MEMORANDUM OF UNDERSTANDING FOR THE INTERNET COUNCIL OF REGISTRARS
the Memorandum Of Understanding on the Generic Top Level Domain Name Space of the Internet Domain Name System ("gTLD-MoU") signed in Geneva on May 1, 1997; and Section 7 of the gTLD-MoU providing for the establishment of a Council of Registrars ("CORE") and for the signature by Registrars of a Memorandum of Understanding defining CORE-gTLDs and policies under which CORE must operate;
the Signatories to this Memorandum of Understanding ("CORE-MoU") hereby agree:
Article 1. Definitions
The following definitions apply herein:
"Domain Name System" ("DNS") means the Internet naming system as defined in RFC 1591;
"Top Level Domain" ("TLD") means the highest level of domain name as defined in RFC 1591;
"Second Level Domain" ("SLD") means the level of domain names immediately below the TLDs;
"Generic Top Level Domains" ("gTLDs") means the TLDs ".com", ".org", ".net" as defined in RFC 1591, and those TLDs established in or under the authority of this MoU;
"Registry" means those roles and activities involved in the administration of a TLD in the Domain Name System, and encompasses all of the services needed for assignment and maintenance of that TLD and its registrations;
"Registrar" means the entity which is authorized to enter and modify the Second Level Domain (SLD) data maintained by a Registry, in response to requests by entities seeking to be assigned a SLD;
"Council of Registrars" ("CORE") means the operational organization composed of authorized Registrars for managing allocations under gTLDs;
"CORE-gTLD" means any gTLD that is, at a given time, subject to the provisions of this MoU;
"gTLD-MoU" means the Memorandum of Understanding on the Generic Top Level Domain Name Space of the Internet Domain Name System;
"Administrative Domain Name Challenge Panels" ("ACPs") means the panels established under the gTLD-MoU to entertain challenges by third parties to the allocation of second-level domain names;
"POC" means the Policy Oversight Committee established by the gTLD-MoU;
"iPOC" means the interim POC established by the gTLD-MoU;
"IAHC" means the International Ad Hoc Committee established by ISOC and IANA; "PAB" means the Policy Advisory Body established by the gTLD-MoU;
"Affiliate" means, with respect to any given entity, any other entity directly or indirectly Controlling, Controlled by, or under common Control with, such entity:
"Control" over an entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or other equity interest, representation on its board of directors or body performing similar functions, by contract or otherwise; the terms "controlling" and "controlled" will have corollary meaning;
"Repository" means the primary (master) data facility for a Registry; and
"Registration Agreement" means the agreement governing the assignment of an SLD to any entity by a Registrar.
Article 2. Principles
The following principles set forth in the gTLD-MoU are adopted as part of this CORE-MoU:
(a) the Internet Top Level Domain (TLD) name space is a public resource and is subject to the public trust;
(b) any administration, use and/or evolution of the Internet TLD space is a public policy issue and should be carried out in the interests and service of the public;
(c) related public policy needs to balance and represent the interests of the current and future stakeholders in the Internet name space;
(d) the current and future Internet name space stakeholders can benefit most from a self?regulatory and market-oriented approach to Internet domain name registration services;
(e) registration services for the gTLD name space should provide for global distribution of Registrars;
(f) as set forth in Section 2(f) of the gTLD-MoU, as it may from time to be amended, a policy shall be implemented that a second-level domain name in any of the CORE-gTLDs which is identical or closely similar to an alphanumeric string that, for the purposes of this policy, is deemed to be internationally known, and for which demonstrable intellectual property rights exist, may be held or used only by, or with the authorization of, the owner of such demonstrable intellectual property rights. Appropriate consideration shall be given to possible use of such a second-level domain name by a third party that, for the purposes of this policy, is deemed to have sufficient rights;
Article 3. gTLDs
(a) The CORE-gTLDs shall be, initially, the gTLDs created by the iPOC pursuant to Section 9(a) of the gTLD MoU, and shall thereafter be any additional gTLDs created pursuant to Section 9(b) of the gTLD-MoU.
