Terms and Conditions that apply to Trademark Holders

TRADEMARK-CLEARINGHOUSE

These Clearinghouse Validation Terms and Conditions for Trademark Holders (these “Clearinghouse Validation Terms and Conditions”) are between CHIP S.A., having its registered office at Route d’Esch, 278, 1471, Luxembourg (hereinafter “CHIP” or “we” or “us”) and the Trademark Holder pursuant to which you have submitted a Trademark Record (as defined below) for inclusion in the trademark clearinghouse established by the Internet Corporation of Assigned Names and Numbers (the “Trademark Clearinghouse”) as part of the New generic Top-Level Domain Program (“New gTLD Program”).

Preamble

Whereas, The Trademark Clearinghouse is part of the New gTLD Program and one of the rights protection mechanisms established by ICANN.

Whereas, The Trademark Clearinghouse consists of two primary functions: (i) the authentication of contact information and verification of Trademark Records (as defined below) and (ii) the storage of such Trademark Records in a database in order to provide information to the new gTLD registries to support the providing of NORNs (as defined below).

Whereas, Deloitte has been selected by ICANN as the authentication and validation provider for the Trademark Clearinghouse.

Whereas, Deloitte has contracted with CHIP to be the entity that will contract with Trademark Holders and Trademark Agents for the processing of Trademark Records into the Trademark Clearinghouse.

Introduction:

This introduction provides a general overview of different legal obligations related to the records in the Trademark Clearinghouse. You are acknowledging that by submitting a request for registration through a registered Agent you have reviewed and agree to the following documents.

- The Trademark Clearinghouse Guidelines, available at www.trademark-clearinghouse.com.

- The Dispute Resolution Procedures, available at www.trademark-clearinghouse.com.

Definitions

Activation (or Activated): A Trademark Record is activated when we have determined that a Trademark Record meets the Eligibility Requirements as stated in the Trademark Clearinghouse Guidelines (i.e. a “verified” status in the Clearinghouse User Interface).

Database Provider: The party appointed by ICANN to operate and manage the central database for storage of Trademark Records that have achieved Activation.

Deactivated: A Trademark Record is deactivated when (i) a Trademark Record has not been renewed, (ii) when documentary evidence that has been requested by Deloitte in connection with the Verification Services has not been provided in the time periods specified in the Trademark Clearinghouse Guidelines, or (iii) a Trademark Record has been successfully disputed under the Dispute Resolution Procedures.

Deloitte: Deloitte Enterprise Risk Services (a department of Deloitte Bedrijfsrevisoren BV ovve CVBA) or any Deloitte entity or subcontractor that is providing the Verification Services.

Eligibility Requirements: The requirements specified by ICANN from time to time that a Trademark Record must satisfy in order to be accepted into the Trademark Clearinghouse as an Activated Trademark Record, as described in the Trademark Clearinghouse Guidelines.

ICANN: The Internet Corporation for Assigned Names and Numbers, a California public-benefit non-profit corporation.

Invalid: A Trademark Record is deemed invalid when Deloitte determines that the Trademark Record does not meet the Eligibility Requirements.

Notification of Registered Name (NORN): Notifications sent by us during a Sunrise Period or Trademark Claims Period that a domain name has been registered that matches labels for one of your Trademark Records.

SMD File: If participating in Sunrise Periods and your Trademark Record meets the requirements related thereto specified in the Trademark Clearinghouse Guidelines, the file that is generated once such Trademark Record is Activated. The SMD File allows registrations related to your Trademark Record within a top-level domain during a Sunrise Period as long as the registry’s policies are complied with.

Sunrise Period: Period of time during which a registry accepts domain name registrations prior to domain registrations becoming generally available.

Trademark Agent: A person or organization that acts on behalf of a Trademark Holder.

Trademark Claims Period: Period of time following the opening of a top-level domain for general domain name registration during which NORNs are sent.

Trademark Clearinghouse Guidelines: The Trademark Clearinghouse Guidelines provide an overview of the Eligibility Requirements and the requirements to obtain an SMD File so as to be able to participate in Sunrise Periods, which stipulate what type of Trademark Records may be accepted for Activation in the Trademark Clearinghouse.

Trademark Holder: You, as the owner, licensee or assignee of a trademark or other mark.

Trademark Record: A complete and correct set of information concerning a trademark or other mark submitted to the Trademark Clearinghouse.

Verification Services: Each Trademark Record will be verified by Deloitte to check that the information provided is accurate and correct and meets the Trademark Clearinghouse Guidelines.

Website: www.trademark-clearinghouse.com, or any successor website.

