NICLINE AGREEMENT FOR RSP Ref.: RSP211008

[This translation is provided by NicLine Internet, S.L. as a courtesy. However, the RSP should take into account that the original language of the RSP’s Service Agreement is the Spanish language. In case of any dispute arising from the interpretation of its contents, the Spanish text will prevail and shall be admissible as evidence]

On the one hand, NicLine Internet S.L.U. (hereinafter nicline.com), with Tax Number: B-26350322 and registered office at C/ Barrera nº 22, 1º, Logroño, 26005 (La Rioja), a Sole Proprietorship Limited Liability Company incorporated in Logroño before the notary public, Mr. Juan García-Jalón de la Lama, a member of the Professional Association of Notary Publics, and entered in the Companies Registration Office of La Rioja in volume 540, sheet 1 and page LO-8718, 1st entry.

On the other hand, the Registry Service Provider (RSP), an individual or body corporate with which nicline.com establishes a commercial activity by means of this contract. After being informed of the characteristics of this service, the RSP acknowledges, understands and freely accepts this contract.

Both parties acknowledge that the other party is legally empowered to enter into this contract and,

WHEREAS

I. The RSP is a company whose corporate purpose is to offer and provide its own or third party services, related to domain names in the Internet.

II. Nicline.com is a company specialising in registering/renewing domain names and is accredited by the ICANN (Internet Corporation for Assigned Names and Numbers) to register Top Level Domains (TLD).

III. The RSP is interested in carrying out operations relating to domain names for third parties using nicline.com applications.

The parties therefore acknowledge that they are mutually empowered to be bound by this contract, subject to the following

CLAUSES

ONE.- DEFINITIONS

RSP: an individual or body corporate that is sufficiently legally empowered to enter into this contract and carry out operations relating to second level generic domain names through nicline.com.

Wholesaler: an individual or body corporate client of the RSP, whom will dispose of his/her own extranet to manage his domains, including the option to automate all the management processes for the domain names, and personalize all the tools.

Contract: it contains all the clauses contained in this document and in any annexes that may be entered into and attached hereto, with the prior agreement in writing of the contracting parties.

CURRENT LEGISLATION FOR COMPETENT REGISTRARS AND REGISTRIES (of the second level domain names under the relevant extension) SHALL BE COMPLIED WITH and, therefore, may condition the way that nicline.com provides the service; this legislation shall also be used to interpret any clauses herein that it affects relating to domains, registration, renewal, transfer, resolving disputes, change of ownership, change of registrar, but shall not affect the very contractual relationship created between nicline.com and the RSP.

Domain name: set of characters that identify an Internet website with an address (IP).

Internationalized Domain Names – IDN: are domain names capable of supporting multilingual characters different from the English language.

.es - IDN: capable domains are Second and Third Level domains under the corresponding Spanish country code – dot es.  These are characters different from the English language such as:

IP (Internet Protocol): set of rules that govern data transmission through the net.

Domain name related operations: refers to various actions that can be carried out with domain names through nicline.com after payment has been made for them, and they are: registration if the name is available, their renewal and change of registrar.

Annual accumulated balance: total amount reloaded to the RSP debit account for any kind of service within the 365 day period (this value is updated daily and on each RSP account reloading).

Holder and/or Registrant of the domain name (hereinafter “holder”): an individual or body corporate that acquires the right to use the domain name chose and granted only for the addressing purposes in the Internet domain name system during the period set by the competent Registrar.

Registrar: National or International, public or private registrant authority or entity, authorised by the ICANN to manage domain names and publish, through the WHOIS website, the requested information on the holder, contacts and DNS of the domains that it administers.
Information on generic domain registrars:
http://www.icann.org/registrars/accredited-list.html

Registry: Private or public entity, authorised by the ICANN, that manages and maintains the relevant database for each Top Level Domain.

ICANN: Internet Corporation for Assigned Names and Numbers, non-profit corporation that was set up to assume responsibility, among other duties, regarding the location of the IP addresses, the protocol allocation, the server and domain system addresses, in short, to ensure the operating and stability in the network.

DNS change: DNS change is taken to be the technical transfer of the DNS of a domain name.

EURid: A non-profit organisation, which has been selected by the European Union to operate the top level domain .eu (http://www.eurid.eu/).

DNS .be: non-profit organization  in charge for the .be extension (Belgium).

Red .es: is the Spanish Public Registry responsible for managing and registering the Spanish ccTLD .es extension.

Fundació puntCAT is an ICANN-accredited non-profit foundation responsible for establishing registration requirements for domain names in the .cat TLD (http://www.domini.cat/).

DNS (Domain Name System): Domain name system in the Internet sphere in charge of translating domain names into IP addresses.

DNS change: Technical transfer of the DNS for a domain name.

Administrative contact: individual or body corporate in charge of managing a domain name.

Payment contact: payment of the domain to the relevant registrar.

Technical contact: individual or body corporate in charge of the operating of the Domain Name Servers.

WHOIS: is a public-access, interactive online tool that provides information regarding the ownership, contact data and availability of a domain name or an IP address.

Control panel: is a technical tool developed by nicline.com and which is allocated to each RSP. This allows the RSP to consult, control and manage the data relating to its contractual relationship with nicline.com, as well as its own wholesalers, balance of remaining operations, invoices, etc.

