Supplementary Agreement for Donuts Generic Top-Level Domain Names

Supplementary Agreement for Donuts Generic Top-Level Domain Names
Version Date: May 4, 2016

1. Donuts TLDs: This Supplementary Agreement applies to domain names registered or proposed to be registered in any of the generic top level domains listed in Schedule 1 to this Supplementary Agreement (each a “Donuts TLD”), which are administered by Donuts Inc. (“Donuts”) or one of Donut’s affiliates.

2. Interpretation: For all Services provided by Webnames.ca relating to domain names registered or proposed to be registered in an Donuts TLD, the Webnames.ca Terms of Use and Services Agreement (available by clicking here), the Supplementary Agreement for Domain Name Transactions (available by clicking here), the Supplementary Agreement for ICANN Top-Level Domain Names (available by clicking here) and this Supplementary Agreement for Donuts Generic Top-Level Domain Names (this “Supplementary Agreement”) together constitute and are referred to as “this Agreement”. If there is a conflict between this Supplementary Agreement and any of the Webnames.ca Terms of Use and Services Agreement, the Supplementary Agreement for Domain Name Transactions or the Supplementary Agreement for ICANN Top-Level Domain Names, then this Supplementary Agreement will take priority and govern.

3. Definitions: In this Supplementary Agreement:

(a) “Application” means an application or request that You submit through Webnames.ca to the relevant Registry Operator for a Registration or for a renewal or modification of a Registration.

(b) “Generic Domain Name” means a domain name registered or proposed to be registered in a Donuts TLD.

(c) “ICANN Requirements” means the policies and requirements adopted from time to time by ICANN, including the Consensus Policies (posted at www.icann.org/en/general/consensus-policies.html) and each of the following: Trademark Clearinghouse and Trademark Claims Service, the Trademark Post-Delegation Resolution policies and procedures, the Registry Restrictions Dispute Resolutions Procedure, the Public Interest Commitment Dispute Resolutions policies and procedures and the Uniform Rapid Suspension System (each as defined in the Registry Agreements between Donuts or a Registry Operator and ICANN for the operation of the relevant Donuts TLD), as amended from time to time, and as posted on the ICANN website at http://www.icann.org/en/about/agreements/registries.

(d) “Registration” means the registration of a Generic Domain Name that has been accepted by the relevant Registry Operator.

(e) “Registry Operator” means the entity responsible for the operation of the registry for the relevant Donuts TLD as set forth in Schedule 1 to this Supplementary Agreement.

(f) “Registry Policies” means the rules, protocols, policies or procedures, including the Registry Terms and Conditions and the Registry-Registrar Agreement, adopted or amended from time to time by either Donuts or the relevant Registry Operator, as posted on either the Donuts website at www.donuts.co or the website of the relevant Registry Operator.

(g) “Registry-Registrar Agreement” means the agreement between the Registry Operator for the relevant Donuts TLD and domain name registrars, as amended from time to time.

(h) “Registry Terms and Conditions” means the terms and conditions that govern the registration and use of a Generic Domain Name, the relevant Donuts TLD and related matters, as established and revised from time to time by the Registry Operator for the relevant Donuts TLD and made available by the Registry Operator on either the Donuts website at www.donuts.co or the website of the relevant Registry Operator.

(i) "Regulated and Highly Regulated Domains" mean domains identified in Schedule 2 as Regulated and Schedule 3 as Highly Regulated and are subject to additional requirements mandated by ICANN.

(j) All other capitalized terms are defined elsewhere in this Supplementary Agreement, in the Webnames.ca Terms of Use and Services Agreement (available by clicking here) or in the relevant Registry Policies.

4. Extended Definitions: In this Agreement: (a) “Domain Name Registry Authorities” include Donuts and each Registry Operator and their respective successors and assigns; and (b) “Domain Names” includes a Generic Domain Name.

5. Acceptance of the Agreement: By submitting an application for registration or renewal of a Registered Name, You unconditionally accept and agree to this Agreement (which is comprised of the Webnames.ca Terms of Use and Services Agreement, the Supplementary Agreement for Domain Name Transactions, the Supplementary Agreement for ICANN Top-Level Domain Names and this Supplementary Agreement) and all other policies and terms and conditions incorporated into this Agreement by reference.

