This REGISTRY AGREEMENT (this “Agreement”) is entered into as of _, between Internet Corporation for Assigned Names and Numbers (“ICANN”), a California nonprofit public benefit corporation, and Amazon EU S.à r.l., a corporation formed under the laws of Luxembourg (“Registry Operator”).
ARTICLE 1: DELEGATION AND OPERATION OF TOP-LEVEL DOMAIN
1.1 Domain and Designation: The Top-Level Domain to which this Agreement applies is (the “TLD”). Upon the Effective Date and until the earlier of the expiration of the Term (as defined in Section 4.1) or the termination of this Agreement pursuant to Article 4, ICANN designates Registry Operator as the registry operator for the TLD, subject to the requirements and necessary approvals for delegation of the TLD and entry into the root-zone.
1.2 Technical Feasibility of String: While ICANN has encouraged and will continue to encourage universal acceptance of all top-level domain strings across the Internet, certain top-level domain strings may encounter difficulty in acceptance by Internet Service Providers (ISPs) and web hosters or validation by web applications. Registry Operator shall be responsible for ensuring the technical feasibility of the TLD string prior to entering into this Agreement.
1.3 Representations and Warranties:
(a) Registry Operator's Representations:
i. All material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects at the time made, and such information or statements continue to be true and correct in all material respects as of the Effective Date except previously disclosed in writing by Registry Operator to ICANN.
ii. Registry Operator is duly organized, validly existing, and in good standing under the laws of its jurisdiction set forth in the preamble hereto, and has all requisite power and authority and has obtained all necessary approvals to enter into and duly execute and deliver this Agreement.
iii. Registry Operator has delivered to ICANN a duly executed instrument securing the funds required to perform registry functions for the TLD in the event of the termination or expiration of this Agreement (the “Continued Operations Instrument”), which is a binding obligation of the parties thereto, enforceable against them in accordance with its terms.
(b) ICANN's Representations: ICANN represents and warrants that it is a nonprofit public benefit corporation duly organized, validly existing, and in good standing under the laws of the State of California, United States of America. ICANN has all requisite power and authority and has obtained all necessary corporate approvals to enter into and duly execute and deliver this Agreement.
ARTICLE 2: COVENANTS OF REGISTRY OPERATOR
Registry Operator covenants and agrees with ICANN as follows:
2.1 Approved Services; Additional Services: Registry Operator shall be entitled to provide the Registry Services described in clauses (a) and (b) of the first paragraph of Section 2.1 in Specification 6 attached hereto (“Specification 6”) and such other Registry Services set forth on Exhibit A (collectively, “Approved Services”). If Registry Operator desires to provide any Additional Service (defined as a service not an Approved Service or a material modification to an Approved Service), it shall submit a request for approval pursuant to the Registry Services Evaluation Policy at http://www.icann.org/en/registries/rsep/rsep.html, as such policy may be amended from time to time in accordance with ICANN's Bylaws. Upon any such approval, such Additional Service shall be deemed a Registry Service under this Agreement.
2.2 Compliance with Consensus Policies and Temporary Policies: Registry Operator shall comply with and implement all Consensus Policies and Temporary Policies found at , as of the Effective Date and as may in the future be developed and adopted in accordance with ICANN's Bylaws, provided such future Consensus Policies and Temporary Policies are adopted in accordance with the procedure and relate to those topics and subject to those limitations set forth in Specification 1 attached hereto (“Specification 1”).
2.3 Data Escrow: Registry Operator shall comply with the registry data escrow procedures set forth in Specification 2 attached hereto (“Specification 2”).
2.4 Monthly Reporting: Within twenty (20) calendar days following the end of each calendar month, Registry Operator shall deliver to ICANN reports in the format set forth in Specification 3 attached hereto (“Specification 3”).
2.5 Publication of Registration Data: (Omitted for brevity, but generally addressing the publication and availability of registration data.)
