 |
|
Appendix 3 to Sponsored TLD Registry Agreement
Zone File Access Agreement
The User named in this Agreement ("User" or "you") hereby contracts with Tralliance Corporation, a New York corporation ("Registry"), for a non-exclusive, non-transferable, limited right to access an Internet host server or servers designated by Registry from time to time, and to transfer a copy of the described Data to the User's Internet host machine specified below, under the terms of this Agreement. Upon execution of this Agreement by Registry, Registry will return a copy of this Agreement to you for your records with your UserID and Password entered in the spaces set forth below.
(a) User: _________________________________________
(b) Contact Person: _________________________________
(c) Street Address: _________________________________
(d) City, State or Province: ___________________________
(e) Country and Postal Code: _________________________
(f) Telephone Number:
______________________________
(including area/country code)
(g) Fax Number:
__________________________________
(including area/country code)
(h) E-Mail Address: _______________________________
(i) Specific Internet host machine which will be used to access [nickname of Registry Operator]'s server to transfer copies of the Data:
Name: ________________________________________
IP Address: ____________________________________
(j) Purpose(s) for which the Data will be used: During the term of this Agreement, you may use the data for any legal purpose, not prohibited under Section 4 below. You may incorporate some or all of the Data in your own products or services, and distribute those products or services for a purpose not prohibited under Section 4 below.
This Agreement is effective for a period of three (3) months from the date of execution by Registry (the "Initial Term"). Upon conclusion of the Initial Term this Agreement will automatically renew for successive three-month renewal terms (each a "Renewal Term") until terminated by either party as set forth in Section 12 of this Agreement or one party provides the other party with a written notice of termination at least seven (7) days prior to the end of the Initial Term or the then current Renewal Term.
NOTICE TO USER: CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. YOU MAY USE THE USER ID AND ASSOCIATED PASSWORD PROVIDED IN CONJUNCTION WITH THIS AGREEMENT ONLY TO OBTAIN A COPY OF [TLD label] TOP-LEVEL DOMAIN ("TLD") ZONE FILES, AND ANY ASSOCIATED ENCRYPTED CHECKSUM FILES (COLLECTIVELY THE "DATA"), VIA THE FILE TRANSFER PROTOCOL ("FTP") OR THE HYPERTEXT TRANSFER PROTOCOL ("HTTP") PURSUANT TO THESE TERMS.
Registry grants to you a non-exclusive, non-transferable, limited right to access an Internet host server or servers designated by Registry from time to time, and to transfer a copy of the Data to the Internet host machine identified in Section 2 of this Agreement no more than once per 24 hour period using FTP or HTTP for the purposes described in this Section 4. You agree that you will:
(a) use this Data only for lawful purposes but that under no circumstances will you use this Data to: (1) allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass unsolicited, commercial advertising or solicitations to entities other than your own existing customers; or (2) enable high volume, automated, electronic processes that send queries or data to the systems of Registry or any ICANN-Accredited Registrar, except as reasonably necessary to register domain names or modify existing registrations. Registry reserves the right, with the approval of the Internet Corporation for Assigned Names and Numbers ("ICANN"), to specify additional specific categories of prohibited uses by giving you reasonable written notice at any time and upon receiving such notice you shall not make such prohibited use of the Data you obtain under this Agreement.
(b) copy the Data you obtain under this Agreement into a machine-readable or printed form only as necessary to use it in accordance with this Agreement in support of your use of the Data.
(c) comply with all applicable laws and regulations governing the use of the Data.
(d) not distribute the Data you obtained under this Agreement or any copy thereof to any other party without the express prior written consent of Registry, except that you may redistribute the Data insofar as it has been incorporated by you into a value-added product or service that does not permit the extraction of a substantial portion of the Data from the value-added product or service, provided you prohibit the recipient of the Data from using the Data in a manner contrary to Section 4(a).
(e) take all reasonable steps to protect against unauthorized access to, use, and disclosure of the Data you obtain under this Agreement.
You agree to remit in advance to Registry a quarterly fee of $0 (USD) for the right to access the files during either the Initial Term or Renewal Term of this Agreement. Registry reserves the right to adjust, with the approval of ICANN, this fee on thirty days prior notice to reflect a change in the cost of providing access to the files.
You agree that no ownership rights in the Data are transferred to you under this Agreement. You agree that any copies of the Data that you make will contain the same notice that appears on and in the Data obtained under this Agreement.
Registry reserves the right, with the approval of ICANN, to change the method of access to the Data at any time. You also agree that, in the event of significant degradation of system processing or other emergency, Registry may, in its sole discretion, temporarily suspend access under this Agreement in order to minimize threats to the operational stability and security of the Internet.
THE DATA IS PROVIDED "AS IS." REGISTRY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE DATA, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining provisions of this Agreement.
10. No Consequential Damages; Limitation of Damages.
In no event shall Registry be liable to you for any consequential, special, incidental or indirect damages of any kind arising out of the use of the Data or the termination of this Agreement, even if Registry has been advised of the possibility of such damages. In no event shall Registry be liable to you for direct damages in an amount in excess of the fees paid by you to Registry during the one (1) year period preceding the date of your claim.
This Agreement shall be governed and construed in accordance with the laws of the State of New York, without reference to conflicts of laws principles You agree that any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced in the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction over such claim, in the state courts of New York located in New York, New York. You expressly and irrevocably agree and consent to the personal jurisdiction and venue of the federal and state courts located in New York, New York (and each appellate court located therein) for matters arising in connection with this Agreement or your obtaining, use, or distribution of the Data. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
You may terminate this Agreement at any time by erasing the Data you obtained under this Agreement from your Internet host machine together with all copies of the Data and providing written notice of your termination to Registry at 220 Fifth Avenue, 20th floor, New York, NY 10001. Registry has the right to terminate this Agreement immediately if you fail to comply with any term or condition of this Agreement. You agree upon receiving notice of such termination of this Agreement by Registry or expiration of this Agreement to erase the Data you obtained under this Agreement together with all copies of the Data.
"Data" means all data contained in a DNS zone file for the Registry TLD as provided to TLD nameservers on the Internet.
Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right.
15. Entire Agreement
This is the entire agreement between you and Registry concerning access and use of the Data, and it supersedes any prior agreements or understandings, whether written or oral, relating to access and use of the Data. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.
|
Tralliance Corporation By: Name: Title: Date: |
User: By: Name: Title: Date: |
ASSIGNED USERID AND PASSWORD
(To be assigned by Registry upon execution of this Agreement):
|
USERID: |
PASSWORD: |
NYDATA 254972_2