6. Registry Terms and Conditions: Without limiting the generality of any other provision of this Agreement, You acknowledge and agree that all Services regarding a Generic Domain Name are subject to the Registry Terms and Conditions that govern the relevant Donut TLD and related Registry Policies. By submitting an Application, You unconditionally accept and agree to comply with the Registry Terms and Conditions that govern the relevant Donut TLD and all related Registry Policies as if all references in the Registry Terms and Conditions and Registry Policies to “Applicant”, “Registrant” and similar terminology (as applicable) are references to You. For greater certainty, the Registry Terms and Conditions for each Donut TLD may be revised from time to time by the Registry Operator and are available on the Donuts website at www.donuts.co.

7. Your Certification: Without limiting the generality of any other provision of this Agreement, by submitting an Application You certify, represent and warrant that the Application is compliant with all applicable provisions of the relevant Registry Terms and Conditions and related Registry Policies.

8. Consent to Use of Personal Information: Without limiting the generality of any other provision of this Agreement, You hereby consent to Webnames.ca disclosing Your personal information to Donuts and relevant Registry Operators as required for Webnames.ca to provide Services relating to Generic Domain Names. Webnames.ca is not responsible or liable for the use of Your personal information by Donuts or Registry Operators. The Donuts privacy policy is available on the Donuts website at www.donuts.co. Donuts may revise its privacy policy from time to time. Donuts and Registry Operators may from time to time use Your personal information provided by Webnames.ca for statistical analysis, provided that the analysis will not disclose individual non-public personal data and that non-public personal data is used by Donuts only for internal business purposes. To the extent permitted by applicable law, You consent to the use, copying, distribution, publication, modification and processing of Your personal information by Donuts and each Registry Operator.

9. Prohibited Conduct: Without limiting the generality of any other provision of this Agreement, You will not distribute malware, abusively operating botnets, phishing, privacy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting or otherwise engage in activity contrary to applicable law. If You engage in any of the prohibited activities listed above in this section 9, then Webnames.ca in its discretion may immediately suspend Your use of Generic Domain Names and all related Services without notice or liability to You or any other person.

10. Indemnity: Without limiting the generality of any other provision of this Agreement, within thirty (30) days after demand by Webnames.ca, Donuts or a Registry Operator, You will indemnify, defend and hold harmless each of Webnames.ca, Donuts, Registry Operators and their respective service providers and each of their respective affiliates and subsidiaries, and each of their respective owners, directors, managers, officers, employees, contractors, service providers and agents, from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses (including on appeal), arising out of or related in any way to: (a) Your Application or Registration, including without limitation the use, registration, extension, renewal, deletion or transfer of a Generic Domain Name or the violation of any applicable terms or conditions (including Registry Terms and Conditions and Registry Policies) governing an Application or Registration; or (b) Your breach of this Agreement. You will not enter into a settlement or compromise of a claim that You are obligated to defend pursuant to this section 10 without Webnames.ca’s prior written consent, which consent will not be unreasonably withheld. This section 10 will survive the expiration or termination of this Agreement for any reason.

11. Information Verification: Without limiting the generality of any other provision of this Agreement, You agree that Donuts and a Registry Operator is entitled, at any time, to verify the truth, accuracy and completeness of any information that You provide, directly or indirectly through any other person (including Webnames.ca), to Donuts or the Registry Operator (collectively, “Registrant Information”). You will comply and cooperate with Donuts and the Registry Operator in connection with a verification of Registrant Information, and You will furnish all available documentation as Donuts or the Registry Operator may reasonably require to complete the verification. Without limiting the generality of any other provision of this Agreement, You will promptly submit to Webnames.ca any corrections or updates to Registrant Information.

.GMBH Registrant Eligibility: Registrants in .GMBH should, upon request by the Registrar or Registry, be able to demonstrate designation, or pending designation, as a GmbH (Gesellschaft mit besechränkter Haftung) limited liability entity whose existence can be validated with the respective public authorities in Austria, Germany, Liechtenstein or Switzerland.

.doctor Registrant Verificaiton: Registrants of .doctor domains who hold themselves out to be licensed medical practitioners must be able to demonstrate to the Registrar and Registry, upon request, that they hold the applicable license.

12. Restrictions on Generic Domain Names: Without limiting the generality of any other provision of this Agreement, You will comply with: (a) ICANN standards, policies, procedures and practices (including the ICANN Requirements) limiting the domain names that may be registered in the Donuts TLDs; and (b) all applicable Registry Terms and Conditions and Registry Policies and all applicable statutes and regulations limiting the domain names that may be registered in the Donuts TLDs.

13. ICANN Requirements: You acknowledge and agree that Services regarding Generic Domain Names are subject to modification at any time, without notice of liability to You, as a result of ICANN Requirements.