Representations, Warranties and Covenants of the Trademark Holder

As a Trademark Holder, you represent and warrant the following:

  1. You are either the holder, assignee or licensee of a trademark.
  2. You acknowledge that, upon Activation, the Trademark Record may be transferred to the Database Operator.
  3. If you are an assignee or licensee, you (a) have been permitted by the assignor or licensor to submit Trademark Records and (b) have the authority to grant the Mandatory License (as defined below).
  4. You are authorized to perform any other obligation regarding your record in the Trademark Clearinghouse.
  5. You will provide your correct contact information and keep it current so that we, when applicable, may annually verify that such information is correct. If such contact information is incorrect, we will take progressive measures correct such information. If we are ultimately unable to, we will suspend your record in the Trademark Clearinghouse
  6. You agree that you will remain ultimately responsible for any of your employees, agents, customers or subcontractors.
  7. You will not submit a Trademark Record when you have reason to believe that any of the following apply or could apply: a. Some or all information you provided is false, deceptive, misleading, inaccurate or incomplete; or b. You do not have the right to submit such information to us.
  8. You agree that, to the best of your knowledge, any and all information submitted will be accurate and correct and that in the event any changes occur you will promptly notify such change. In the event you request a change to a Trademark Record, such as a change to:
    1. The name of the mark or Trademark Holder
    2. The status of the Trademark Holder
    3. The jurisdiction or country of protection for the mark
    4. The classes of goods and services for the mark
    5. The description of goods and services for the mark, or
    6. A court order, statute or treaty that affects any of the foregoing
    7. (a)-(f)

    Such change may be considered a new Trademark Record and you may be charged a fee. Notwithstanding the above, changes to contact information, such as a change of address, will be free of charge. However, please note that a new SMD File will be generated following each change of information and the prior SMD File for such Trademark Record will be revoked.

License

1. You grant us, Deloitte, ICANN, the Database Provider and any of such parties’ successors or assigns a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any data submitted by you, including but not limited to Trademark Records, for the purposes of the Trademark Clearinghouse.

For the avoidance of doubt, you understand that the Mandatory License is necessary for NORNs. We will not, nor will any other party that has received rights under a Mandatory License, access or use the information provided in a Mandatory License for purposes other than the Trademark Clearinghouse.

Limitation of Liability

  1. Unless stated otherwise herein, neither you, us, Deloitte, ICANN nor the Database Provider or any of their successors or assigns shall be liable to the other for any direct or indirect, special, incidental, punitive or consequential damages, including but not limited to loss of business opportunity, business interruption, loss of profits or costs of procurement of substitute goods or services, arising out of or relating to the Trademark Clearinghouse, under any theory of liability and whether or not you or any such third party has been advised of the possibility of such damages.

  2. Except for the express warranties stated herein, we disclaim any and all other warranties, conditions, or representations (express, implied, oral or written) relating to the Trademark Clearinghouse or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. We further expressly disclaim any warranty or representation to you, or to any third party.

  3. You will hold us, Deloitte, ICANN and the Database Provider and their successors and assigns harmless against any and all claims of any kind whatsoever and any damages, interests, settlements or costs of any investigation, litigation or settlement (including any reasonable attorney’s fees or other legal fees) related to records in the Trademark Clearinghouse.

Intellectual Property Rights

You and we acknowledge that the information provided in the Trademark Records are predominantly comprised of information owned or provided by you and information that is in the public domain (e.g. trademark registration numbers) and that any rights in the underlying trademarks remain solely held by you. We represent and warrant that we will not disclose or use any Trademark Record information for any purpose other than providing the services contemplated by the Trademark Clearinghouse or as required by law. You agree that we may retain copies of all information provided to us regarding the records in the Trademark Clearinghouse.

  1. “Personal Data” refers to data provided by you about any identified or identifiable natural person, or as otherwise specified by applicable law.

  2. You and we acknowledge that, in the context of the services contemplated, Personal Data will be exchanged by and between you, a registered Agent, us, Deloitte, the Database Provider, ICANN, registries, registrars and domain name registrants.

  3. You and we agree that any Personal Data sent by you and processed in the context of the Trademark Clearinghouse will be treated in accordance with applicable privacy laws and regulations and we undertake to take all appropriate organizational and technical measures to ensure such compliance. We shall only collect, process and share

    1. Any Personal Data related to a Trademark Record
    2. Any Personal Data necessary to allow you to use the Trademark Clearinghouse
    3. Any Personal Data that is necessary to allow the Database Provider to provide NORNs
    4. Any Personal Data that is necessary to allow registries and registrars to provide notices to prospective domain name registrants that the domain name that the prospective domain name registrant has requested matches a Trademark Record during a Sunrise Period or Trademark Claims Period, and
    5. Any Personal Data that is necessary to allow ICANN to maintain the continuation of the Trademark Clearinghouse. We will not process Personal Data in a way inconsistent with the above-mentioned purposes.

Dispute Resolution

In the event a dispute arises between you and us out of or relating to the Verification Services provided by us, such dispute shall be handled in accordance with the Dispute Resolution Procedures.