(b) Pending the expiration or appropriate amendment of the NSF Cooperative Agreement No. NCR-9218742 under which the ".com", ".org" and ".net" gTLDs are presently administered, the ".com", ".org" and ".net" gTLDs shall not be subject to the provisions of this CORE-MoU.
(c) Likewise, as long as the ".com", ".org" and ".net" gTLDs are not subject to the provisions of this MoU,any Registrar which administers those gTLDs may not be considered to be a gTLD Registrar for the purposes of this CORE-MoU.
(d) The two-character top level domain name space within the DNS, which is reserved for ISO 3166 country codes under existing accepted Internet RFCs, shall not be subject to the provisions of this CORE-MoU.
SELECTION OF REGISTRARS
Article 4. Registrar Qualifications and Applications
(a) Applicants to be Registrars shall complete an application form to demonstrate compliance with the requirements to qualify to sign the CORE-MoU as set forth in Appendix A to this CORE-MoU. The application form is set forth at http://www.gtld-mou.org/docs/application.htm. Each such application shall be reviewed by an independent auditing agency. The iPOC shall process, or cause to be processed, the first round of applications by entities that have applied to act as Registrars.
(b) As provided in Section 6(j)(ii), (iii) and (v) of the gTLD-MoU, the POC may from time to time establish new terms and conditions for applications by entities desiring to be Registrars, and may, following consultation with the PAB and CORE, remove Registrars who do not operate consistently with the requirements of the gTLD-MoU and the CORE-MoU. Until such time as the POC provides otherwise, the provisions of this Article shall apply to all applications.
(c) Affiliated entities may only submit one application among them. Questions whether two or more organizations are in fact affiliated shall be resolved by iPOC for the first round of applications, and thereafter by CORE.
(d) No Registrar may transfer or assign any of its rights or obligations to any other entity without the prior written consent of the POC, which shall act in its sole discretion, and in the interest of the stability of the DNS and the Internet generally. Any change of ownership or control which would cause the Registrar to fail to meet the then current requirements for selection shall disqualify the Registrar, and it shall no longer have the right to function as a Registrar.
STRUCTURE AND RESPONSIBILITIES OF CORE
Article 5. Structure and Responsibilities of CORE
(a) Each entity selected under Article 4 above as qualified to sign the CORE-MoU shall become a member of CORE and, if it conforms to the operational and technical requirements set by CORE, shall become a Registrar. After the commencement of registration activities by CORE, only registrars may remain members of CORE. Registrars, and only Registrars, shall participate in the on-going activities of CORE.
(b) CORE shall be incorporated under the laws of Switzerland as a Swiss Association governed by Articles 60 -79 of the Swiss Civil Code.
(c) Except with respect to the first round of applications for Registrars, which shall be processed or caused to be processed by iPOC, CORE shall process or cause to be processed all applications by entities that have applied to act as Registrars.
(d) CORE shall establish and enforce requirements that each Registrar operate in all respects consistently with the provisions of this CORE-MoU.
(e) CORE shall establish such policies and technical protocols as are necessary to insure that SLDs are assigned on a first come first served basis with respect to registrar interaction with the CORE repository database for the gTLD under which the SLD is being registered. However, CORE may establish policies and technical protocols such that something similar to a "round robin" order of processing applications by Registrars for SLDs is used by the repositories. No duplicate SLDs shall be assigned in the same gTLD.
(f) CORE shall maintain Repositories of all SLDs registered by the Registrars, and shall adopt the most expeditious procedures which implement correct and reliable repository services. There shall be a separate repository for each gTLD. CORE shall establish and enforce a requirement that each Registrar provide the data set forth in Appendix B to this CORE-MoU for each SLD registered by such Registrar. CORE shall make the data in each Repository available and updated on a daily basis so that it can be searched (e.g., by whois) or downloaded as a complete file on the Internet (e.g., by ftp). CORE shall generate DNS zone files for use by DNS servers.
