Registration Agreement
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REGISTRATION AND SERVICES AGREEMENT This Registration and Services Agreement (together with any Exhibits and Appendices hereto the “Agreement”) is made and entered into by and between you or the entity on behalf of which you are acting, as applicable (referred to herein, interchangeably, as “You,” “Registrant,” or “Customer”), and (i) PSI-USA, Inc., a Nevada corporation or (ii), in the event that You are directly transacting with a Reseller (as defined herein), solely such Reseller (PSI-USA, Inc. or such Reseller, as applicable, are referred to herein as “Provider”). BY SIGNING THIS AGREEMENT OR BY CLICKING THE “I ACCEPT” BUTTON LOCATED AT THE BOTTOM OF THIS PAGE OR SUBMITTING A REQUEST TO REGISTER, RENEW, OR TRANSFER A DOMAIN NAME, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOUR REQUEST FOR REGISTRATION AND RELATED SERVICES WILL NOT BE PROCESSED AND PROVIDER SHALL HAVE NO OBLIGATION OR LIABILITY TO YOU WHATSOEVER. 1. Definitions All capitalized terms shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement. 1.1. “Agreement” is defined in the Preamble. 1.2. “Beneficiary” is defined in Section 4.4. 1.3. “Board” is defined in Section 1.45. 1.4. “Change of Registrant” is defined in Section 4.2. 1.5. “Consensus Policy” has the meaning set forth in the Consensus Policies and Temporary Policies Specification (or any amended or replacement Policy), the current version of which is currently available at https://www.icann.org/resources/pages/approved-with-specs-2013-09-17-en#consensus- temporary. 1.6. “Customer Data” is defined in Section 5.1. 1.7. “Customer” is defined in the Preamble. 1.8. “Data Retention Specification” means ICANN’s Data Retention Specification (or any amended or replacement Policy), the current version of which is currently available ny-1109412 1 (revised 9/2017) at https://www.icann.org/resources/pages/approved-with-specs-2013-09-17-en#data- retention. 1.9. “Designated Agent” means an individual or entity that You explicitly authorize to approve a Change of Registrant on Your behalf or that a New Registrant explicitly authorizes to approve a Change of Registrant on its behalf, as applicable. 1.10. “Dispute Resolution Policies” means, collectively, UDRP, URS, STOP, RDRP, SDRP, ERDRP, USDRP, NDRP, RTDRP (all as defined in Sections 6.1 and 6.3, respectively) and other dispute resolution policies referenced in this Agreement or adopted by the applicable Registry Operator from time to time, as applicable. 1.11. “DNS” means the Internet domain name system. 1.12. “Domain Name” means a domain name within the domain of a Registrar TLD, whether consisting of two or more (e.g., john.smith.name) levels. 1.13. “EDRP” is defined in Section 6.3. 1.14. “Eligibility Requirements” is defined in Section 8.3. 1.15. “ICANN” means the Internet Corporation for Assigned Names and Numbers. 1.16. “Illegal Activity” means conduct involving use of a Registered Domain Name sponsored by the applicable Registry Operator that is prohibited by applicable law and/or exploitation of the applicable Registry Operator’s domain name resolution or registration services in furtherance of conduct involving the use of a Registered Domain Name sponsored by the applicable Registry Operator that is prohibited by applicable law. 1.17. “IP” means Internet Protocol. 1.18. “Indemnitee” is defined in Section 12. 1.19. “New Registrant” means the entity or person to whom You propose to transfer Your Domain Name registration. 1.20. “NDRP” is defined in Section 6.3. 1.21. “NIC” means ICANN and any other entity or authority responsible for the administration of one or more TLDs. 1.22. “Other TLDs” means TLDs that are the subject of an Exhibit to this Agreement relating to such TLD. 1.23. “Personal Data” means data about any identified or identifiable natural person. 1.24. “Policies” means any rules, standards, specifications, procedures, requirements, practices and other policies of any NIC, any other competent entity or authority, or any ny-1109412 2 (revised 9/2017) Registry Operator relating to the subject matter of this Agreement, including, without limitation, any ICANN Consensus Policies and Temporary Policies and any other rules, standards, specifications, procedures, requirements, practices and other policies promulgated by ICANN or any Registry Operator, as may be amended from time to time. 1.25. “Prior Registrant” means the holder of a Registered Domain Name at the time a Change of Registrant is initiated. You are the Prior Registrant for any Registered Domain Name while held by you pursuant to this Agreement. 1.26. “Process” is defined in Section 5.3. 1.27. “Provider” is defined in the Preamble. 