Extranet: It is a technical tool developed by nicline.com which is facilitated to the RSP so that the latter may deliver it, if it so desires, to its distributors and may control the operations relating to the domain names of each of its distributors (as many extranets are facilitated as the number of distributors that each RSP has).

Login and password: a system that allows the authentication of the RSP in order for the RSP to access the control panel and in order to request help and information on the contracted service, in other words, it is a system that guarantees that access to the contracted services, data and information is secure, reliable and truthful, and is always provided by the RSP. Nicline.com uses these systems in order to identify, authenticate and verify the person of the RSP.

TWO.- PURPOSE

The purpose of this contract is aimed at regulating the conditions pursuant to which nicline.com provides the RSP the operations relating to the domain names, regulates how the RSP is to request the operations relating to the aforementioned domain names, the use of the applications developed by nicline.com for that purpose, as well as establishing the conditions and the form of payment by the RSP to nicline.com.

The operations relating to the domain names that are regulated by the clauses of this contract solely and exclusively refer to the second level domain names under.com, .net, .org, .info, .biz, .ws, .eu, .mobi, .be, .cat, .es, .com.es, .nom.es, .org.es and IDNs under . es, .com.es, .nom.es and .org.es.

THIRD.- COMING IN FORCE AND TERM OF THE CONTRACT

The term of this contract is one year from the payment of the fixed annual cost established in the first section of clause four herein and access has been provided to the various tools provided by nicline.com to the RSP in order to manage and develop the purpose of this contract.

At the end of the contract, it shall be tacitly renewed for equal periods by means of paying the following invoice with the fixed annual payment.

Should one of the parties not wish to renew this contract, notice is to be given in writing at least 30 days before the date of the end of the contract or its successive renewals, where applicable.

FOUR.- PRICE AND TERMS OF PAYMENT

4.1 The access to the tools that nicline.com makes available to the RSP for the management of all the domain name related operations envisaged herein and their temporary availability has an annual fixed cost of  $99 (US dollars). The payment of this amount will be made by Credit Card or by bank transfer.

The data regarding the payment method, either bank transfer or credit card, will be provided to the RSP once the service has been ordered and this agreement has been signed.

At the end of the initial contracting period, as it is envisaged in the previous clause, or the successive renewals, where applicable, the new annual fixed price will be notified to the RSP in sufficient time, should it have been changed, so that the RSP may request the non-renewal of the contract should it not accept the new price.

The contract that contains the new price terms shall be formalised in writing. Should there have been no change with respect to what is envisaged herein or with respect to the latest amendment attached hereto, it shall not be necessary to have written proof of the negotiation held regarding this aspect.

4.2 The RSP shall pay in advance the full price set for each operation in accordance with the total amount reloaded in its debit account the within the last 365 day period, according to the following levels:

(*) The currency will vary according to the Registry for each domain name, and in each case will be converted from dollars and/or euros according to the official currency exchange rate of the day.

The amount to be reloaded to the RSP debit account must be higher or equal to $300 (US dollars).

The reloading of the RSP account can be affected through bank transfer or TPV.  In the latter case prior to payment, the accounts department of Nicline has to be informed and authorization has to be issued.

The amount to be reloaded to the RSP debit account will be calculated once deduced the financial expenses and/or commissions derived from the bank transferences or from the TPC payments, which will be supported by the RSP.

The amount to be reloaded to the RSP debit account will be the entire amount given by the RSP, including, where appropriate according to the law, the applicable sales tax like value added tax, consumption tax, goods and services tax or whatever equivalent.

The price of the operations is subject to applicable taxes.

4.3 The change of registrar towards nicline.com counts as if it were an operation and/or service relating to domain names. This fact includes the one year extension in the domain name renewal period from the expiry date, payment of which shall also be made in advance.

4.4 Every transaction related to domain names .com, .net, .org, .info, .biz, .mobi, .ws, .es, .com.es, .nom.es, .org.es and IDN-capable extensions - .com.es, .nom.es and .org.es will be considered valid for a one year period, from date to date, starting from expiry date with a maximum period of ten years.

The expiry date of .eu and .be is of one year, starting from the day of registration, untill the 15th of the month of expiration.  These domain names can only be registered and renewed for one year.

All the .cat domain names requested with a specific .cat code granted by Fundació puntCAT and/or nicline.com can only be registered for one single year from date to date.  Should .cat domain names be requested through the post validation procedure they can be registered from one to ten years and always from date to date.

4.5 Change of registrar to nicline .com, shall be treated as a domain name transaction.  This will extend the renewal period of the domain name for another year, as from the day the transfer is performed. The cost of this operation will be payable in advance.

Whereas .eu and .be domain names, shall be renewed from date of transfer, to the 15th day of the same month of the following year.

4.6 The change of ownership of the.com, .net, .org, .info, .biz, .mobi, .ws, .es, .com.es, .nom.es, .org.es and IDN-capable extensions - .com.es, .nom.es and .org.es domain registered with nicline.com is free of charge.

The change of ownership for .eu and .be domains, will effect the expiry date, with regards to the time the transfer is made and not to the previous expiry date .Therefore new expiry will be one year form transfer date and has the same cost of a renewal.