(g) CORE shall provide financial support to the POC (and to its predecessors, IAHC and iPOC) for the reimbursement of reasonable expenses actually incurred in carrying out the responsibilities of those organizations. POC shall retain such amounts of application fees paid by Registrars as are needed to reimburse such expenses, and CORE and POC shall agree from time to time on a budget for POC to be financed by funds received by CORE.
(h) CORE shall ensure that its implementation of digital signature technology is consistent with the state of the art. POC shall review and approve CORE security designs.
(i) CORE shall establish and enforce requirements that Registrars shall not register SLDs in the CORE-gTLDs for their own account or for accounts of an Affiliate for the purpose of trafficking in SLDs for sale, resale or transfer to applicants.
(j) CORE shall establish and enforce procedures and requirements for the payment by Registrars of the fees specified in Article 6(d)(ii) below for registration of SLDs.
Article 6. Registration Policies for SLDs in the gTLDS
The following rules shall apply to the registration of SLDs in the gTLDs by Registrars:
(a) Each Registrar may accept applications for the assignment of SLDs in any CORE-gTLD.
(b) Each Registrar may charge such fees, if any, as it determines, in its reasonable discretion, for the services it performs.
(c) Each Registrar shall enter into Registration Agreements and accept applications for the assignment of SLDs only on forms containing at least the requests for information and the legal language set forth in Appendix C to this CORE-MoU.
(d) No SLD shall be assigned to any entity until:
(i) the required application form has been satisfactorily completed and received and accepted by the Registrar; and
(ii) a fee per SLD which shall be established from time to time by CORE has been paid by the Registrar and received by CORE.
(e) No SLD shall be maintained in force beyond one year unless an annual maintenance fee which shall be established from time to time by CORE has been paid by the Registrar of the SLD and the fee has been received by CORE.
(f) SLDs shall be assigned to qualified applicants as provided in Article 5(f) above. No discriminatory conditions shall be imposed upon applicants. Registrars shall offer to each applicant the opportunity to publish the applicant's requested domain name for a period of up to 60 days before the assignment of the domain name takes effect. If this option is accepted, such fact shall be made a part of the permanent record of the applicant's domain name registration.
(g) CORE Registrars will not examine applications for second-level domain names for conformance with the policy stated in Article 2(f) above.
(h) CORE shall notify the Registrant, as well as the Registrar, prior to cancellation of any SLD for any reason.
Article 7. Disputes Between Domain Name Holders and Third Parties
(I) Applicant acknowledges that, by virtue of the provisions of the gTLD-MoU, any third party may challenge the assignment to or use by Applicant of the domain name before an Administrative Domain Name Challenge Panel ("ACP") in accordance with the WIPO ACP Rules. Applicant further acknowledges that the decisions of an ACP may determine rights of Applicant and/or other parties with respect to the assignment, registration and use of a particular domain name, and agrees to be bound by the ACP decisions.
(II) Applicant agrees that any dispute, controversy or claim ("Claim") between Applicant and a third party, arising out of or relating to this application for, and registration and use of, the domain name shall, upon the filing of a Request for Mediation by the third party with the WIPO Center, be submitted to on-line mediation in accordance with the WIPO On-Line Mediation Rules. Applicant further agrees that, to the extent (a) any such Claim has not been settled pursuant to such mediation within 30 days of the commencement of the mediation, or (b) before the expiration of such 30 day period, either party fails to participate or to continue to participate in the mediation, the Claim shall, upon the filing of a Request for Arbitration by the third party, be referred to and finally determined by on-line arbitration in accordance with the WIPO On-Line Expedited Arbitration Rules. Such arbitration procedure shall not be implemented if Applicant declines mandatory submission to arbitration by checking the box below. The language to be used in the mediation or arbitration shall be English, unless the parties agree otherwise. Whether or not the parties decide that an in-person hearing is necessary, the place of arbitration shall be deemed to be, unless the parties agree otherwise, either the location of Applicant as indicated in the Registration Agreement or the location of the Registrar, at the option of the third party.
