This UNBS User Agreement (this “Agreement”), is made and entered into as of this day (the “Effective Date”), by and among .Club Domains, LLC, a Florida limited liability company (the “Registry”, “we”, “us” or “our”), on the one hand, and any participant, applicant, or user (the “User”, “Applicant”, “you” or “your”) in the .CLUB
Unlimited Name Blocking Service (“UNBS” or “Unlimited Name Blocking Service”) WHEREAS, .Club Domains, LLC is a domain name registry accredited by the Internet Corporation for Assigned Names and Numbers (“ICANN”).
NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
2. Unlimited Name Blocking Service.
a. The Unlimited Name Blocking Service shall refer to the registry service offered by the Registry, wherein certain trademark holders may apply to have the Registry block from new registration .CLUB domain name(s) that contain(s) the Participating Label.
b. UNBS blocks are available initially for a three (3) year period beginning on February 1, 2020 (the “Initial Period”), and are subject to renewal
(“Renewal Periods”) on terms as may be published from time to time by the Registry. The Registry may, at its discretion, begin to block Participating Labels between the date of application and the start of the Initial Period.
3. Your Application and Participation in UNBS.
a. Participating Labels. A label shall be deemed a Participating Label in the UNBS program when the Registry has communicated in writing to the User or a representative of the User that the label has been accepted and the Registry has received full payment for the applicable service period.
b. Participation Consideration Criteria. Whether a label is accepted for participation in UNBS shall be at the Registry’s sole and absolute discretion. In general, a label will be considered for participation in the UNBS program if, in the Registry’s sole and absolute discretion, the label’s acceptance would not unfairly interfere with third parties’ non-infringing activity in the .CLUB name space. Some examples of reasons for disqualification from participation in UNBS are as follows: The label consists of fewer than five (5) characters; the label fails to meet the requirement that it must consist exclusively of the letters A – Z (case insensitive), the numbers 0 – 9, and hyphens, but may not begin or end with a hyphen; acceptance of the label would cause dictionary words or common phrases to become unavailable; acceptance of the label would cause premium names to become unavailable; acceptance of the label would unfairly cause non- infringing domain names already registered in the .CLUB name space not to be renewable upon drop; acceptance of the label would unfairly prevent marks which are registered in the USPTO to third parties to become unavailable; the applicant is unable to provide proof of active trademark registration in the USPTO; the label incompatible with registry technical systems; acceptance of the label could damage the reputation of the Registry; the label violates the Service Conditions.
c. Documentation. Each UNBS application must include documentation of a trademark registration corresponding to the applied for Participating
Label and must meet the qualifications determined by .Club Registry, as they may change from time to time.
d. Representative Designation. The User may designate a chosen representative to act on behalf of the User (the “User Representative”). The User and User Representative shall be jointly and severally liable to Registry for all obligations under the Service Conditions.
a. Payments. You agree to pay all fees associated with the Unlimited Name Blocking Service, as they may be communicated by the Registry.
b. Billing Method. You agree to pay all Fees associated with the Unlimited Name Blocking Service in the manner established by the Registry, whether
through credit card, ACH, or any other method.
c. Refunds. The Registry reserves the right to discontinue UNBS at any time, disallow a particular label, disallow a particular User, or unblock a single or set of domain names associated with a blocked label. If the Registry discontinues UNBS or disallows an individual Participating Label, the User who has paid for the label will be entitled to a refund that will be calculated by the percentage remaining on the current term multiplied by the price paid. If the Registry registers of a single domain name or set of domain names that would otherwise be blocked, the User shall not be entitled to any refund.
5. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. Any litigation based on, or arising out of, under, or in connection with this Agreement, shall be brought and maintained exclusively in the state or federal courts located in the State of Florida. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the state and federal courts located in the State of Florida for the purpose of any such litigation as set forth above. The parties hereto further irrevocably consent to the service of process by personal service within or without the State of Florida. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.