4.7 In the case that .com, .net, .info, .biz, .mobi, .ws and .cat domain is not renewed, close to its expiry date, before it is set free, goes through the following phases:

Nicline.com does not guarantee the effective retrieval of the domain, and does not take responsibility for any consequences of such happenings.

The .eu  and .be domain names which are not renewed at their expiry, will be put on hold for the next 40days.  If it is not reactivated by this time, it will once again be set free in the general registry.  In this case the cost of reactivation is:

All .es domain names not renewed before expiration date will result in the technical inactivity of the domain fifteen (15) days after expiration date which means that the .es domain will be free for registration thirty (30) days after expiration date.  During this thirty-day period renewal price will be the same as registration price.

4.8 Should there be a modification in the rates as the result of a decision by the ICANN, the relevant Registrar and/or Registry or for market causes which would force nicline.com to vary the price of the operations and/or services relating to the domain names, the RSPs are to be informed of this and the prices of the operations relating to the domain names will be adjusted.

According to the discount table, the price relating to the domain names will appear in the service control panel, together with a graph on the annual reloading evolution.

The graph and the price are updated daily and on each RSP account reloading. The equivalent price in euro is also shown at the RSP control panel according to the official daily conversion rate.

4.9 Once a reloading is carried out, the customer may permanently obtain the relevant invoice through the customer control panel.

4.10 Should nicline.com receive a request for an operation relating to the domain names once the RSP debit account balance has run out, nicline.com shall not proceed to carry out the relevant processes and nicline.com shall not be liable in this regard.

N.B.: this section is highly important in particular with respect to the renewal operation of the domain name as the domain name will not be renewed if there is no balance for the operations.

FIVE.- OBLIGATIONS OF THE RSP

5.1 The RSP is to comply with all the terms and conditions envisaged herein where exercising its professional activity and is to also act in line with the law and in good faith. In particular, the RSP is to fulfil THE OBLIGATION TO NOTIFY ANY RELEVANT OBLIGATIONS TO THE HOLDER OF THE DOMAIN NAME OR ENSURE THAT THE LATTER BE INFORMED AND OBTAIN HIS CONSENT, WHEN SO REQUESTED BY THE COMPETENT ENTITIES.

In order to facilitate this task, nicline.com attaches a document hereto, which is published at www.nicline.com, which basically sets out, without it being an exhaustive list, the obligations corresponding to the domain name holder with respect to the competent entities and which the RSP undertakes to transmit to the holder.

5.2 The RSP is to make the detailed payment for the service, as envisaged herein.

5.3 The RSP undertakes to request each operations relating to the domain names in accordance with the domain name policy that the competent Registry has at any given moment and for each case.

The following addresses can therefore be consulted:

http://www.icann.org/
www.verisign.com/nds/naming
http://www.neulevel.biz/
http://www.pir.org/
www.website.ws/index.dhtml
www.afilias.info/gateway/index_html
http://www.eurid.eu/
http://www.mtld.mobi/
http://www.dns.be/

http://www.red.es/

http://www.domini.cat/

5.4 The RSP hereby assumes the consequences arising from the failure to comply with the requirements established by the competent Registrar, by the relevant Registry, by Eurid and by DNS.be, by Red .es, by Fundació PuntCAT and the ICANN when the failure is attributable to the RSP.

Additionally  the RSP declares that the  owner agrees and accepts and should abide, in all circumstances, with the compulsory requirements of all the norms and regulation applicable to domain names, .eu included, without limitation, Regulation 733/2002; Regulation 874/2004;Regulation 1654/2005, the Registration Policy,  the Terms and Conditions, the WHOIS policy, the Sunrise rules, the Alternative Dispute Resolution rules and the Supplementary Rules for Alternative Dispute Resolution, according to what published in the EURId website (http://www.eurid.eu/) and the Czech Arbitration Court (http://www.adr.eu/).

In the case of .be domains, the RSP declares and accepts that the .be domain owner has to submit to the referred in the Terms and Conditions for the .be domain names, established by DNS.be (http://www.dns.be/ ).

All Second and Third level ccTLDs and the corresponding IDNs shall be liable to Orden ITC/1542/2005 of May 19th on the National Plan for Internet Domain Names under the corresponding Spanish country code dot es (.es) and Order of June 1st, 2007 issued by the Spanish Public Registry Red.es General Manager on IDN-capable .es domain names and all clauses issued by Spanish Registry Red.es through the website http://www.red.es/.

For all .cat domain names the RSP hereby commits himself to getting acquainted, knowing and fully complying at any time with all the requirements for a .cat domain name registration as set forth in the Terms and Conditions for dot cat Domain Name Registration Procedure, ICANN Rules and Regulations for Uniform Domain Name Dispute Resolution Policy - UDRP, Fundació puntCAT Eligibility Requirements Dispute Resolution Policy – ERDRP and all Meditation Proceedings which might be involved.  Also the RSP hereby binds himself to all terms and deadlines set forth by the ruling .cat accredited foundation – Fundació puntCAT through the website http://www.domini.cat/.

5.5 For the .mobi domains, the RSP recognizes and accepts that the domain owner should comply with the requirements, norms, political, procedures available in the style Guide for .mobi domains (pc.mtld.mobi/mobilenet/dotmobi_guides.html). The domains owner consents the supervision of his web page to verify the fulfilment of such requirements described in said style Guide.  Besides, both the RSP and the holder know and accept that this Guide is subject to change by Registry and they compromise to comply with any change made.