14. Reservation of Rights by Donuts and Registry Operators: Without limiting the generality of any other provision of this Agreement, You acknowledge and agree that Donuts and each Registry Operator reserves the right to deny, suspend, cancel or transfer any Registration or transaction relating to a Generic Domain Name, or place any Generic Domain Name or transaction relating to a Generic Domain Name on registry lock, registry hold or similar status that Donuts or the Registry Operator in its discretion deem necessary: (a) to protect the integrity and stability of the Donuts TLD registries or registry systems; (b) to comply with any applicable laws, government rules or requirements, or requests of law enforcement, or as needed before, during or after any dispute resolution process; (c) to comply with the terms of any agreement between ICANN and Donuts or the Registry Operator; (d) if You fail to keep WHOIS information accurate and current; (e) if the Generic Domain Name violates a Registry Policy (e.g. Acceptable Use and Anti-Abuse Policy) or a third party’s rights (including the infringement of any copyright or trademark) or acceptable use policies; (f) to avoid any liability, civil or criminal, on the part of Donuts or a Registry Operator or any of their respective affiliates, subsidiaries, officers, directors and employees; (g) in accordance with this Agreement; (h) for violations of any agreement between Webnames.ca and Donuts or the Registry Operator; or (i) to correct mistakes made by any of Donuts, a Registry Operator, Webnames.ca or any other domain name registrar. You further acknowledge and agree that Donuts and each Registry Operator reserve the right to place a Generic Domain Name on registry lock, registry hold or similar status during resolution of a dispute.

15. Dispute Resolution: Without limiting the generality of any other provision of this Agreement, You will comply with the dispute resolution procedures set forth in ICANN’s Uniform Rapid Suspension System (URS) [currently accessible at http://newgtlds.icann.org/en/applicants/urs], ICANN’s Uniform Domain Name Dispute Resolution Policy (UDRP) [currently accessible at http://www.icann.org/en/help/dndr/udrp/policy], and ICANN’s Post-Delegation Dispute Resolution Procedures (PDDRP) [currently accessible at http://newgtlds.icann.org/en/program-status/pddrp], each as applied and amended from time to time, and the relevant Registry Operator’s dispute resolution procedures, including any applicable Domain Name Application Appeals Process (AAP), each as applied and amended from time to time, and You will abide by any determinations made as part of any of those dispute resolution procedures.

16. Disclaimer of Warranties: Without limiting the generality of any other provision of this Agreement, You acknowledge and agree as follows: (a) the services provided by Donuts and Registry Operators are provided “as-is” and without any warranty or condition of any kind; (b) Donuts and each Registry Operator disclaim all warranties and conditions, express or implied, including implied warranties and conditions of merchantability or satisfactory quality, fitness for a particular purpose and infringement of third party rights; (c) Donuts and Registry Operators do not warrant that the services provided by Donuts and Registry Operators will meet Your requirements or will be uninterrupted or error-free, or that defects will be corrected; (d) Donuts and Registry Operators do not warrant or make any representations regarding the use or results of the services provided by Donuts and Registry Operators in terms of correctness, accuracy, reliability, or otherwise.

17. Standard Applications/Registrations:

(a) Your Representations and Warranties: Without limiting the generality of any other provision of this Agreement, by submitting an Application or when modifying a Registration, You represent, warrant and acknowledge that: (i) the Application or Registration contains true, accurate and up-to-date information, and is made in good faith, for a lawful purpose and does not infringe the rights of any third party; (ii) You will participate in good faith in any proceedings as described in the Registry Terms and Conditions or the Registry-Registrar Agreement; and (iii) You accept and will abide by the Registry Policies.

(b) Registry’s Rights: Without limiting the generality of any other provision of this Agreement, You acknowledge and accept that each Registry Operator will be entitled, but not obligated, to reject an Application or Registration, or to delete, revoke, suspend, cancel or transfer a Registration: (i) to enforce Registry Policies and ICANN Requirements, each as amended from time to time; (ii) that is not accompanied by complete and accurate information, or where required information is not updated or corrected, as required by ICANN Requirements or Registry Policies; (iii) to protect the integrity and stability of the SRS (defined in the Registry Terms and Conditions) or the operation or management of the registry; (iv) to comply with applicable laws, regulations, policies or any holding, order, or decision by a competent court or administrative authority, or any dispute resolution service provider the Registry Operator may retain to oversee the arbitration and mediation of disputes; (v) to establish, assert, or defend the legal rights of the Registry Operator or a third party, or to avoid any actual or potential civil or criminal liability on the part of or damage to the Registry Operator or its affiliates, subsidiaries, contracted parties, officers, directors, representatives, employees, contractors, and stockholders; (vi) to correct mistakes made by the Registry Operator or any registrar (including Webnames.ca) in connection with a Registration; or (vii) as otherwise provided in the Registry Terms and Conditions and the Registry-Registrar Agreement.