1.28. “RDRP” is defined in Section 6.3. 1.29. “Registered Domain Name” means a Requested Domain Name (i) the registration of which has been accepted by the applicable Registry Operator, (ii) about which the applicable Registry Operator (or an affiliate or subcontractor thereof engaged in providing Registry Services) maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance, and (iii) that is the subject of Services under this Agreement. A “Registered Domain Name” also includes a Domain Name, sponsorship of which is transferred to Registrar pursuant to Section 4.1. 1.30. “Registrar” means PSI-USA, Inc., doing business as Domain Robot, a Nevada corporation. 1.31. “Registrar TLD” means the .com, .org, .net, .biz, .info, .name, .us, and .pro. TLDs and such other TLDs for which Registrar may, from time to time, be accredited by any NIC or any other competent entity or authority to act as registrar, to the extent Provider offers Services with respect thereto under this Agreement, including any Other TLDs. 1.32. “Registration Period” is defined in Section 2.4. 1.33. “Registry Database” means a database maintained by a Registry Operator that contains data about one or more DNS domain names, including, without limitation, Registered Domain Names, that is used to generate DNS resource records, responses to domain-name availability lookup requests or Whois queries or for any other purposes permitted under any applicable Policies. 1.34. “Registry Agreement” is defined in Section 1.35. 1.35. “Registry Operator” means any person or entity (including its contractors, delegates, successors and assignees) responsible, in accordance with (i) an agreement between ICANN (or its successor or assignee) and such person or entity or, (ii) if that agreement is terminated or expires, an agreement between the US Government or its contractors or designees and such person or entity, or (iii) an agreement with any NIC or ny-1109412 3 (revised 9/2017) any other competent entity or authority (including, without limitation, the US Government and the US Department of Commerce or any foreign government or authority) for providing Registry Services with respect to one or more specific TLDs. Each of the agreements referred to in the foregoing is a “Registry Agreement”. 1.36. “Registry Services” means any and all services provided by a Registry Operator with respect to a Domain Name, including services provided under or in connection with an applicable Registry Agreement. 1.37. “Renewal Period” is defined in Section 2.4. 1.38. “Request” is defined in Section 2.1. 1.39. “Requested Domain Name” means one or more Domain Names with respect to which You have requested, directly or through a Reseller, as applicable, (i) Registrar to register or renew such Domain Names with the applicable Registry Operator, or (ii) sponsorship of such Domain Names to be transferred to Registrar. 1.40. “Reseller” means a person or entity that participates in Registrar’s distribution channel for Domain Name registrations (a) pursuant to an agreement, arrangement or understanding with Registrar or (b) with Registrar’s actual knowledge, provides some or all of the Services as set forth in Section 2.1. 1.41. “RTDRP” is defined in Section 6.3. 1.42. “SDRP” is defined in Section 6.3. 1.43. “Service Records” is defined in Section 5.2. 1.44. “Services” is defined in Section 2.1. 1.45. “Temporary Policies” means all specifications or policies established by the ICANN Board of Directors (the “Board”) on a temporary basis, if adopted by the Board by a vote of at least two-thirds of its members, so long as the Board reasonably determines that such modifications or amendments are justified and that immediate temporary establishment of a specification or policy on the subject is necessary to maintain the stability or security of Services, Registry Services or the DNS or the Internet. 1.46. “TLD” is a top-level domain of the DNS. 1.47. “Transfer” is defined in Section 4.1. 1.48. “Transfer Policy” is defined in Section 4.1. 1.49. “UDRP” is defined in Section 6.1. 1.50. “URS” is defined in Section 6.1. ny-1109412 4 (revised 9/2017) 1.51. “USDRP” is defined in Section 6.3. 1.52. “Whois Specification” means ICANN’s Registration Data Directory Service (Whois) Specification (or any amended or replacement Policy), the current version of which is currently available at https://www.icann.org/resources/pages/approved-with- specs-2013-09-17-en#whois. 1.53. “You” is defined in the Preamble. 2. Registration Services 2.1. Registration. Subject to Your compliance with all the terms and conditions of this Agreement, including, without limitation, payment of all applicable fees, and subject to Provider’s and, if different, Registrar’s acceptance