Mainly and with obligatory manner, the web pages pertaining to the .mobi names, should comply the following requirements: 

-The web page should be designed with XHTML-MP code
-The web page, should be accessible directly from the name of the domain (for example  http://dominio.mobi/).
-No frames are allowed.

Periodically, the Registrar and/or the Registry will verify the fulfilment of these requirements, notifying the administrative contact of the .mobi domain, the breach of the same. 

Consequently, those web pages that do not comply the obligatory requirements during a time limit over 60 days, will be suspended and will stop being operative. The . mobi will be blocked, in Registry-Hold status, although it  will still be registered under the owners name. 

The full procedure can be consulted at http://pc.mtld.mobi/switched/reg_compliancepolicy.html

5.6 For all .cat domain names the RSP hereby acknowledges and accepts that a .cat domain name can only be requested by following either one of these two procedures:

a) Through Post Validation Procedure:

Once the .cat domain name registration request is finished Fundació puntCAT shall email the .cat domain Holder enclosing copy to the Administrative Contact entered during registration providing one URL address from which the domain Holder needs to accept all conditions of use for a .cat domain name.  During this stage the .cat domain name shall rest in a temporary state called “pendingCreate” remaining in the inoperative “serverHold” status.

The domain Holder shall accept all terms and conditions hereto in a seven (7) day deadline.  Otherwise his registration request shall be denied and the .cat domain name shall be free and open for registration.

Should all terms and conditions hereto be accepted by the Holder the .cat domain name shall remain validated and fully available for the Holder.

On a regular basis Fundació puntCAT shall cross-examine whether the .cat domain name is being used according to all registration terms and conditions accepted by the Holder.  Should  Fundació puntCAT become aware of any prospective breach of such registration terms and conditions one email will be sent to the domain Holder requesting correction or amendment in a given deadline.

Once the deadline is over Fundació puntCAT shall examine the .cat domain name over again and decide whether misuse of the .cat domain name still remains.  Should this be the case a second email will be sent to the domain Holder and the .cat domain name status will be moved to “serverHold” and remain inoperative.  Should deadline set forth in this second email be met and misuse still remain the .cat domain name shall be deleted and remain free and open for registration.
All .cat domain names requested through this Post Validations Procedure shall be registered for a time frame spanning from one (1) to ten (10) years from date to date.

b) Through a .cat Code Procedure:

The .cat Code granted by the Fundació puntCAT needs to be entered during registration of the .cat domain name.

nicline.com shall forward your .cat registration request and the .cat Code to Fundació puntCAT for them to validate such a code and move on to register your .cat domain name.

Should Fundació puntCAT declare that the .cat Code forwarded during registration is not valid the .cat domain name registration shall automatically be ineffective.  Then nicline.com shall email the Holder with an automatic message providing this new information and refunding the money spent while trying to register the .cat domain name.

All .cat domain names requested through this .cat Code Procedure can only be registered for one (1) year from date to date.

5.7 The RSP guarantees that the selected domain name is not registered for illegal purposes or harms the industrial and intellectual property rights or other legitimate rights and interests of third parties.

5.8 Any use of the domain names in bad faith or for illegal purposes is prohibited, in particular, but not exclusively, for:

5.9 The RSP accepts to resolve any dispute regarding the rights to use the selected domain name by means of the stages and procedures established by the ICANN, EURid, by Fundació puntCAT and any other entity authorised to resolve them, as well as accept the rulings issued by them. The RSP likewise accepts to notify the domain name holder of this obligation.

5.10 The information supplied to nicline.com has to be complete and correct. The holder, and subsidiarily the RSP, is responsible for the truth of all the data supplied. Therefore, the RSP is to obtain any amendment to the information immediately from the holder and is to immediately communicate it to nicline.com.

5.11 The RSP hereby undertakes to maintain the email address provided for correspondence with nicline.com operative, active and up-to-date, as it is the preferential means of communication of nicline.com for the dynamic and fluid management of the provision of the service requested as the result of the contractual relationship envisaged herein.

Should the RSP wish to change the email address referred to in the contract as the contact address, this should be done through the control panel, with the correct authentication measures of that request, so that the communication between both contracting parties is never interrupted.

The RSP assumes all the liability for the consequences of the email address failing to be operative or the lack of communication that the change of address not being updated may cause, as well as for any disinformation alleged by the RSP due to its negligence when maintaining this information active.

5.12 The RSP is the only party responsible for the use and safeguarding of the login and password for accessing the control panel. These are the identifiers needed by nicline.com to authenticate the access and facilitate the approval of the actions that are requested using these tools. The RSP is solely liable for the use of these identifiers and the communication, even to third parties.

5.13 The RSP shall compensate nicline.com and the competent registry for any expenses incurred in any proceedings where the liability is attributable to the RSP, including the legal fees of nicline.com, even should not final ruling be issued.

5.14 In the case of the RSP people and the holder not coinciding, should nicline.com receive a request from holder, of whatever nature, it shall pass it on to the RSP, which is to accept it and process it correctly, and in any case, according to the procedures laid down by nicline.com, as the holder is the party who holds the right of use of the domain name and who is bound by the obligations with respect to the relevant competent entities.