Applicant declines a mandatory submission to arbitration in the case of Claims referred to in the paragraph above.
(a) The ACPs established pursuant to Section 8 of the gTLD-MoU shall operate in accordance with the procedural rules established by the WIPO Arbitration and Mediation Center (the "WIPO Center"), and shall apply the substantive guidelines set forth in Appendix D to this CORE-MoU.
(b) Registrars shall include in their Registration Agreements and application forms for assignment of SLDs the following paragraphs:
(c) Registrars and CORE shall cooperate with the WIPO Center by promptly providing any information or materials requested by the Center in the context of a domain name dispute, and shall be obligated to honor and implement all ACP decisions and the results of any WIPO arbitration and mediation proceedings concerning second level domain names in the CORE-gTLDs. The WIPO Center shall notify CORE and the relevant Registrar(s) of any results and decisions of ACP, mediation or arbitration proceedings that require action by CORE.
Article 8 . General Provisions and Review
(a) This CORE-MoU shall enter into force when signed on behalf of the iPOC.
(b) The Signatories agree to review periodically the results and consequences of their cooperation under this CORE-MoU and, when appropriate, consider the need for improvements in their cooperation, and communicate suitable proposals for modifying and updating the terms and scope of this CORE-MoU to the POC and PAB.
(c) The POC may initiate an amendment or amendments to this MoU only after consultation with the PAB and CORE. An amendment to this CORE-MoU shall enter into force when it has been signed on behalf of the POC; no other or additional signature shall be required.
(d) This CORE-MoU shall be governed by the laws of Switzerland.
(e) Any dispute, controversy or claim arising out of or relating to this CORE-MoU, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the Secretary General of the Permanent Court of Arbitration. There shall be a sole arbitrator. The place of arbitration shall be Geneva. The language to be used in the arbitral procedure shall be English. The dispute, controversy or claim shall be decided in accordance with Swiss law.
Article 9. Legal Terms and Conditions
Each signatory which intends to become a Registrar (referred to below as "Registrar" to distinguish it from iPOC) agrees as follows:
(a) For the purposes of these Legal Terms and Conditions, "Administrative Parties" means CORE, all other Registrars, POC (or iPOC as specified in the gTLD-MoU) and the PAB, and each of their directors, officers, members, employees, affiliates and representatives.
(b) Registrar affirms that it has the full power and authority, including any internal corporate approvals, necessary to operate as a Registrar.
(c) Registrar's activities under CORE will not (i) conflict with the certificate of incorporation, by-laws or other applicable governing document of Registrar, (ii) conflict with, or result in the breach or termination of, or constitute a default under, any lease, agreement, commitment or other agreement or instrument, or any order, judgment or decree, to which Registrar is a party or by which Registrar is bound, or (iii) constitute a violation by Registrar of any applicable law or regulation.
(d) Registrar waives all claims or other legal recourse against the Administrative Parties arising from or related to CORE activities, to the extent permitted by law.
(e) Registrar agrees to indemnify, defend and hold harmless the Administrative Parties from and against any and all liabilities, obligations, damages, deficiencies, losses, claims and expenses, including reasonable attorneys' fees and other expenses incurred in the investigation and defense of claims, actions or demands resulting from or arising out of any misrepresentation or breach of any term of this CORE-MoU by Registrar.
(f) Each Registrar agrees that any claim arising out of or relating to this CORE- MoU, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as are at present in force. The appointing authority shall be the Secretary General of the Permanent Court of Arbitration. There shall be a sole arbitrator. The place of arbitration shall be Geneva. The language used in the arbitral process shall be English. The claim shall be decided in accordance with Swiss law.
(g) Registrar shall have no right, title or interest in any gTLD or in any SLD in the CORE-gTLDs, other than those SLDs, if any, registered by the Registrar for use for its own account.
Done in Geneva:
On behalf of the interim Policy Oversight Committee:
David W. Maher, Chair
SIGNATURES OF REGISTRARS
Typed or Printed Name of Registrar
>> See also Appendices