PARTNERSHIP CONTRACT REGARDING REGISTRATION OF.RO DOMAIN NAMES

Transcription

1 BETWEEN: Organization Address PARTNERSHIP CONTRACT REGARDING REGISTRATION OF.RO DOMAIN NAMES National Institute for Research and Development in Informatics 8-10, Maresal Al. Averescu Blvd., Bucharest 1, Romania Tax Identification Number National Trade Register Office reg. no. RO J40/1129/1999 Phone Fax Website Bank Account Represented by RO66BRDE445SV , BRD Triumph Branch Prof. Doina BANCIU - General Manager AND Partener Adrress Adrress Tax Identification Number National Trade Register Office reg. no. Phone & Fax Website Bnak Account Represented by 1

2 Art. 1. According to the delegation from the Internet Assigned Numbers Authority (IANA), the National Institute for Research and Development in Informatics (ICI-Bucharest), hereby called the "ROTLD Registry, is the Registry for.ro code country Internet Domain Names, domain associated with ISO-3166 code for Romania. - Art. 2. The ROTLD Registry and the Partner are individually referred to as "Party", and as 'Parties' in collective references. Art. 3. In order to develop a competitive environment for.ro domain names registration services, ROTLD Registry and the Partner wish to start a Partnership Contract by which the Partner will participate in the.ro Joint Registry for.ro domain. Under this Contract, the Parties agree on the following: Art. 4. Obligations of the Partner - The Partner shall provide its own clients with.ro domain names registration services and technical assistance, guaranteeing to bring to their knowledge (via its website) the terms and conditions established by ROTLD Registry (registration rules, registration contract, dispute resolution policy). Technical assistance refers to assistance over the phone or via electronic communications. - If Partners do not provide their clients with a functional website with the Partners offers and contact information, this will be deemed as failure to offer assistance to their clients. Each Partner has the obligation to use distinct and functional addresses. If the Partner fails to provide such services, it shall be deemed as a breach to this Contract. - The Partner has the obligation to carry out a preliminary analysis on the acceptance criteria, and on the fact that each registration request received from its clients was made in good faith and does not infringe on any third party. - The Partner has the obligation to inform its clients (via its website) on the ROTLD Registry terms and conditions (registration rules, registration contracts, dispute resolution policy) for.ro domain registration; this information shall be presented prior to accepting clients for a.ro domain registration. Customers will be informed by creating on the Partner s websites, a link to the Registration Rules and the Registration Contract. Failure to comply with these requirements may result in immediate cancellation of the Partnership Contract. - The Partner has the obligation that, during negotiations with its own clients and third parties, to present itself as an independent contractor and not as a ROTLD Registry agent. - The Partner shall not present itself to its clients as administrator of the Network Information Center (NIC) for Romania, for this may create confusion and mislead Internet users. - Reserved domains whose payments are overdue for 30 days will be deleted from the.ro domain database, becoming available for other registration requests. ROTLD Registry takes no responsibility for any conflict between the Partner and its clients, related to registration of.ro domains, the Partner being liable in case the client has made the payment but the Partner failed to send to ROTLD the domain registration request, or did so, but the Partner s deposit (made in advance) was consumed and did not allow domain registration. - The Partner has the obligation to give to all its clients the information they require and shall not instruct them to send their queries to the ROTLD Registry. 2