5.15 The RSP is to collect from the holder the document required by nicline.com in order for the operation relating to the domain names envisaged herein to be suitably processed with respect to the ICANN and competent registries. The RSP is also bound to keep this information always available at the request of nicline.com or the competent registries.

5.16 In compliance to the ICANN regulations, a change of registrar  to nicline.com , and a request of change of  ownership, cannot be processed simultaneously. Therefore the RSP hereby undertakes to carry out the relevant so this does not occur.

The specific procedure available at nicline.com or the corresponding Registry,  is to be followed in order to modify the ownership of the domains.

5.17 The RSP is not liable for anything that is exclusively attributable to nicline.com, or anything that is attributable to the action of another competent Registrar or Registry.

5.18 When requesting the registration, transfer, change of ownership or other data, change of registrar etc the RSP commits to obtain the authorization, from the owner of the domain, to collect and submit to the competent entities., Responsibilities also includes the processing and publication of the information available on whois: client’s name, postal address, active e-mail address, fax, telephone number, language, etc., for himself technical and administrative contact, just as required by the competent Registrar and Registry.

Additionally for .eu and .be domain names:

5.19 The RSP should obtain the authorization of the owner prior processing and dispatching  to third parties the information contained in the request of a domain name .eu, on behalf of EURid, and of a domain .be, on behalf of DNS.be,  in the following cases:

  1. If it is requested by a public agency in the exercise of its legitimate tasks.
  2. At the request of the Alternative Dispute Resolution Service Providers mentioned in section 16 of the Terms and Conditions of registration of .eu domains,  available at http://www.eurid.eu/, or in article 10 of the Terms and Conditions for .be domain names, published at http://www.dns.be/ .
  3. According to what is established in section 2 (Function of Whois search) .eu Whois policy published in:  http://www.eurid.eu/, and in article 7 c) of the Terms and Conditions for .be domain names, relating to the disclosure of the data contained in the Whois, published at http://www.dns.be/ .

5.20 The RSP is to obtain the commitment of the domain holder to accept any possible request from nicline.com, in order to comply with the standards or conditions laid down by the ICANN, to check the accuracy of the data published in the WHOIS of the competent registrars and where applicable, to update the information using the procedure laid down by nicline.com.

Therefore, the RSP accepts that nicline.com may directly contact the holder of the domain names or his administrative contact, provided always that the ICANN requires such an intervention. The holder is obliged to answer within fifteen calendar days to any requirement from NicLine for updating the contact details provided for the domain registration. Any failure to fulfil this obligation shall constitute a material breach of the domain name agreement and be a basis for suspension or cancellation of the related domain name.

5.21 The RSP must inform the Wholesaler of all the obligations that might arise from this contract.

5.22 Apart from the obligations envisaged in this clause, the RSP hereby assumes any obligations arising from the other clauses herein and which are not contemplated in this clause. The RSP likewise assumes any obligations arising from current legislation and regulations and the rules applicable to the operating of the service, in particular, those that refer to the gathering of personal data, as well as to the service providers of the information society and e-commerce.

SIX.- OBLIGATIONS OF nicline.com

6.1 nicline.com is to comply with all the terms and conditions envisaged herein where exercising its professional activity and is to also act in line with the law and in good faith.

6.2 nicline.com acts as the registrar authorised by the ICANN, by EURid, by Red.es and by Fundació puntCAT for all the steps relating to the second level domain names under .com, .net, .org , .info, .biz, .ws, .eu, .mobi , .be, .cat, .es, .com.es, .nom.es, .org.es and .es IDN-capable extensions - com.es, .nom.es and .org.es. Therefore, nicline.com shall carry out all the suitable steps to register, renew or maintain the domain name and the changes of holder and registrar requested by the RSP in accordance with the application provided by nicline.com.

6.3 In order for the RSP to be able to request, through nicline.com, any operation relating to the domain names envisaged herein, nicline.com shall provide the RSP with the necessary documents, applications and tools. The following tools are some of the ones to be provided:

Control panel for the RSP, extranet for the wholesaler and registration cgi: nicline.com shall provide the RSP with an URL which the RSP is to contact by http or https for the operations relating to the domain names. The RSP hereby undertakes to use the addresses included in the extranet of its wholesaler to contact this URL and to keep the identification parameters secret that nicline.com request in the CGI. Apart from providing the CGI address, nicline.com shall provide the RSP with updated documents which include all the parameters to be used to contact the CGI.

All of the above belong to nicline.com and are therefore subject to what is envisaged in the confidentiality and intellectual property clauses.

6.4 nicline.com is not liable should the selected domain name be effectively registered, even should it be available at the time of placing the query. nicline.com is likewise not liable should the renewal or maintaining of a domain name be effectively renewed even when nicline.com has carried out all the appropriate steps and those laid down by the competent Registries. nicline.com shall only be liable in those cases when the renewal or maintenance is not achieved due to nicline.com acted negligently and with this be sufficiently proven.

In fact, the selected domain name might not be registered and/or renewed because the domain name was already registered at the time of the order, either due to any action by the competent Registry or due to the failure to comply with any essential requirement laid down by nicline.com or by the competent Registry of the relevant domain name.

