act or omission of Domainz, any Registry and/or Registrar, or, any act or omission of the officers, employees, agents or sub-contractors Domainz or any Registry and/or Registrar.

20. If any legislation implies in this Agreement a term or warranty, the Licensee agrees that Domainz’ liability under this Agreement for a breach of that term or warranty is limited to, in the sole discretion of Domainz, the re-supply of the goods or services again, or the payment of the cost of having the goods repaired or replaced, or the services supplied again.

21. The parties agree that clauses 19 and 20 survive the expiry or termination of this Agreement.

General

22. If any clause of these terms and conditions is held to be invalid or unenforceable in whole or part, the invalid or unenforceable wording shall be deemed to be omitted.

23. Any notice to be given under the contract is deemed to be served if delivered by hand or sent by pre-paid post, by fax or e-mail, to the party to whom it is given at its last known postal or e-mail address or fax number.

24. The contract is governed by the laws of New Zealand, and the Licensee and Domainz submit to the non-exclusive jurisdiction of those New Zealand courts.

25. The parties agree that Domainz may assign this Agreement to a third party on prior written notice to the Licensee.

26. The failure of a party at any time to insist on strict performance of any provision of this Agreement is not a waiver of its right at any later time to insist on strict performance of that or any other provision of this Agreement.

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