3 - The Partner is required to renew the deposit on time (Art. 6) in order to continuously ensure the existence of a financial reserve, so that no delays may occur in registering domains for its clients. - The Partner shall not abuse the services offered by ROTLD, such as online access to WHOIS database, and domain registration system, by running automated scripts that would periodically check the availability of domains, thus producing unnecessary activity of the.ro domain registration system and affecting the quality of services offered to other partners and users. In such cases, ICI will interrupt access to the source IP address. Queries on domains availability will be made only via the DAS service provided by the ROTLD Registry. - The Partner has the obligation to update its contact information. Notifications from ROTLD Registry will be sent by electronic channels (to the address provided by Partners, or through other electronic channels, mentioned in the technical specifications). ROTLD Registry cannot be held responsible for Partner s failure to collect the notifications for reasons attributable to the Partner (failure to update contact information), or to third parties. - The Partner has the obligation to comply with ROTLD Registry s policy regarding arbitration and mediation of disputes related to domain names, made available at, Art. 5. Obligations of the ROTLD Registry - - ROTLD Registry will cooperate with the Partner in processing and accepting registration requests addressed by the Partner. - ROTLD Registry has the obligation to provide to the Partner technical solutions for registration and management of.ro domain names in real time via the Internet. ROTLD Registry will also provide to the Partner the necessary technical specifications for implementation of these solutions: technical documentation, environment testing and other technical specifications. - ROTLD reserves the right to block Partner s access, entirely or in part, if this measure preserves the.ro domain registration and administration system s availability and integrity, or if the Partner, either intentionally or accidentally, affects the other partners use of the system. Given the need for.ro domains registration and administration system to operate non-stop and in real time, restricting access to the system can be imposed without prior notice, only with subsequent notification regarding the restriction reasons. - ROTLD has the right to make changes to technical aspects of accessing the system. - If changes to the system require changes to Partner s applications, ROTLD has the obligation to notify the Partner and provide the necessary technical specifications no later than 30 days before the changes become effective. - ROTLD has the right to refuse registration of a.ro domain if the domain does not comply with Registration Rules and Registration Contract available at, as integral parts of this Contract. - In processing the domain registration or administration application, if necessary, the ROTLD Registry may request additional documentation from the applicant. - ROTLD has the right to deny, suspend or delete a.or domain that has been already registered or booked, if is later found that the domain does not comply with the Registration Rules. In this case ROTLD reserves the right not to refund the fee for the domain to the Partner. - ROTLD has the obligation to notify the Partner regarding the periods when system maintenance operations are due, and the non-operational period, in case the system becomes unavailable because of these operations. - All communications / notices to the Partner will be made by or other electronic channels, mentioned in the technical specifications. 3

4 - ROTLD Registry will provide, in the control panel, information on the situation of registered domains, and also the balance of payments and registrations. Access to the control panel will be restricted through use of authentication methods that can be found in the technical specifications. - ROTLD Registry will direct the Partner s customers towards the Partner for information and inquiries. Art. 6. Payment - Under this Agreement, "Transaction" means the registration of a domain name or the transfer of the right to use a domain (trade) from a client to another. - The price payable by the Partner to the ROTLD Registry for each transaction is USD VAT. The billing amount shall be calculated based on the official exchange rate (Romanian National Bank} on the date of invoicing. ROTLD can unilaterally change the per transaction fee and shall notify the Partner 30 days in advance. The new fee will apply at a later date that will be specified explicitly in the notification, but not earlier than 30 days upon the date of notification. - The Partner is required to provide in advance a minimum deposit equivalent to the fee for 100 domains. The deposit can be reconstituted by advanced payments in a minimum amount equal to the fee for 100 domains or multiples of The first deposit shall be made within 30 days upon signing the Contract, otherwise the Contract is terminated by law without any prior notice and without court intervention. - A payment is considered effective after the money has been transferred to ICI s account, and the statement of account issued by the bank has arrived at ICI-ROTLD financial compartment. A domain is registered only after it has been confirmed by the Partner and only if the deposit allows it. - If the deposit is exhausted, ROTLD Registry will stop the transactions, until the deposit will be fully restored (the equivalent of minimum 100 domains, or multiples of 100). - In order to restore the deposit, the Partner will solicit from the ROTLD Registry a pro forma invoice, based on which the payment will be made. - A domain is registered through online requests, using EPP protocol or REST. After registration name changes are not accepted. Payment for a registered domain is not refundable. Art. 7. Technical Provisions - The registration procedure is fully automated and the Partner must follow the procedures developed by the ROTLD Registry in order to register, renew and manage a Domain Name, and update clients information. - The Partner confirms the.ro domain structure for which it can register domain names (.ro.com.ro,.org.ro,.tm.ro,.nt.ro,.nom.ro,.info.ro,.rec.ro,.arts.ro,.firm.ro,.store.ro and. - The Partner has the right to register and manage.ro domains, complying with.ro domain names Registration Rules and Registration Contract, available at and according to the technical specifications provided by ROTLD. Registering a.ro domain refers to the process of recording or booking and activating a domain, using the technical solution provided by ROTLD. Administering a.ro domain refers to a set of procedures that allow changing of.ro domain properties, such as changing contact information, transfer of use to a new client, transfer of administration rights to a new Partner, renewal (if applicable), change of nameservers or other procedures, using the technical solution provided by ROTLD. Technical procedures, restrictions, functional and non-functional requirements, and other technical data specific to registration and management of a.ro domain are described in the technical specifications provided by ROTLD. - In registering and managing.ro domains, the Partner has the obligation to use only the technical solution provided by ROTLD. Methods of "reverse engineering" aimed at creating any alternative 4