Therefore, the RSP expressly waives any right to seek contractual or extra-contractual liability, losses or damages from nicline.com, should the latter not obtain the registration or renewal of the relevant domain name.

Should the "NON REGISTRATION" of the requested name or the "NON RENEWAL" be caused by a negligent action by nicline.com, the latter shall carry out all the suitable steps to register another domain name ordered or, at the request of the RSP, nicline.com shall return the amount of money paid in advance for this service, without prejudice to any legal actions that may be taken.

6.5 Under no circumstances shall either nicline.com or the competent registry or registrar be liable for the breach of the industrial or intellectual property rights, or of any other legitimate interests or rights that may arise from the registration of a domain name requested by the RSP, on its own behalf or on behalf of a third party.

6.6 nicline.com is not liable for anything that is exclusively attributable to the RSP and/or the holder of the domain name, not for anything that is attributable to the action of another competent Registrar, or for any errors that may occur during the automatic registration process.

6.7 nicline.com and/or the competent Registry reserve the right to suspend, reject, cancel or transfer any domain name if necessary, to its understanding, in any of the following events:

6.8 nicline.com does not guarantee the usefulness of the choice of the domain name for the carrying out of any activity in particular.

6.9 For the purposes of the changes of ownership, changes of registrar or any other request with respect to the data registered in the domain names, nicline.com shall follow the regulations laid down by ICANN or any other competent entity and the holder, as well as the RSP, when it is subjected to them.

6.10 Nicline.com, the Registrar and the Registry, reserve the right to deactivate or cancel the domain name, if it is used to send unsolicited mass advertising messages or in breach of applicable law or Internet Acceptable Use Policy.

6.11 In case of any breach by the RSP of any obligations contained in this agreement, both Nicline and the Registry reserve the right to deactivate or cancel the domain name.

6.12 Apart from the obligations envisaged in this clause, nicline.com hereby assumes any obligations arising from the other clauses herein and which are not contemplated in this clause. nicline.com likewise assumes any obligations arising from current legislation and regulations and the rules applicable to the operating of the service, in particular, those that refer to the gathering of personal data, as well as to the service providers of the information society and e-commerce.

SEVEN.- CONFIDENTIALITY

7.1 Any information or documentation that either of the parties provide to the other party as part of the development and performance of this contract shall be considered to be confidential and exclusively belonging to the party that provides it and may not be communicated to third parties without the approval of the party in question.

7.2 The parties hereby exclude from the category of confidential information any information that is disseminated by the party that holds it, any that is in the public domain, any that has to be revealed pursuant to current legislation or to a court ruling or an order from a competent authority, and any that is obtained by a third party that is not under the confidentiality obligation.

7.3 This confidentiality obligation lasts for up to two (2) years after the contract has ended. At the end of this contract, the parties shall return all the confidential information and/or fully destroy it at the request of the holder.

7.4 None of the parties shall acquire any right with respect to any confidential information or other property rights from the other party as the result of this contract.

EIGHT.- INTELLECTUAL PROPERTY AND SOFTWARE

nicline.com is the holder of all the copyrights, brands, intellectual property rights, know-how and any other rights related to the applications, tools and documentation provided, as well as the computer programs need for their implementation and any related information that is obtained.

The RSP is to respect the programs to be used by third parties and made available by nicline.com, even if they are free.

The RSP, by virtue of this contract, does not acquire any right or licence whatsoever in relation to the contracted service, the computer programs needed to provide the service or even the technical information for monitoring the service, except for the rights and licences needed for the performance of this contract and solely for its term.

The written authorisation of nicline.com is needed for any action that exceeds the compliance of this contract.

NINE.- AMENDMENTS TO THE CONTRACT

nicline.com hereby reserves the right to amend, by any means, the characteristics and conditions of its services, provided always to develop and benefit the service itself, and, in particular, when the competent entities change the conditions of the operations relating to the domain names. The only formality that therefore needs to be carried out is that of notifying the RSP by means of an online notice and/or by email.

Once the amendment has been carried out by nicline.com, the RSP has fifteen days from the date of the notification being issued to terminate the contract, should it not accept the new circumstances. Once this period has ended with no communication to the contrary from the RSP, it shall be understood that the RSP accepts the new conditions.

TEN.- FORCE MAJEURE

Neither of the parties shall be liable for failure to meet the obligations envisaged herein and, therefore, shall not be entitled to compensation when this breach is due to causes of force majeure. Should the suspension due to this circumstance be for longer than 2 months, the contract may be cancelled at the request of either party.

ELEVEN.- CANCELLATION

11.1 The contract shall end when, apart from the legally established causes and those envisaged in the various clauses herein, any of the following circumstances occur:

a) When mutually agreed by the parties.
b) End of the initial term or the successive renewals.
c) Breach by either of the parties of the obligations envisaged herein.
d) Should an agreement not be reached regarding the new financial conditions for the services envisaged herein within the time period envisaged for the renewal or extension of this contract.
e) Should either party be declared bankrupt or enter into voluntary liquidation, even as the result of the company being wound up.

11.2 Should breach by the RSP be cause for terminating the contract, as established in clause 11.1.c, nicline.com shall be entitled to discharge the contract and, therefore, to remove the tools from the RSP that had been handed over in order to provide the service and without the RSP being entitled to compensation or any amount being returned.