18. Sunrise Applications/Registrations: Without limiting the generality of any other provision of this Agreement:

(a) Definitions: In this Supplementary Agreement: (i) “Sunrise” has the meaning set forth in the applicable Registry Terms and Conditions; (ii) “Sunrise Application” means an Application made during Sunrise; and (iii) “Sunrise Registration” means a Registration resulting from a Sunrise Application.

(b) Your Representations and Warranties: Without limiting the generality of any other provision of this Agreement, by submitting a Sunrise Application, or when modifying a Sunrise Registration, You represent, warrant and acknowledge that: (i) the Sunrise Application or Sunrise Registration contains true, accurate and up-to-date information, and is made in good faith, for a lawful purpose and does not infringe the rights of any third party; (ii) You will participate in good faith in any proceedings described in the Registry Terms and Conditions or the Registry-Registrar Agreement; (iii) the Registry Operator or its agents are authorized to share information to the TMCH (defined in the Registry Terms and Conditions), other Sunrise applicants, or the general public relating to Your Sunrise Application; and (iv) You accept and will abide by the Registry Policies.

(c) Registry’s Rights: Without limiting the generality of any other provision of this Agreement, You acknowledge and accept that each Registry Operator will be entitled, but not obligated, to reject a Sunrise Application or Sunrise Registration, or to delete, revoke, suspend, cancel or transfer a Sunrise Registration: (i) to enforce Registry Policies and ICANN Requirements, each as amended from time to time; (ii) that is not accompanied by complete and accurate information, or where required information is not updated or corrected, as required by ICANN Requirements or Registry Policies; (iii) to protect the integrity and stability of the SRS (defined in the Registry Terms and Conditions) or the operation or management of the registry; (iv) to comply with applicable laws, regulations, policies or any holding, order, or decision by a competent court or administrative authority, or any dispute resolution service provider the Registry Operator may retain to oversee the arbitration and mediation of disputes; (v) to establish, assert, or defend the legal rights of the Registry Operator or a third party, or to avoid any actual or potential civil or criminal liability on the part of or damage to the Registry Operator or its affiliates, subsidiaries, contracted parties, officers, directors, representatives, employees, contractors, and stockholders; (vi) to correct mistakes made by the Registry Operator or any registrar (including Webnames.ca) in connection with a Sunrise Registration; (vii) if the Registry Operator receives notice that the SMD File (defined in the Registry Terms and Conditions) is under dispute; or (viii) as otherwise provided in the Registry Terms and Conditions and the Registry-Registrar Agreement.

d) Other launch periods: Without limiting the generality of any other provision of this Agreement, You agree to be bound by the terms and conditions of the initial launch, including all launch periods of each TLD as may be implemented by the Registry or Registry Operator. You further acknowledge that the Registrar, Registry and Registry Operator have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to any launch period, including, without limitation: (i) the ability or inability of a registrant to obtain a Registered Name during these periods, and (ii) the results of any dispute over a Sunrise Registration.

19. Safeguards for Regulated Domains: Without limiting the generality of any other provision of this Agreement,

(a) Legal Compliance: You will comply with all applicable laws, including laws relating to privacy, data collection, consumer protection (including in relation to misleading and deceptive conduct) and applicable consumer laws in respect of fair lending, debt collection, organic farming (if applicable), disclosure of data and financial regulations;

(b) Health and Financial Information: You acknowledge and agree that registrants who collect and maintain sensitive health and financial data must implement reasonable and appropriate security measures commensurate with the offering of those services, as defined by applicable law;

19.1 Safeguards for Highly Regulated Domains: In addition to 19 (a) and (b), and without limiting the generality of any other provision of this Agreement,

(a) Abuse Contact Information: You must provide administrative contact information, which must be kept up-to-date, for the notification of complaints or reports of registration abuse, as well as the contact details of the relevant regulatory, or industry self-regulatory, bodies in your main place of business;

(b) Possession of Necessary Credentials: You must represent that the Registrant possesses any necessary authorizations, charters, licenses and/or other related credentials for participation in the sector associated with such Highly Regulated TLD; and

(c) Report Material Changes to Credentials: You must report any material changes to the validity of the Registrant’s authorizations, charters licenses and/or other related credentials for participation in the sector associated with the Highly Regulated TLD to ensure the Registrant continues to conform to the appropriate regulations and licensing requirements and generally conduct your activities in the interests of the consumer you serve.