5 technical solution are considered violations of the Partner s obligations and shall result in automatic termination of the contract without any prior notice and without court intervention. - In case the Partner notices an inappropriate behaviour, it has the obligation to notify the ROTLD Registry, respecting confidentiality, and supplying any information or proof that could help ROTLD Registry to identify and correct / improve the alleged defect. The Partner is not allowed under any circumstances to disclose these findings, nor to the press, nor through newsgroups or blogs or any other means, prior to receiving an official ROTLD Registry statement regarding the diagnosis and solution of the reported case, in an interval of at least 30 working days from the date of the initial notification. However, if after this period, the Partner makes these findings public, he has the obligation to include the above mentioned statement of the ROTLD Registry in its entirety. - Administrative changes operated by the Partner to the.ro domain are to be made only with client s agreement. Administrative changes refer to changes such as contact information, transfer of use to a new client, transfer of administration rights to a new Partner, renewal, nameserver changes or any other change. An exception to this rule is the case when the Partner is "forced" by circumstances to reset the nameservers to the domains it hosts. In this case, the Partner is required to notify clients about the changes. - In case the ROTLD Registry receives complaints from clients regarding the violation of the previous paragraph, and they prove to be true, the Contract is automatically terminated without any prior notice and without court intervention. - The Partner s right to manage.ro domains is valid only for domains appointed to its management. The Partner cannot manage.ro domains managed by other partners, unless the client consents to transfer the administration rights, according to the ROTLD procedure, available at Technical procedures, restrictions, functional and non-functional requirements, and other technical data specific to registration and management of a.ro domain that was not initially under management of the Partner are described in the technical specifications provided by ROTLD. - The Partner will use static IP addresses for access to the.ro domain registration and administration system, addresses that are to be communicated to the ROTLD Registry for configuration of access filters. Art. 8. Duration of Contract This Contract is valid for a period of 1 (one) year from the date the first payment is confirmed, provided the Parties comply with clauses mentioned in Art. 6., and shall be concluded in the last day of the month the above mentioned 1 year period is completed. At the end of this period, the Contract shall be automatically extended for one-year successive periods, unless any of Parties notifies in writing that it does not intent to extend the contract; the notification shall be made not later than one month before the end of the one-year period of Contract s valability. Art. 9. Contract Termination - Termination of this Contract may be requested at any time in writing by either party with a notification of at least 1 (one) month. - This Contract is terminated by law, without intervention of court, if the Partner fails to meet the payment deadlines, as provided by Art If the Partner violates the present Contract, in any of the cases presented in the previous articles, the ROTLD Registry may terminate the contract without notice and without court intervention. - In case of introducing a new registration system, or modifying the.ro domain registration rules, ICI can at any moment, terminate this contract with one month's notice; a new contract will then be signed in order to comply with the new.ro domain Registration Rules. - Upon Contract termination, neither party shall have any further obligations in terms of the present Partnership Contract. 5

6 Art. 10. Consequences of Termination - Upon termination, the Partner must immediately pay any fees that were due before termination. These fees will be collected from the existing deposit if they can be covered. - Any remaining amount will be refunded at the end of the initial term of the Contract or, if such is the case, at the end of one year extension in effect. Art. 11. Miscellaneous Disputes This Contract is subject to Romanian law. Any dispute that cannot be settled amicably will be taken to a court of justice in Romania. The terms of this Contract are utterly subject to subsequent changes in Romanian legislation regarding.ro domain registration Force majeure Cases of force majeure may be invoked by any of the Parties according to the legal acceptance of the term Intellectual Property This Contract does not change the status of any intellectual property right of the Parties involved (including, but not limited to, transfer of intellectual property ownership, or licenses regarding intellectual property rights). 6