11.3 Should the contract be terminated or discharged, due to the aforementioned causes or any others envisaged by law, the RSP is to comply with its obligations assumed prior to the termination of the contract with respect to nicline.com and to third parties.

11.4 At the end of the contract, for whatever reason, should RSP stop providing the operations relating to the domain names envisaged herein and there is the likelihood that the domain names would not be renewed and, therefore, cause serious prejudices to the holders of the domain names, nicline.com shall assume the management of the domain names that have been registered, renewed or transferred by the RSP by means of this contract, so that this situation does not cause prejudice to the rights acquired by the holders of the domain names. Therefore, nicline.com shall directly contact the party in question and shall request his authorisation by means of the email address that is published at the WHOIS.

11.5 Should the contract be terminated or discharged, due to the aforementioned causes or any others envisaged by law, nicline.com hereby undertakes to return to the RSP the outstanding balance where applicable and once the pending operations have been settled.

11.6 The annual fee of the service (99 $) should not be refunded independently from the cause of the termination of the contract.

11.7 Should the contract be terminated or discharged due to causes attributable to nicline.com, the latest will act according to the procedures laid down by the competent Registries or ICANN.

TWELVE.- PERSONAL DATA PROTECTION POLICY.

12.1 In line with current personal data protection policy, nicline.com hereby states that the RSP data needed to enter into this contract is included in the specific automated customer files of the company.

12.2 nicline.com adopts the necessary technical and organisational measures to guarantee the security, integrity and confidentiality of the data, pursuant to the Personal Data Protection Act 15/99 of December 13th (LOPD).

12.3 At any given moment, the interested party shall be able to exercise its rights to access, oppose, rectify and cancel that are recognised in the aforementioned LOPD. The exercising of these rights may be carried out by the RSP through the control panel created by nicline.com, with a login and personal password for its access. More information can be requested at the following address: nicline@nicline.com.

12.4 nicline.com is not liable should the RSP fail to comply with the LOPD with respect to the part that relates to its business and which is related to the performance of this contract. Therefore, each of the parties shall not be liable for the breach of this legislation by the other party.

12.5 The RSP hereby undertakes to inform the holder that his personal data have been transferred for processing to nicline.com, as well as to the relevant registry that may have a different level of protection as it is not an entity of the European Union.

Furthermore, the RSP hereby undertakes to obtain the authorisation and agreement of the holder in order to publish and transmit this personal data to the competent entities.

Therefore, nicline.com hereby informs RSP that the personal data collected for the registration of the domain name, change of ownership of any other changes referring to the personal data, pursuant to Article 11, section 2 of the LOPD, are facilitated to the competent Organisation or Authority in charge of the registration of the relevant domain (international companies with a different level of protection). This data is provided for the sole purpose of the performance of this contract and to carry out the requested registration of the domain name or requested changes. The holder authorises that this data, for technical and operational reasons, be transferred and stored in those entities.

Therefore, and pursuant to the requirement established by the ICANN, the RSP has to obtain the authorisation from the holder for the publication of the data relating to the ownership of the domain name in question and of the administrative, technical and billing contacts of a domain which, according to current legislation, have to be public and accessible from the WHOIS of the competent registrars.

The RSP must inform the Wholesaler that his personal details shall be transferred so as to be processed by nicline.com,  with the intention to set-up the service.

THIRTEEN.- NOTIFICATIONS

The RSP shall contact the nicline.com’s Registration Department via the following email: nicline@nicline.com.

Any technical notifications that nicline.com sends to the RSP shall be sent from the email account corresponding to its Login, which is subject to the obligation envisaged in clause 5.8 of this contract.

FOURTEEN.- ASSIGNMENT

The RSP may not assign the rights and obligations arising from this contract to third parties without the prior agreement in writing of nicline.com.

Exclusively for the .mobi domain names, mTLD Top Level Domain Ltd.  ("dotmobi"), is the authorized  Registry considered as a  third party beneficiary .   Consequently, the parties of this contract recognize and agree the rights of dotmobi as third party beneficiary, they have granted the rights of dotmobi of a third beneficiary under this agreement, and agreed that nicline.com shall be the accredited registrar for. mobi domain names.  Besides, the rights of the third beneficiary shall remain once the contract has ended.

FIFTEEN.- LIABILITY AND GUARANTEE LIMITATION

15.1 Under no circumstances, may nicline.com, nor the managers and top executives, administrators, shareholders, agents or workers dependent on the company, be directly or indirectly liable in any lawsuit relating to the use that the customer makes of the nicline.com service.

15.2 The parties acknowledge that the coming into force of this contract does not suppose any type of representation, delegation, guarantee or other agreement different from those expressly described in this contact. Therefore, all the terms, conditions, guarantees or other aspects covered by general regulations or agreements are explicitly excluded up to the limits allowed by Law.

SIXTEEN.- NULLITY

Should any clause of this Contract be declared totally or partially null and void by any court or competent authority, the remaining clauses shall remain valid, unless the parties decide to terminate the contract, with an exception being the obligations that may arise from the regulations of the relevant registries.