20. Fees:

(a) General: The fees payable for Services relating to Generic Domain Names, including fees for Applications and Registrations, are as set forth on Webnames.ca’s Websites and are subject to change by Webnames.ca from time to time. Fees are not refundable under any circumstances, unless this Agreement or Webnames.ca’s Websites expressly state otherwise. Certain fees (such as fees relating to Sunrise Applications) are payable regardless of the outcome of the Service (e.g., even if the Sunrise Application does not result in a Sunrise Registration).

(b) Variations/Changes: Without limiting the generality of any other provision of this Agreement, You acknowledge and agree that Registrations are variably priced (i.e. some are “Standard Names” and others are “Premium Names”), and that renewals of Registrations are also variably priced, and that fees for Registrations may change from time to time (e.g. the fee for a Registration may be higher during an early access period than during a later period and may change during an early access period). For greater certainty, the fee for registering or renewing the Registration of a specific Generic Domain Name may be different from the fee for registering or renewing the Registration of a different Generic Domain Name (e.g. the renewal registration fee may be $7 for one Generic Domain Name and $13 for a different Generic Domain Name). Each of Donuts, Registry Operators and Webnames.ca reserve the right to increase the initial registration fee for an unregistered Generic Domain Name or to increase the renewal fee for a registered Generic Domain Name.

21. Liability Limitation: Without limiting the generality of any other provision of this Agreement, You acknowledge and agree as follows: (a) to the extent permitted under governing law, a Registry Operator will only be liable in cases of proven willful misconduct or gross negligence; (b) in no event will a Registry Operator be held liable for any indirect, consequential or incidental damages or loss of profits, whether contractual, based on tort (including negligence) or otherwise arising, resulting from or related to Registrations, DPML Blocks (defined in the Registry Terms and Conditions), or use of the SRS or the Registry Website, even if the Registry Operator has been advised of the possibility of such loss or damages, including but not limited to decisions taken by the Registry Operator to register or not to register a Generic Domain Name on the basis of information from the TMCH (defined in the Registry Terms and Conditions); (c) to the extent allowed under applicable law, a Registry Operator’s aggregate liability for damages will in any case be limited to the amounts specified in the Registry-Registrar Agreement, and no greater or other damages (such as any fees payable or paid by Webnames.ca in the context of any proceedings initiated against a decision by the Registry Operator to register or not to register a Generic Domain Name) may be claimed by You from the Registry Operator. For the purposes of this section 20, the term “Registry Operator” includes Donuts and each of the Registry Operator’s stockholders, directors, employees, members, subcontractors, the TMCH and each of their respective directors, agents and employees.

22. Indemnity by You: Without limiting the generality of any other provision of this Agreement, You will hold the Registry Operator harmless from claims filed or disputes initiated by third parties, and You will compensate the Registry Operator for any costs or expenses incurred or damages for which the Registry Operator may be held liable as a result of third parties taking action against the Registry Operator on the grounds that an Application for or the Registration, DPML Block, or use of the SLD (defined in the Registry Terms and Conditions) by You infringes the rights of a third party. For the purposes of this section 21, the term “Registry Operator” includes Donuts and each of the Registry Operator’s stockholders, directors, employees, members, subcontractors, the TMCH and each of their respective directors, agents and employees. This section 22 will survive the expiration or termination of this Agreement for any reason.

23. Third Party Beneficiaries: Notwithstanding anything in this Agreement to the contrary:

(a) Donuts and each Registry Operator are and will remain intended third party beneficiaries of this Agreement. You acknowledge that Donuts and each Registry Operator will rely on their third party beneficiary rights under this Agreement in agreeing to Webnames.ca being a registrar for Donuts TLDs and in providing services to You or for Your benefit. For greater certainty, You acknowledge and agree that this Agreement is for the benefit of Donuts and each Registry Operator but does not give rise to any obligations on the part of Donuts or any Registry Operator. Donuts and each Registry Operator may assign their respective rights and benefits under this Agreement to a subsequent registry operator of a Donuts TLD.

(b) Donuts and Registry Operators and their affiliates and their respective managers, directors, employees, contractors and agents (including the TMCH and the Auction Provider) are not parties to this Agreement.

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Schedule 1 – Registry Operators

The Donuts TLDs and the corresponding responsible Registry Operators are as follows:
(Donuts may add or subtract from this list at its sole discretion)

Schedule 2 – Regulated Domains

Schedule 3 -Highly Regulated Domains