6. Representations and Warranties. The .Club Registry does not warrant uninterrupted, secure or error‐free operation of UNBS, or that it will be able to prevent third party disruptions of UNBS or related services or that it will correct all defects. UNBS is being provided “as is”. Subject to any statutory warranties that cannot be excluded, the .Club Registry makes no warranties or conditions, express or implied, regarding UNBS, including, but not limited to, any implied warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose or any warranty of non-infringement. You acknowledge and agree that no oral or written information or advice provided by the Registry, its officers, directors, employees, subcontractors or agents will create a warranty of any kind with respect to UNBS, and you should not rely on any such information or advice. The foregoing disclaimers contained in this section shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement.
7. Limitation of Liability. In no event will the Registry, or the Registry’s officers, directors, employees, subcontractors or agents be liable to the other party or any other person or entity for any indirect, incidental, special, 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, including without limitation any damages that may result from any of the following: the accuracy, completeness, or content of the UNBS; third‐party conduct of any nature whatsoever; any unauthorized access to or use of the UNBS; any interruption or cessation of the UNBS; any viruses, worms, bugs, Trojan horses or similar code, files or programs which may be transmitted to or from the UNBS; or any such losses or damages incurred as a result of your use of the UNBS, whether based on warranty, contract, tort or any other legal or equitable theory, and whether or not such party is advised of the possibility of such damages. The parties specifically acknowledge and agree that any cause of action arising out of or related to the UNBS must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently waived. To the maximum extent permitted by law, in no event shall the Registry’s total aggregate liability to you or any third party exceed the total amount paid by you in relation to the UNBS. The foregoing limitation of liability contained in this section shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this Agreement.
8. Indemnity. You agree to protect, defend, indemnify and hold harmless the Registry, and Registry’s officers, directors, employees, affiliates, subcontractors and agents (collectively, the Indemnified Parties), from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by such party, directly or indirectly, arising from violation of any provision of this Agreement or the Service Conditions. You agree to hold the Registry harmless from claims filed or disputes initiated by third parties, and that you shall compensate the Registry for any costs or expenses incurred or damages for which the Registry may be held liable as a result of third parties taking action against the Registry on the grounds that your Participating Label infringes the rights of a third party. The indemnification obligations under paragraph shall survive any termination or expiration of this Agreement or use of the UNBS. You acknowledge and agree that from time to time the UNBS may be inaccessible or inoperable for any reason including, but not limited to: equipment malfunctions; periodic maintenance, repairs or replacements that the Registry undertakes from time to time; causes beyond reasonable control or that are not reasonably foreseeable including, but not limited to interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures; or a purposeful decision by the Registry to terminate or suspend the UNBS. The Registry reserve the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) the UNBS (including without limitation any UNBS Application or UNBS block) as a
whole for any reason, including but not limited to the following: to correct mistakes made by the Registry in offering or delivering the UNBS; to protect the integrity and stability of the UNBS or the registry system; to assist with fraud and abuse detection and prevention efforts; to comply with court orders or applicable local, state, national and international laws, rules and regulations; to comply with requests of law enforcement, including subpoena requests; to comply with any dispute resolution process; to defend any legal action or threatened legal action without consideration for whether such legal
action or threatened legal action is eventually determined to be with or without merit; to avoid any damage, or civil or criminal liability, to the Registry or its officers, affiliates, directors, contracted parties, employees and agents; to permit a non-infringing third party to register a domain name that would otherwise be blocked by the Participating Label; to enforce any term of this Agreements and/or Registry Policies and/or ICANN Requirements; or submitting inaccurate, incomplete or out of date information as required by the Registry, or failing to update, correct and maintain such information on an ongoing basis.
9. Assignment. User may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent the Registry.
10. Confidentiality. The User will have no right to confidentiality.
11. Amendment. The Registry expressly reserve the right to change or modify UNBS pricing and fees or any of the terms of this Agreement or the Service Conditions by posting such changes to our website or communication such changes to the User or User Representative.
12. Headings and Interpretation; Counterparts. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties acknowledges that it has been represented by an attorney in connection with the negotiation and execution of this Agreement. This Agreement may be executed in several counterparts, and by facsimile signature, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.
14. Entire Agreement. This Agreement, together with the .CLUB Policies and Service Conditions, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.