SEVENTEEN.- APPLICABLE LEGISLATION AND COMPETENT COURTS

17.1 Spanish legislation shall apply to everything that is not envisaged herein, as well as to the interpretation and resolution of any dispute that may arise between the parties as a result of this contract, except as to everything related domain registration and ownership, which will be preferentially governed by the ICANN rules.

17.2 Should a dispute or difference in the interpretation and performance of this contract arise and not be solved by mutual agreement, the parties hereby agree that either party may bring any such dispute to be solved by the Chamber of Commerce and Industry of Logroño, after having informed the other party in writing. The arbitration shall be held in Logroño and shall be conducted pursuant to the Spanish Arbitration Act 60/2003, of December 23, and the Regulations of the Chamber of Commerce.

If a dispute is submitted by a customer, according to the Spanish Consumer Protection Act 26/1984, of July 19, it will be resolved before the consumer arbitration board corresponding to the Autonomous Community where the customer is established.

Each party shall assume its own costs in relation to the arbitration, even though the indemnity and cost of the arbitration shall be assumed according to the arbitration ruling.

17.3 All the above shall be without prejudice to the parties being able to start legal proceedings. The parties hereby agree that they shall submit any such dispute to the Courts and Tribunes of Logroño and hereby expressly waive their right to any other jurisdiction to which they may be entitled. Should the dispute be submitted by a consumer or end user, nicline.com will refer to the provisions of the current procedural rules.

17.4 Wherever reasonably possible, this agreement will remain valid during the proceedings regarding any dispute and/or arbitration or legal proceedings.

ANNEX 1 – SEDO SERVICE AVAILABLE FOR THE RSP

1.1 nicline.com offers its  RSP an optional activation of four services provided by SEDO, for his Wholesalers and his/her domains names.  These are:

The PPC service and the registration to the SEDO catalogue will be offered free of charge to the RSP.

The additional services of Domain Appraisal and Domain Brokerage, can be contracted directly through the domains administration tools at Sedo, and for each case, shall abide to the tariffs established by Sedo available at its Web page, http://www.sedo.co.uk/services/prices.php3?language=e

The RSP can request the activation of these services for his Wholesaler, whom can choose themselves which domain they wish to put up for sale.

1.2 The RSP who will activate the PPC service, will receive from Sedo, a commission on the number of clicks generated by the users on the links of his/her domains.

For the domains on sale catalogue, SEDO will process itself the sale of these domains, and shall receive the commission as shown on its Web Site.

The RSP, from its Control Panel, will be able to decide whether or not to activate the PPC services or the Catalogue of domains on Sale, for each of the Wholesalers.

The RSP will also be able to decide whether the commissions per clicks generated through the PPC will be assigned to the corresponding Wholesaler or to the RSP itself.

For the first activation of Sedo’s services for one of the Wholesalers of his account,  and only in the case that the account is assigned to the RSP, the latter will have to fill in a form, from where the details of the RSP will be collected to register the Sedo account (except if it is already a Sedo client).

The RSP will have to indicate a user name and password, likewise, will have to accept the contract conditions of the service and privacy policy of Sedo, and the Data Protection Policy of nicline.com for these services.

nicline.com  will transfer to Sedo, with the sole intention to comply with the service, the indicated user name, password, the account details for the RSP and, if applicable, of the wholesaler, amongst others, name and surname, company, postal address, telephone number, e-mail address and language.

These details can be modified by the RSP and/or the Wholesaler at any moment, from the tools of nicline.com ( control panel or wholesaler extranet), or from your SEDO account ( which you can access from the SEDO web page), but you have to take into consideration  that if you will modify it from the latter, the nicline.com tools will not be updated, and as a consequence you will not be able to take any relevant actions relative to SEDO from it.

From the wholesaler extranet it will be possible to associate and/or dissociate the both Sedo PPC and also the sale of domains, from the registration and modification options.  For any other modification of the Sedo services, like the parking categories configuration, the configuration of minimum and maximum selling price, and the bank details will have to be accessed from Sedo Account.

1.3 The Wholesalers of an RSP can only use the PPC services of Sedo in the case that the RSP has activated this option from his control panel.  In the cases, where besides, the actual Wholesaler also received a commission from SEDO, he/she will have to fill in the form to register as a Sedo user (except if s/he is already a Sedo client), in the same manner that is show in the RSP clause.

During the registration process of a domain from the Extranet, the Wholesaler will be able to activate the PPC Sedo Service personalized for each registered domain.

Likewise the Wholesaler can choose (in an individualized and massive form) those domains which would like to include show case at Sedo of domains for sale.

1.4 For all those domains for which the Sedo PPC is activated, the system will not take into consideration the selected DNS chosen by the RSP for the Wholesaler,  but the DNS associated to the Sedo Service will be assigned to the domain, by default.

In the case of not activating the PPC of Sedo, the system will take into account the DNS indicated by the Wholesaler in the Extranet.

When the RSP or the Wholesaler, solicit the deactivation of the PPC of Sedo for any of his/her domains, the form will ask to associate the new DNS of the domains (will dissociate  the DNS of Sedo).

1.5 nicline.com will not assume any responsibility for the clients usage, in relation to the services offered by SEDO.

In no case, nicline.com will be made responsible for the legal demands that third parties might impose due to possible domain theft, which have a SEDO account activated.